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Annual Report 2025
Advancing
Growth+
Contents
Strategic report
1 Highlights of 2025
2 What we do
4 Our market dynamics
5 Investment case
6 Chair’s statement
8 Chief Executive Officer’s statement
12 Our strategy
16 Our DNA
18 Business model
19 KPIs
21 Divisional review
24 Financial review
28 Sustainability review
58 Risk management
60 Principal risks and uncertainties
67 Viability statement
68 Task Force on Climate-related
FinancialDisclosures
76 Non-financial and sustainability
informationstatement
Corporate governance
79 Chair’s governance overview
82 Board of directors
84 Governance highlights
86 Corporate governance report,
including our Section 172(1) statement
106 Safety and Sustainability
Committeereport
110 Audit Committee report
115 Nomination Committee report
119 Directors’ Remuneration report
147 Directors’ report
151 Statement of
directors’responsibilities
Financial statements
153 Independent auditor’s report
161 Consolidated income statement
Consolidated statement of
comprehensiveincome
162 Consolidated balance sheet
163 Consolidated statement
of changes in equity
165 Consolidated statement
ofcashflows
166 Notes to the Group
financialstatements
197 Company balance sheet
Company statement of changes
inequity
198 Notes to the Company
financialstatements
Additional information
204 Ten year trading history
205 Share register information
206 Corporate directory
To find out more go to
www.rotork.com
Who we are
Rotork is a global leader in mission-
critical intelligent flow control
solutions, dedicated to improving
efficiency, reducing emissions and
assuring safety for customers
Purpose
Keeping the world flowing
for future generations
Vision
To be the leader in
intelligentflow control
Our cultural DNA
2025 marked another year of advancing the Growth+ strategy. Our purpose-led approach
continuedto generate strong financial outcomes, supported by the resilience of our business
modeland favourable structural tailwinds across our markets. We also accelerated capital
deployment, further reinforcing the foundations for sustained long-term growth and value creation.
Advancing
Growth+
Adjusted operating profit
£191.5m
24.6% margin
Statutory profit before tax
£157.9m
+12%
Adjusted earnings per share
17.0p
+7%
Dividend per share
8.3p
+7%
Return on capital employed
38.4%
+110bps
Cash conversion
101%
vs 119% in 2024
Total recordable incident rate
0.24
vs 0.22 in 2024
Scope 1 and 2 emissions
-43%
tCO
2
e, % vs 2020 baseline
Orders
£783m
+5%
Revenue
£777m
+3%
* Adjusted figures and organic constant currency (OCC) figures are alternative performance measures and are used consistently throughout the Annual Report.
They are defined in full and reconciled to the statutory measures in note 2 to the financial statements.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 20251
Highlights of 2025
Upstream Electrification
Data Centres
Decarbonisation Biofuels
Specialist Pharmaceuticals
Midstream LNG
Wastewater Treatment
Combined Heat Power Plant
Desalination
Downstream Refinery
Oil &
Gas
Chemical,
Process &
Industrial
Water &
Power
Revenue
£223m +9% YoY
Adjusted operating margin
26.1%
Revenue
£203m +5% YoY
Adjusted operating margin
28.6%
Revenue
£351m -1% YoY
Adjusted operating margin
27.8%
NOAH NA – reliable, compact,
modular electric actuator
IQ3 Pro –
intelligent
multi-turn and
part-turn electric
actuators
Global presence, endmarket focus
Our divisions
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com2
What we do
Oil & Gas
The leading supplier of actuators and
related products to the global oil and gas
industry. Our solutions support upstream,
midstream, and downstream operations.
We help customers enhance operational
efficiency, improve reliability, assure safety
and reduce emissions.
Chemical, Process & Industrial (CPI)
A specialist supplier of actuators and
instrumentation for niche applications across
chemical, process and industrial markets. The
division addresses critical reliability, efficiency,
and safety challenges for customers in sectors
including chemicals, metals, mining, heating,
ventilation and air conditioning (HVAC),
marine and other industrial end markets.
Water & Power
A leading supplier of actuators and related
products to the water and power generation
industries. In the water sector, the division
helps address water management, quality
and scarcity challenges in infrastructure,
treatment, and desalination markets.
Inpower, we provide solutions for both
traditional and alternative energy applications.
Rotork is the market-leading global provider of mission-critical
intelligent flow control solutions. Operating through three
end market-focused divisions, our products support
customers across a broad range of applications, from
transportation and processing, to recycling and recovery.
Upstream Electrification
Data Centres
Decarbonisation Biofuels
Specialist Pharmaceuticals
Midstream LNG
Wastewater Treatment
Combined Heat Power Plant
Desalination
Downstream Refinery
Oil &
Gas
Chemical,
Process &
Industrial
Water &
Power
Americas
Employees
555
Sales offices
7
Assembly facilities
3
Revenue
£210m
EMEA
Employees
1,851
Sales offices
14
Assembly facilities
10
Revenue
£301m
Asia Pacific
Employees
1,179
Sales offices
31
Assembly facilities
5
Revenue
£266m
Upstream Electrification
Data Centres
Decarbonisation Biofuels
Specialist Pharmaceuticals
Midstream LNG
Wastewater Treatment
Combined Heat Power Plant
Desalination
Downstream Refinery
Oil &
Gas
Chemical,
Process &
Industrial
Water &
Power
RC200 – compact pneumatic scotch
yoke actuator with instrumentation
Hanbay – high-precision
and high-speed, compact
electric actuator
CVA – linear and part-turn
precisionmodulating actuators
PICO – digital
pneumatic partial
stroke testing solution
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 20253
What we do continued
Global megatrends driving our growth
Our long-term growth is underpinned by powerful tailwinds in addition to our own strategic initiatives.
Automation
Automation is the use of technology to automatically
manage and optimise processes. It is a significant growth
driver for our business, as customers increasingly look
toupgrade existing systems and automate new projects
toenhance reliability, safety, efficiency and consistency.
Electrification
Electrification is the shift from mechanical to electrically-powered
control equipment and is another major growth driver for
Rotork. In many applications, electric actuators typically
consume less energy, provide more precise control and
deliverlower lifetime operating costs.
Digitalisation
Digitalisation enables industrial systems to operate more
efficiently, reliably, safely and sustainably. Our actuator and
software solutions give customers real-time insight into
performance, helping them detect issues early and optimise
processes to improve operational performance and reliability.
Positioning
>90%
Over 90% of Rotork’s sales are into industrial automation
andcontrolsystem markets
>50%
Over 50% of our sales are electric-powered actuators
40 years
We have 40 years of expertise in connected solutions
Example
CPI, data centre HVAC
Although cooling performance is critical in data centres,
weestimate that only 10 –15% of valves in the primary
building cooling circuit are currently automated. This presents
a significant opportunity as operators seek to optimise
systems to enhance their energy efficiency, reliability
anduptime. In 2025, we partnered with a data centre
inScandinavia, supplying a range of electric actuators
andgears to optimise power efficiency.
Oil & Gas, upstream electrification
Electrification is a major trend in upstream and midstream
energy markets as operators aim to reduce emissions, enhance
process control and reduce operating costs. In 2025, we
secured a significant order from an Asian customer to modernise
its brownfield operations, by replacing gas-powered actuator
units with our CVA electric actuator. Weensured seamless
integration with existing systems and maintained uninterrupted
output during the upgrade, supporting the customer’s
journey towards achieving net-zero emissions by 2030.
Read more on page 13
Water & Power, Rotork Service
Digitalisation is a key theme across our markets as customers
seek to improve operating efficiency, safety and reliability.
This creates significant opportunities for our connected
products, software and service offerings. In 2025, we
collaborated with a cogeneration power station in South
Korea to enhance actuator maintenance and diagnostics.
Using our iAM software and targeted analysis, we helped
the customer optimise maintenance planning, balancing
costand efficiency requirements.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com4
Our market dynamics
Rotork – positioned for long-term success
Our financial ambition is to achieve mid to high single-digit revenue growth and mid-20s adjusted operating profit margins over time.
Growth+ drives revenue
growth aboveour end markets
We benefit from the structural tailwinds of automation, electrification and digitalisation across our sectors,
supported by our Growth+ strategy, which focuses on: 1) high-growth Target Segments; 2) improving our
Customer Value proposition; and 3) offering Innovative Products and Services.
3.7%
OCC revenue growth in 2025
High margins, strong
productivity focus
Our business has high adjusted operating profit margins, supported by: 1) leading technology in niche markets;
2)the critical nature of our products; and 3) a differentiated route to market focused on end-user needs and
specifications, where certification and a deep understanding of our customers’ processes are essential.
24.6%
adjusted operating margins in 2025
Asset-light
manufacturingmodel
We operate a lean assembly and test manufacturing model supported by agile, in-region supply chains.
Ourasset-light and disciplined approach to capital allocation delivers strong underlying cash conversion
throughtheeconomic cycle.
101%
cash conversion in 2025
Disciplined approach
tocapitalallocation
Capital allocation is governed by a clear and structured policy, with priorities focused on: 1) organic investment
– encompassing new products, expansion into new end markets and regions, and internal systems; 2)maintaining
a progressive dividend policy; 3) pursuing strategic M&A; and 4) returning excess cash to shareholders.
£167m
invested in M&A, dividends
andbuybacks in 2025
Leading return on capital
The combination of high adjusted profit margins, an asset-light manufacturing model and a disciplined approach
tocapital allocation enables the Group to generate market-leading returns. Together, these strengths provide
aresilient platform for reinvestment and underpin long-term value creation for shareholders.
38.4%
ROCE in 2025
Strategic commitment
tosustainability
Sustainability is central to Rotork’s purpose and is embedded in the Growth+ strategy via our
‘EnablingaSustainable Future’ initiative. We continue to support customers to improve their
environmentalperformance, while advancing our own sustainability commitments.
-43%
reduction in CO
2
e vs 2020
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 20255
Investment case
Embedding our cultural DNA
Building on the work completed in 2024, the
Board was pleased to see the successful launch
of our cultural DNA initiative in 2025. We recognise
the importance of a strong and cohesive culture,
and our cultural DNA captures what makes Rotork
unique while guiding how we work and succeed
together. Strong participation and positive results
from our second externally-managed employee
engagement survey illustrate the positive impact
this work is already having throughout the Group.
2025 was another year of progress under the Growth+ strategy,
which has driven sustained growth, improved margins and
enhanced returns since its launch in 2022.
Stewardship
forsustainable
valuecreation
Dorothy Thompson, CBE
Chair
“ Our purpose remains clear:
keeping the world flowing for
future generations, guiding
everydecision we make.”
Dorothy Thompson, CBE
Chair
Performance in our Target Segments was
particularly encouraging, with further
improvements in profitability and ROCE, reflecting
the success of internal initiatives focused on
long-term value creation for all stakeholders.
Our purpose, ‘keeping the world flowing for
future generations’, remains clear and is the
foundation for our decision making and
long-term strategy.
Strategic report Corporate governance Financial statements
6Rotork Annual Report 2025 rotork.com
Chair’s statement
Capital allocation and dividend
Capital allocation remains a central focus for
the Board, and our priorities are unchanged,
asoutlined later in this report. During the year,
we completed the acquisition of NOAH Actuation
Co., Ltd. (‘Noah’) and returned excess capital
toshareholders through our share buyback
programmes. We continue to assess and pursue
strategic acquisitions that support our Growth+
strategy, while maintaining our disciplined approach
to capital allocation.
2025 marks another year of an increased dividend,
underlining the strength and resilience of the
business. The Board is recommending a final
dividend of 5.35p per ordinary share, which,
together with the interim dividend of 2.95p,
results in a total ordinary dividend of 8.30p per
share for the year. This is a 7.1% increase on
2024. Subject to shareholder approval, the
2025 final dividend will be paid on 2 June 2026
to ordinary shareholders on the register at the
close of business on 24 April 2026.
Board update
Karin Meurk-Harvey will step down as a
Non-executive Director following the conclusion
of the Company’s next AGM on 1 May 2026.
Karin has been a valuable member of the Board
since September 2021 and departs with our
sincere appreciation. The Board remains focused
on maintaining the highest standards of governance
and the Nomination Committee has commenced
a formal process to identify and appoint a suitable
new Board member who will bring complementary
expertise to support the Group’s long-term success.
People
On behalf of the Board, I would like to thank
allour employees for their dedication and
contribution. Delivering our purpose and
strategy would not be possible without their
talent and commitment. Together, we remain
focused on building a stronger, more efficient
and resilient organisation for the future, and I
look forward to what we will achieve together
in the year ahead.
Dorothy Thompson, CBE
Chair
9 March 2026
“ The launch of the cultural DNA
initiative is already guiding how
we work and succeed together,
while delivering a positive
impact across the Group.”
Dorothy Thompson, CBE
Chair
Section 172 (1) Statement
In accordance with Section 172 (1) of the
Companies Act 2006, we as a Board have
aduty to promote the success of Rotork for
the benefit of Rotork’s members. In doing
so, the Board has regard for the interests of
our people, the success of our relationships
with suppliers and customers, the impact of
our operations on the community and the
environment, the desirability of maintaining
a reputation for high standards of business
conduct and the consequences of decisions
in the long-term. Stakeholder considerations
are woven throughout all Board discussions
and decisions.
Further information on our stakeholder
engagement can be found on pages 98 to
105 of the Corporate Governance Report.
Details on how we have engaged with our
stakeholders on our sustainability strategy
can be found on page 28.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 20257
Chair’s statement continued
I am especially grateful to our over 3,500 people
for their hard work, dedication andcommitment
in driving improvements across the Group. Aswe
focus on further Growth+ initiatives, I remain
confident in our long-term potential and ability
tocontinue creating sustainable value for
allstakeholders.
Another year of growth
2025 was another year of order and revenue
growth. Group orders rose 5.2% year-on-year
to £782.6m, driven by 6.0% organic constant
currency (OCC) growth and the acquisition of
Noah in March. Group sales increased by 3.7%
OCC to £777.3m (3.0% reported). The business
performed well despite tariff-related uncertainty
in the first half, and customer-driven project
delays in Oil & Gas at the end of the year.
Advancing our
Growth+ strategy
Kiet Huynh
Chief Executive Officer
Oil & Gas revenues were stable, delivering
0.6%OCC growth (reported decline of 1.2%).
Upstream grew, supported by progress in our
electrification Target Segment initiative, despite
challenging underlying market conditions.
Downstream performance was stable, with
support from service and brownfield-related
activity. Order intake remained good; however,
midstream experienced a weaker second half
due to customer-driven project delays at the
end oftheyear.
“ Thanks to the dedication of
ourmore than 3,500 people,
wedelivered further progress
in2025 and continued to build
long-term value for all
ourstakeholders.”
Kiet Huynh
Chief Executive Officer
The Group delivered another year of progress, despite mixed market
conditions. Our purpose-driven Growth+ strategy continued to
deliver tangible financial benefits, and we accelerated capital
deployment to support long-term growth and value creation.
Wealso made meaningful improvements to internal processes
andfurther strengthened our culture.
Strategic report Corporate governance Financial statements
8Rotork Annual Report 2025 rotork.com
Chief Executive Officer’s statement
Capital allocation
We continue to invest in
strengthening our leadership
inintelligent flow control,
whilemaintaining a progressive
dividend and returning excess
capital to shareholders.
EMEA and the Americas delivered solid growth
in 2025, with performance in each region
underpinned by particularly strong results
intheMiddle East and the USA respectively.
APACremained stable over the period.
Rotork Service reported another good performance,
growing faster than the broader Group. It reached
24% of Group sales in 2025 (23% in 2024).
Rotork Service is a key differentiator versus our
peers and is managed as a separate unit by
each of our divisions.
High profitability and returns
Adjusted operating profit was strong in 2025 at
£191.5m, resulting in 100bps of margin expansion
to 24.6% (2024: 23.6%). This reflected good
operating leverage, favourable mix and ongoing
productivity initiatives, together driving 10.0%
OCC adjusted operating profit growth. Reported
operating profit was £157.1m, up 15.6%
year-on-year, with the principal adjustment
relating to costs associated with our Business
Transformation programme.
Another year of growth continued
CPI performed strongly, achieving 7.0% OCC
growth. Reported revenue growth was higher
at 9.0%, including the acquisition of Noah in
March. Underlying core markets were relatively
subdued in the period. However, CPI’s strategy
to pivot towards growth opportunities and its
strategic focus on speciality chemicals, mining,
critical HVAC and marine markets enabled the
division to deliver good growth, particularly in
the second half of the year.
Water & Power delivered good growth in 2025,
increasing 6.1% OCC (reported growth of 4.5%).
In water, investment in modernisation, resilience
and technology supported broad-based
growth, with strong activity in infrastructure
upgrades and advanced treatment projects.
Power markets continued to recover, with good
growth inrefurbishment work in the traditional
powersegment.
ROCE improved again to 38.4% (2024: 37.3%)
demonstrating the attractiveness of the Group’s
competitive positioning and asset-light
manufacturing model. Our performance was
helped by the increase in margins and
disciplined control of capital employed.
Active and disciplined capital allocation
We retained a strong balance sheet and ended
the year with net cash of £65.3m (31December
2024: £125.3m), with the reduction mainly reflecting
M&A activity and additional share buybacks.
Rotork continues to take a clear and disciplined
approach to capital allocation, focused on
delivering both growth and returns. Our priorities,
in order, remain organic investment in the
business, a progressive dividend, strategic
acquisitions and additional shareholder returns.
We are pleased with the progress made in 2025.
The successful acquisition of Noah in March
broadened our electric actuator offering, and
the business has performed well since joining
Organic investment – focused on capex and
the Business Transformation programme
1. 2.
Ordinary dividend – progressive policy
8.3p
Full year dividend
pershare in 2025
7.1%
Full year dividend
persharegrowth in 2025
Value-creating M&A – bolt-on focus,
in line withGrowth+ strategy
3. 4.
Excess capital – returned to shareholders
Capital allocation
policy
the Group. We completed the £50m buyback
announced in March 2025 and confirmed a
follow-on £50m programme in November.
Wealso returned £66.6m (2024: £63.3m)
through our ordinary share dividend.
Growth+ strategic progress
Our Growth+ strategy is rooted in our core
purpose, ‘keeping the world flowing for future
generations’, and in our vision to lead in intelligent
flow control. The strategy reflects our commitment
to sustainability and our contribution to a
low-carbon future, while delivering advanced,
intelligent solutions that enhance safety, efficiency,
and uptime for our customers. Electrification,
automation and digitisation are key tailwinds
forthe Group, and our strategy is focused on
maximising these long-term structural trends.
At the core of the Growth+ strategy are three
pillars: Target Segments, Customer Value and
Innovative Products and Services. In 2025,
wemade good progress on each of these pillars.
1.6%
Capex to sales
in2025
£26m
Invested in Business
Transformation in 2025
£42m
Noah acquisition
cost
£11m
Sales contribution
from Noahin 2025
£60m
Returned via
buybacks in 2025
£40m
Buyback remaining
at 2025 year-end
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 20259
Chief Executive Officer’s statement continued
“ In 2025 we strengthened our
culture through our new DNA
initiative and reinforced the
foundations that will support
ourlong-term growth.”
Kiet Huynh
Chief Executive Officer
The Innovative Products and Services pillar is
centred on extending our competitive advantage,
adapting to changing market conditions and
capturing new opportunities. We continued to
streamline how we deliver innovation, with an
increasing focus on insights from our voice of
the customer programme to shape our product
roadmap. In 2025, we launched the IQ3 Perform
electric actuator to further strengthen our flagship
range. We also introduced the new RTP positioner
range, offering improved long-term reliability,
and progressed several newconnectivity solutions.
In addition, we introduced our AI hub,
acollaborative initiative designed to explore
howartificial intelligence can support innovation,
efficiency and growth across the Group. The
initiative establishes clear governance and
integration principles, encourages the responsible
use of AI within our business and identifies both
process-related and product-related opportunities.
Growth+ priorities
Our robust business model and Growth+ strategy
provides a strong foundation for sustainable
growth and long-term value creation for all
ourstakeholders. We remain ambitious, and
beyond 2025 see significant opportunities
tounlock further potential across the Group.
We continue to see good momentum in our
Target Segments initiatives and are particularly
excited about the prospects for our recent
acquisitions, Hanbay and Noah, within data
centres. We have been investing to re-enter
thenuclear market as the long-term outlook
forthis part of the power sector is very
attractive and we are well positioned. Rotork
Service also provides a good runway for
growth, given our significant installed base,
thecriticality of our products and our
well-embedded customer relationships.
Growth+ strategic progress continued
Target Segments focus on growth opportunities
that enable Rotork to grow ahead of its underlying
markets, with specific opportunities identified
in each division. We performed strongly in 2025,
with Target Segment OCC revenue growth of
8% for the year (2024: 9%).
In Oil & Gas, successes included a significant
order from a customer in APAC to modernise
its upstream operations. This involved replacing
gas-powered actuators with our electric CVA
product, supporting its climate-related goals.
In CPI, critical HVAC is a key Target Segment
and in 2025 we partnered with a data centre
customer in Scandinavia, supplying electric
actuators into an artificial intelligence and
high-performance computing expansion project.
Water & Power continued to make good progress
in several of its Target Segments, including
supporting a North American customer with
itsPFAS water treatment project.
The Customer Value pillar focuses on strengthening
our offering and enhancing internal processes
to provide industry-leading customer experience.
In the year, we made good progress on our
Business Transformation programme, updating
our systems and aligning processes, including
the continued rollout our new enterprise resource
planning (ERP) system to several additional sites.
We also advanced several go-to-market initiatives,
including the expansion of our facility in Saudi
Arabia, alongside broader commercial
excellence initiatives.
Looking further ahead, we also see meaningful
opportunities to reinforce the strength of the
Group through disciplined capital allocation
aligned with the Growth+ strategy. Alongside
investing in organic growth, we will continue
topursue targeted M&A to enhance our
capabilities and market positions.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com10
Chief Executive Officer’s statement continued
Safety continues to be a key priority
Safety remains the foundation of our operations
and culture. We are committed to ensuring the
wellbeing and safety of our people and partners
by maintaining the highest standards. Our
performance in 2025 was broadly in line with
2024, with a lost time injury rate (LTIR) of 0.08
(2024: 0.08) and a total recordable incident rate
(TRIR) of 0.24 (2024: 0.22). We will continue
toinvest in robust systems, continuous training
and proactive risk management to work towards
our zero-harm objective.
DNA and behaviours driving engagement
In 2025, we introduced our cultural DNA initiative
to support growth, scalability and our long-term
success. It builds on our strong heritage and the
qualities that make Rotork unique. Our DNA
was defined as We value our customers, We
grow together and We win as a team, after
anextensive internal programme in 2024 to
understand our culture, identify our strengths
and uncover opportunities. The DNA initiative
“ Our Growth+ strategy provides
astrong platform, and beyond
2025 we see clear opportunities
to unlock further potential across
the Group.”
Kiet Huynh
Chief Executive Officer
and associated behaviours were launched at
thestart of the year, supported by Group-wide
training in the following months. During site
visits, we have witnessed the programme in
action and taken the opportunity to listen to
the perspectives of employees across our locations.
2025 was the second year of our
externallymanaged engagement survey.
Itwasparticularly pleasing to see 86% of
ouremployees participate and a significant
increase in our overall engagement scores.
Feedback from the survey provided valuable
insights to help launch our cultural DNA initiative
and will continue to be one of the ways we
develop Rotork’s culture, enabling us to
measure and enhance our initiatives in future.
Continued good progress onsustainability
We made good progress on our sustainability
initiatives during the year, maintaining our AAA
MSCI ESG rating, and advancing towards our
ultimate net-zero aim. We achieved our 2030
Scope 1 and 2 (market-based) emissions
reduction target ahead of schedule. This
reflects the delivery of energy-efficiency
projects, investments we made in on-site
renewable generation and increased use of
renewable power certificates. Emissions
reductions in 2025 were supported inpart by
the 444 kWp of solar generation weinstalled at
our Lucca facility in Italy.
Sustainability remains a key focus and wehave
stretched our 2030 target to a 60% reduction
from the 2020 baseline.
Elsewhere, our customer-focused innovation
continues to enhance product efficiency and
sustainability performance. A highlight in 2025
was the enhancement of the YT-1000 flagship
positioner, which supports our customers’
decarbonisation plans and our own ambitious
Scope 3 emissions reduction target. The upgraded
version delivers an estimated 30% reduction in
annual air consumption.
Outlook
Given the foundations of the Growth+ strategy
and the progress made since 2022, we remain
confident in our ability to deliver our financial
ambition of mid to high single-digit sales growth
and mid-twenties adjusted operating margins
over time.
For 2026, we expect continued good
momentum in CPI and Water & Power, with our
Target Segments and Rotork Service supporting
performance across the divisions. In Oil & Gas,
we expect a stable performance, with a higher
second half weighting. Our Target Segment
andRotork Service initiatives continue to ensure
we outperform wider end markets, where
downstream markets are expected to remain
stable, and upstream and midstream
areanticipated to remain subdued. While we
are mindful of the recent geopolitical
uncertainty, we expect further progress
onanOCC basis for the Group in 2026.
Kiet Huynh
Chief Executive Officer
9 March 2026
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rotork.com Rotork Annual Report 202511
Chief Executive Officer’s statement continued
Supported by our DNA
Learn how the Board monitors our cultural DNA on page 92 and 93
Growth+
overview
Our Growth+ strategic pillars, cultural
DNA initiative, value-creation model and
the seven KPIs that measure our progress.
Purpose and vision
Read more on page 12
Growth+ strategic pillars
Read more on page 13
Our DNA
Read more on page 16
Business model
Read more on page 18
KPIs
Read more on page 19
Customer
Value
Target
Segments
Innovative Products
and Services
Purpose
Keeping the world flowing
for future generations
Vision
To be the leader in intelligent flow control
Enabling a Sustainable Future
Supporting our customers to improve their environmental performance,
while continually advancing our own
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com12
Our strategy
“ Target Segments continue
todrive growth above our
underlying end markets, and
we are particularly pleased
with the 8% growth delivered
in 2025.”
Kiet Huynh
Chief Executive Officer
Target Segments
Investing in areas of significant profitable growth potential.
Strategy
The Target Segment pillar focuses on finding
attractive growth areas in our current markets,
expanding into new ones, and pursuing market
share opportunities. We concentrate on areas
where our product offering and customer needs
give us a clear right to play. This focus does not
mean we will stop competing in our core segments,
where we expect to grow more in line with the
underlying market.
Progress during 2025
Target Segments grew at 8% in 2025.
• Oil & Gas delivered strong progress in Target
Segments with several notable wins, including
modernising gas-powered actuators in Asia,
providing a tailored electro-hydraulic solution
in North America that improved control and
reduced emissions, and securing multiple
new LNG project awards.
• CPI recorded good success across its Target
Segments supplying electric actuators to a
European data centre, supporting an Asian
biopharma customer’s intelligent manufacturing
transformation with smart positioning products,
and securing decarbonisation-linked orders
for a new European biofuel producer of
sustainable aviation fuel and renewable diesel.
• Water & Power continued to gain traction
inits Target Segments. Highlights included
supporting a North American customer on a
PFAS water-treatment project, andwinning
several desalination orders, including a
major copper mining projectin South America.
Target Segments by division
Oil & Gas
• Upstream electrification
• Midstream electrification
• LNG
• Brownfield opportunities
Water & Power
• Water infrastructure
• Water, wastewater and treatment
• Desalination
• Alternative energy (incl. nuclear)
Chemical, Process & Industrial
• Speciality chemical
• Critical HVAC
• Mining
• Marine
Decarbonisation is a Target Segment
forallRotork divisions.
Division: Water & Power
Segment: Nuclear
Nuclear is increasingly viewed as a reliable, low-carbon baseload option in markets where
broader electrification trends and AI are causing rising power demand. In its high-case
scenario, the International Atomic Energy Agency is forecasting 950GW of global nuclear
generating capacity in 2050. We expect good growth in refurbishment-related demand in the
medium term, and significant potential in new-build small modular reactors (SMR) in the 2030s
given their flexibility, lower upfront costs and suitability for more distributed power.
Rotork’s positioning
Rotork has supported the nuclear industry since the 1960s, with a significant installed base of
safety-related containment actuators in service worldwide. In 2025, we set out a clear strategy
andcommitted targeted investment in the nuclear market, leaving us well placed to capitalise on
thesignificant opportunities ahead.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202513
Our strategy continued
“ We made strong progress in
2025 to deliver a faster, more
responsive customer experience.”
Kiet Huynh
Chief Executive Officer
Customer Value
Continually enhancing the customer experience.
Strategy
The Customer Value pillar strengthens our offering
and streamlines internal processes to deliver an
industry-leading customer experience. It includes
three key initiatives: 1) go-to-market enhancements
to refine how we organise and support customer
facing roles; 2) our global supply chain programme,
to reduce lead times and improve flexibility; and
3) improvements to the customer experience
through enhanced internal processes that drive
accountability, transparency and speed. Our
internal process improvements are underpinned
by the introduction of a single ERP platform.
Progress during 2025
• We introduced several commercial excellence
initiatives, linked to the rollout of our DNA
and behaviours, strengthening the sales
organisation. These included online tools
toassess key competencies and to deliver
targeted training in customer service.
• Rotork joined the Rockwell Technology Partner
programme, with the IQ3 Pro actuator with
Ethernet connectivity now included in its
product catalogue and design tools.
• We formally opened our expanded facility in
Saudi Arabia, demonstrating our commitment
to localising operations in an important region.
• We launched our internal AI initiative to
establish howitcan support innovation,
efficiency and growth across our business.
• We continued to progress the rollout of our
new ERP system across the Group, including
steps to improve quote responsiveness.
Customer Value initiatives
Go-to-market enhancement
• Global key account management
• Project pursuit programme
• Sales force academy
• Rotork Service network expansion
Global supply chain programme
• Lead time reduction initiative
• Global supply chain programme
Improved customer experience
• Business process re-engineering
• Faster quotation and on time delivery
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com14
Our strategy continued
Initiative: Go-to-market enhancement – Rotork Service
Rotork Service launched the next evolution of reliability services in 2025, integrating predictive
technologies, expanding product coverage, and streamlining processes for faster, easier and more
tailored maintenance. Backed by highly trained engineers, intelligent asset data, and a global support
network, the enhanced offering delivers deeper insights and more consistent, factory-certified service
throughout the entire asset lifecycle.
Innovative Products
andServicesinitiatives
• Target Segment aligned investment
• Electrification
• Connected and digital products
• Make vs buy M&A
• Leverage Rotork Service
“ This year we accelerated our
innovation cadence, pioneering
advancements in connectivity,
control and design.”
Ross Pascoe
Chief Technology Officer
Innovative Products and Services
Accelerating innovation.
Strategy
The Innovative Products and Services pillar focuses
on extending our competitive advantage, adapting
to changing market conditions, addressing new
opportunities and improving our customers’,
and our own, sustainability. Since the launch of
Growth+, we have streamlined how we deliver
innovation and how we develop new products,
with increasing emphasis on voice of the customer
initiatives to drive our product road map. We
remain aligned to our Target Segment strategy,
focusing on connected electric solutions with
advanced diagnostics and high levels of efficiency.
Our long-term plans include evaluating
make-versus-buy options, demonstrated
bytheacquisition of Noah in theyear.
Progress in 2025
• We launched our IQ3 Perform actuator,
extending the reach of our flagship range.
This helps increase market penetration in
Target Segments like desalination.
• We introduced the RTP 4000 range in the
second half of the year. This next-generation
intelligent valve positioner is designed to
offer seamless installation and diagnostics,
and ensure long-term reliability.
• We introduced software for integration
withRockwell products, and continued
thedevelopment of our non-intrusive
Ethernetsolutions.
• We launched a new configuration of the
YT-1000 value positioner, significantly reducing
energy usage (read more on page32).
• We conducted our largest voice of the
customer programme to further inform our
product road map, and strengthened our
advanced applications engineering capability.
Initiative: Target Segment aligned product – IQ3 Perform
To broaden market reach, we launched IQ3 Perform in 2025. This new tier of the IQ3 platform is
designed to target underrepresented Target Segments (such as desalination) by providing a more
flexible and accessible option within our flagship range. IQ3 Perform expands the choice available to
customers, while maintaining the core reliability, diagnostics and performance that define the IQ3 family.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202515
Our strategy continued
Evolving our culture
In 2024, we embarked on a culture journey with our employees with the aim of acknowledging
ourstrengths as an organisation, to reflect on what makes our culture unique and identify long-term
opportunities to accelerate growth and scalability. While our existing values have served us well over
the past six years, this initiative provided us with an opportunity to evolve, to continue to support
ourGrowth+ strategy and shape Rotork’s sustainable future, together.
2024 – understanding our culture
• In 2024, we undertook extensive discussions across Rotork,
including leadership interviews, global crowdsourcing
events and employee focus groups, to better understand
our strengths and areas for growth. These insights helped
us identify opportunities to evolve and build on our strong
cultural foundations.
• Following the initial insight phase, we hosted a series of
global employee workshops to share findings and gather
further feedback to evolve our previous values into our
cultural DNA. We engaged over 800 employees across
27countries during the insight and design phases.
• As a result of this inclusive approach, our DNA has
genuinely been shaped by our people and therefore
resonated clearly across Rotork in 2025.
2025 – launching our evolved DNA
Q1
• In March 2025, we introduced our evolved
culture and DNA to our senior leaders at
ourLeadership Conference.
• At the Leadership Conference, we equipped
them with the skills to role model our DNA
and to champion embedding it intothe
fabric of everything they do with their
teamslocally.
Q2
• From April we cascaded our new cultural
DNA and associated behaviours to all
employees through aseries of events,
including town halls hosted by our leaders.
• We relaunched our recognition scheme
aligned to our evolved DNA, which resulted
in astrong uptake in the way our colleagues
recognised each other.
• In May, we launched our new Culture
Champion Network, which has played an
important role in embedding our cultural
DNA across all locations. The global network
was heavily oversubscribed, demonstrating
the strong level of engagement with our
evolved culture.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com16
Our DNA
Q3
• During Q3, we focused on embedding our cultural DNA into the way we lead, grow
and engage our people, recognising this as essential to unlocking our full potential.
We introduced our new behavioural framework, which clearly defines the behaviours
expected at Rotork andprovides a consistent foundation for development,
performance andleadership.
• We also launched our brand-new flagship global People Manager Programme. This
critical enabler is taking over 500 people managers through a comprehensive journey
to cement our cultural DNA and the behaviours into day-to-day leadership practices.
• We fully integrated the DNA and behavioural framework into our performance
management approach, resulting in a strong focus on both the ‘what’ and
‘how’ of performance. This integration enabled us to reinforce clear behavioural
expectations and support more meaningful conversations around the
behaviours and growth of our people.
• Measuring the engagement of our people in this transformation was
keyto gauging our success. Our annual employee engagement survey in
September showed a significant increase in the global engagement score,
outperforming similar organisations participating in their second year using
the external engagement partner. One of the questions we measured was
related to the extent to which our managers consistently role model our DNA
andbehaviours. This question achieved a strong 4.08 out of 5. This demonstrates
that our managers are leading by example and supporting our evolution by role
modelling our culture and behaviours.
Our DNA shapes how we lead, grow, and engage our people and customers. It fosters behaviours and experiences that drive success,
reflecting what makes Rotork unique while building on strong foundations for collaboration, innovation, and shared success.
Learn how the Board monitors our cultural DNA on page 92 and 93
In 2026 and beyond
Looking ahead, we continue on our multi-year
journey to ensure that our culture remains a driver
of long-term success. Byembracing our evolved
DNA as Rotork scales, we are building a business
that is customer focused and connected, while
also emphasising human performance.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202517
Our DNA continued
Customers
£783m
orders in the year
Read more on page 24
Employees
£216m
wages, salaries and
benefitspaid
Read more on page 50
Supply
chain
£390m
spent with external suppliers
Read more on page 41
Society
-9%
CO
2
emissions, YoY
Read more on page 35
Governments
and regulators
£39m
corporate cash tax paid
Read more on page 54
Shareholders
£67m
cash dividends to
ordinaryshareholders
Read more on page 24
1
3
2
4
5
How we create value
The value we created in 2025
Our proprietary intellectual
property, highly skilled people,
global manufacturing footprint
and strong financial position
arethe foundation of our
differentiated business model.
Our inputs
Our Growth+
strategy
Read more on page 12
Understanding
customer needs
We focus on deep engagement with
ourcustomers through our route to
market and sales teams to understand
their automation challenges and
operational goals. This application
engineering insight enables us to provide
tailored solutions and strengthens
long-term partnerships.
Driving innovation
in critical applications
Innovation is a key pillar of our
Growth+strategy. We invest in
technologies and R&D to develop
solutions that address the
mission-critical operations of
our customers, to ensure we meet
superior performance, reliability
and sustainability requirements.
Our leading service offering
provides furthercustomer
insights that also
drive innovation.
Asset-light, world-class
manufacturing
We are a global manufacturing business,
with sites operating around the world.
Our asset-light design, assembly and test
model ensures operational flexibility and
low financial capital employed.
Comprehensive
lifecycle support
We provide end-to-end lifecycle
services,including installation, parts,
maintenance, upgrades and digital
monitoring and preventative
maintenance. These offerings help
customers maximise operational
efficiency, reduce downtime and
improve safety.
Self-reinforcing
capital allocation
We continue to invest to strengthen our
leadership in intelligent flow control. Our
disciplined approach prioritises organic
growth initiatives, while targeted
external investments expand our
productcapabilities in existing and
adjacent markets.
How we
create value
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com18
Business model
Financial KPIs
Growth, earnings quality and capital efficiency.
Revenue growth %
3.0%
Linked to remuneration
R
Adjusted operating margin %
24.6%
Linked to remuneration
R
25
24
23
25
24
23
Why we measure it
Clear, measurable indicator of business performance
reflecting underlying market demand, strategic
progress and M&A.
How we calculate
Increase in revenue year-on-year divided by prior
year revenue.
Comments on results
Group revenue increased 3.0% year-on-year.
OCC growth reached 3.7%. The contribution
from Noah, acquired in March, was more than
offset by adverse foreign exchange movements.
Our ambition is to achieve mid to high single-digit
revenue growth year-on-year over time.
Why we measure it
Provides an underlying view of profitability,
excluding non-recurring items, enabling a better
assessment of the quality of revenue growth,
operational efficiency and performance against
strategic goals.
How we calculate
Adjusted operating profit is shown as a %
ofrevenues and excludes amortisation and
non-recurring items.
Comments on results
The adjusted operating margin increased 100bps
year-on-year on a reported basis (+140bps OCC),
helped by favourable mix and operational
efficiencies. Our ambition is to achieve a
mid20sadjusted operating margin over time.
Cash conversion %
101%
Linked to remuneration
R
ROCE %
38.4%
25
24
23
25
24
23
Why we measure it
Measures how effectively profits are turned
intocash, ensuring quality of earnings and
liquidity to fund operations, investments
andshareholder returns.
How we calculate
Cash flow from operating activities before tax
outflows, other cash adjustments (including
Business Transformation costs) and cash pension
costs as a percentage of adjusted operating profit.
Comments on results
Cash conversion remained over 100%,
butdeclined year-on-year due to an increase
inworking capital.
Why we measure it
Provides a view on how efficiently we generate
profit from our capital base, providing a clear
indicator of operating and capital productivity.
How we calculate
Adjusted operating profit as a percentage of
average capital employed. Capital employed is
defined as shareholder funds less cash held, with
the pension fund surplus/deficit net of deferred
tax deducted/added back.
Comments on results
ROCE improved to 38.4%, helped by the increase
in adjusted operating margins and disciplined
control of capital employed.
12.0
4.9
3.0
22.9
23.6
24.6
120
119
101
33.9
37.3
38.4
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202519
KPIs
Non-financial KPIs
Health, safety and environmental performance.
Total recordable incident rate (TRIR)
0.24
Linked to remuneration
R
Adjusted EPS growth %
6.9%
Linked to remuneration
R
25
24
23
25
24
23
Why we measure it
Measures workplace safety performance,
helpingto demonstrate commitment to
employee wellbeing, compliance with health
andsafety standards and quality of
manufacturing operations.
How we calculate
TRIR is the number of recordable incidents
multiplied by 200,000 divided by the number
ofhours worked.
Comments on results
TRIR increased +0.02 in 2025, but overall remains
at a low level. We have a relentless focus on
safety as we work towards our zero-harm objective.
Why we measure it
Reflects underlying earnings performance
byexcluding one-off items. Demonstrates
progress in delivering strategic initiatives
andshareholder value.
How we calculate
Increase in adjusted basic EPS year-on-year
(based on adjusted profit after tax), divided
bythe prior year adjusted basic EPS.
Comments on results
Adjusted EPS growth of 6.9% was in line
withthe growth in adjusted operating profit.
Netfinance income was lower in the year,
offsetby alower share count.
Scope 1 and 2 emissions tCO
2
e %
-43%
Linked to remuneration
R
25
24
23
Why we measure it
Direct and indirect greenhouse gas emissions
fromoperations and energy use, providing
aclearindicator of environmental impact and
progress towards our decarbonisation goals.
How we calculate
Energy usage, transport and refrigerant data is
converted to Scope 1 and Scope 2 (market-based)
equivalent tonnes of CO
2
e and compared to our
2020 baseline.
Comments on results
We achieved our targets earlier than planned
reflecting the projects and investments
throughout the business.
Financial KPIs continued
Growth, earnings quality and capital efficiency.
(32)
(37)
(43)
14.8
8.7
6.9
0.26
0.22
0.24
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com20
KPIs continued
£m 2025 2024 Change OCC change
Revenue 351.2 355.5 -1.2% +0.6%
Adjusted operating profit 97.6 92.0 +6.0% +9.1%
Adjusted operating margin 27.8% 25.9% +190bps +220bps
The leading provider of actuators
and related technologies for the
global oil and gas sector. Our
solutions support operations
across the entire value chain,
from upstream (production and
operations), to midstream (pipelines
and LNG) and downstream (refining
and processing). As customers
continue to focus on automation
and electrification, our products
help them improve operational
efficiency, enhance reliability,
strengthen safety and
loweremissions.
% of Group revenue
45%
EMEA delivered good growth during the year,
supported by strong performance in electrification,
LNG and downstream markets. Performance in
APAC and Americas was more subdued, with
APAC reporting slower growth in core markets
in the second half.
Adjusted operating profit for the division was
£97.6m. The margin improved year-on-year,
supported by growth in Target Segments,
favourable product mix and ongoing
operational efficiencies.
End markets
We continue to see opportunities across Oil &
Gas, with activity increasingly focused on gas,
LNG and customer efficiency and automation
initiatives.
In upstream, we anticipate subdued market
conditions
alongside ongoing opportunities
driven by gas and electrification trends.
Although emissions regulation has been
deprioritised in some regions, operators are
focused on cost discipline and efficiency,
creating opportunities for our upstream
electrification initiatives.
Midstream investment in 2026 is likely to be
subdued, but led by growth in natural gas
infrastructure, LNG-linked assets and brownfield
efficiency initiatives. These trends reflect broader
demand for energy security, flexibility and
reliability, particularly in regions with a greater
reliance on gas-fired power generation.
With supportive refining margins, stable
demand and limited new capacity planned, we
expect the downstream market to remain stable
in 2026. We anticipate spending to be focused
on maintenance, upgrades and efficiency
initiatives, consistent with our higher service
and brownfield exposure within this segment.
Key takeaways
• Revenues were stable on an OCC basis
(+0.6%)with growth in upstream and a
soliddownstream performance.
• Midstream softened in the second half
reflecting customer-driven project delays.
• Good growth in EMEA, while growth in
APAC and the Americas was more muted.
• Adjusted operating margin increased due to
mix and operating efficiencies.
Performance
Divisional revenues were stable, delivering
0.6%OCC growth (reported decline of 1.2%).
Upstream revenues increased during the year,
supported by continued progress in our
electrification Target Segment initiative, despite
weak underlying market conditions. Downstream
revenues were stable for the year, in line with
broader market trends, supported by good
levels of service andbrownfield-related activity.
In midstream, LNG investment remained a
tailwind for the business; however, core
revenues declined during the year.
Divisional growth slowed in the second half
of2025. Order rates remained good; however,
midstream experienced a weaker second half
due to customer-driven project delays at the
end of the year.
Division:
Oil & Gas
Segment: Rotork Service
Sector: Downstream
Region: EMEA
Service continues to represent a key
growthopportunity in our downstream
markets. In 2025, we supported a leading
refinery in Western Europe to enhance
actuator reliability and implement a
structured preventative maintenance
programme. Through phased upgrades to
our latest connected electric actuators,
combined with proactive diagnostics using
our iAM monitoring platform, we helped the
customer improve operational performance
and asset reliability.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202521
Divisional review
CPI supplies specialist actuators
and instruments for niche, critical
applications across a broad range
of chemical, process and industrial
markets. Rotork has historically
been underrepresented in several
of these markets, where we have
significant potential to increase
market share and develop new
opportunities. The division
addresses critical reliability,
efficiency and safety challenges
for customers.
% of Group revenue
29%
Divisional growth rates accelerated in the second
half, driven by our initiatives in speciality chemicals,
data centres and marine, while underlying
market trends remained broadly unchanged.
The Americas delivered strong growth supported
by robust performance in HVAC and CPI’s core
markets. EMEA and APAC recorded modest
increases, driven by good growth in Target
Segments, partly offset by weakness in core
process markets.
Adjusted operating profit for the division was
£58.2m. Margins increased during the year, as
higher operating leverage more than offset the
initial margin dilution from the integration of Noah.
End markets
We continue to see significant growth opportunities
for CPI, underpinned by our Target Segment
strategy. In speciality chemicals, we expect
initiatives across a range of niche industries to
continue to support growth, and bulk chemical
markets are anticipated to remain mixed in the
short to medium term.
In HVAC, we anticipate our expansion into
industrial markets to remain a positive contributor,
with the outlook for data centres particularly
encouraging. We are seeing increasing traction
from our go-to-market approach for both
Hanbay and Noah within the server room,
where opportunities are supported by the
transition to liquid-based cooling.
In mining, market conditions remain supportive.
We see continued investment in localised processing
capacity, easing permitting requirements and
increased adoption of higher-technology
automated solutions to benefit demand
forourelectric actuator products.
Key takeaways
• Revenues grew 7.0% OCC, with a strong
second half performance.
• Strong growth in key Target Segments –
including speciality chemicals, HVAC, marine
and mining.
• Core markets remained subdued during the year.
• Adjusted operating margin increased, driven
by positive operating leverage.
Performance
Divisional revenues grew by 7.0% OCC year-on-year
(reported growth of 9.0%). Despite a weak
chemicals market, overall chemicals revenues
were stable due to a strong performance in
speciality chemicals offset by continued
pressure in the bulk markets due to industry
overcapacity. Within speciality chemicals, we
recorded good growth in battery chemicals,
pharmaceutical and biofuels
markets. HVAC
continued to deliver good growth,
supported by
solid performance in critical HVAC and very
strong demand in data centre markets. Mining
and marine also delivered strong growth during
the year. In mining, investment increased across
copper and gold markets. In the marine
segment, growth was driven by the increasing
electrification of vessels, higher defence spending
in Europe and the USA and robust activity in
Asian commercial new build and retrofit markets
.
Core process markets were relatively subdued
inthe year.
Division:
Chemical, Process
& Industrial
£m 2025 2024 Change OCC change
Revenue 223.4 205.0 +9.0% +7.0%
Adjusted operating profit 58.2 53.0 +9.9% +9.9%
Adjusted operating margin 26.1% 25.8% +30bps +70bps
The outlook for marine remains encouraging,
supported by the industry’s transition to sustainable
fuels and electrification trends across new build
and retrofit markets. Continued regulatory
pressure, fleet renewal and defence-related
investment in Europe and the USA are expected
to underpin demand over the medium term.
While the structural tailwinds of automation,
electrification and digitalisation remain in place,
we expect core process markets, which include
steel, cement, pulp and paper, to remain
relatively subdued.
Segment: Target
Sector: Speciality chemicals
Region: APAC
CPI remains focused on key Target Segments,
including speciality chemicals, where we
see good growth potential. In 2025, we
supported a major Chinese biopharmaceutical
customer in expanding operations and
improving process efficiency, while maintaining
high-quality standards. Aspart of its intelligent
manufacturing transformation, we delivered
a range of products with enhanced
diagnostics to meet critical requirements
forstability, accuracy and monitoring.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com22
Divisional review continued
A leading supplier of actuators
and related products to water,
wastewater and treatment
markets. It also serves power
markets, from geothermal
through to gas-powered
applications. We have significant
growth opportunities through
the structural tailwinds in our
markets and demand from
customers seeking to address
water quality and scarcity
challenges. Water markets
represented around 70% of
divisional sales intheyear.
% of Group revenue
26%
The Americas grew strongly, with robust increases
in water treatment and power. APAC also saw
strong momentum, supported by good growth
in desalination, water infrastructure and
alternative energy. EMEA was more subdued,
reflecting softer demand in water markets.
Adjusted operating profit for the division was
£58.0m. Despite operating leverage on higher
volumes, mix effects, currency headwinds and
increased investment led to a year-on-year
decline in adjusted operating margin.
End markets
Global water investment continues to grow,
supported by rising water scarcity, population
increases, climate change and ageing
infrastructure. Modernisation and resilience
programmes are driving activity across most
markets, and we expect this demand to remain
good. Infrastructure upgrades and advanced
treatment projects should continue to provide
attractive opportunities, alongside long-term
growth in desalination, which will be further
supported by our internal initiatives.
Power markets continue to recover, supported
by sustained growth in electricity demand from
industry, data centres and electrification. We
anticipate service and refurbishment activity to
remain robust in our core gas and traditional
power markets. The outlook for nuclear is also
encouraging, and we are investing to re-enter
this market to support our installed base and
capture longer-term opportunities in the small
modular reactor (SMR) segment.
Key takeaways
• Revenues grew 6.1% OCC, with solid
growth in water markets.
• Power markets continued to recover, helped
by gas-related demand.
• Strong growth in the Americas and APAC,
with more subdued performance in EMEA.
• Adjusted operating profit margin decreased
year-on-year, due to mix and investment.
Performance
Divisional revenues grew by 6.1% OCC year-on-year
(reported growth of 4.5%). Growth in water
infrastructure and treatment markets was solid,
supported by continued customer investment in
modernisation, resilience and technology.
Alternative energy delivered good progress,
benefitting from expansion in the solar, wind
and geothermal sectors. Core power markets
also continued torecover, driven by a strong
performance intraditional markets in China and
increased gas-related demand in the Middle
East and theUSA.
Divisional growth rates moderated in the
second half due to a tougher prior year
comparison. However, underlying market
trendsremained good, with power improving.
Division:
Water & Power
£m 2025 2024 Change OCC change
Revenue 202.7 193.9 +4.5% +6.1%
Adjusted operating profit 58.0 56.4 +2.9% +6.0%
Adjusted operating margin 28.6% 29.1% -50bps -10bps
Segment: Target
Sector: Water – desalination
Region: Americas
Water quality concerns, increasing scarcity
and tightening regulation are driving
significant investment across the water
sector, including desalination. In 2025,
wesecured several desalination orders,
including a major project in South America
serving copper mines in Chile. Our deep
process expertise enabled us to fully
understand the customer requirements
andaccelerate commissioning.
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rotork.com Rotork Annual Report 202523
Divisional review continued
Revenue
£777.3m
Adjusted operating profit
£191.5m
Adjusted operating
profit margin
24.6%
Profit before tax
£157.9m
The Group delivered another year of profitable growth, with
higher orders, sales and operating profit, resulting in 10%
organic constant currency (‘OCC’) adjusted operating profit
growth for the year. ROCE increased again in the year to 38.4%,
due to good cash conversion and disciplined capital deployment.
Order intake was £782.6m (2024: £744.3m), up 5.2% from the
prior year or 6.0% on an OCC basis, with all divisions delivering
OCC growth.
Growth+ drives good
order growth, enhanced
margins and accelerated
capital deployment
Ben Peacock
Chief Financial Officer
Group revenue increased 3.7% on an OCC basis
to £777.3m (2024: £754.4m). On a reported
basis, revenues increased 3.0%, impacted by
aforeign exchange translation headwind of
£15.9m. Strong OCC revenue growth in CPI of
7.0% (9.0% reported) and Water & Power of
6.1% (4.5% reported) with modest growth in
Oil & Gas of 0.6% (decline of 1.2% reported).
Within Oil & Gas, good upstream and stable
downstream performance was offset by
customer-driven project delays in midstream
markets at year end.
Strategic report Corporate governance Financial statements
24Rotork Annual Report 2025 rotork.com
Financial review
Adjusted operating profit increased £13.1m,
or7.3%, to £191.5m, with adjusted operating
margin increasing 100bps to 24.6% (2024: 23.6%).
On an OCC basis, adjusted operating margin
increased 140bps. However, adverse foreign
exchange movements of £6.1m equated to a
30bps headwind.
Reported operating profit for the year of
£157.1m was £21.2m ahead of the prior year,
driven by the increase in adjusted operating
profit and non-repeat of a one-time non-cash
IAS 19 settlement of £18.0m related to the UK
defined benefit pension scheme in the prior
year (see note 27). This was offset by an
increase in other adjusting items to £31.4m
(2024: £21.9m) mainly relating to investment
inthe Business Transformation programme
anddisposal-related costs. Further details on
adjusting items are provided in note 5.
Net finance income was £0.8m (2024: £4.6m)
with the decrease driven by reduced interest
income on average cash balances given
increased capital deployed in the year.
Adjusted profit before tax was £192.3m
(2024:£183.0m), driven by the increase in
adjusted operating profit and offset by the
reduction in net finance income. The reported
profit before tax was £157.9m (2024: £140.5m).
The reconciling items between adjusted profit
before tax and reported profit before tax are
shown in note 2.
Adjusted basic earnings per share was 17.0p
(2024: 15.9p), an increase of 6.9%. Reported
basic earnings per share was 13.8p (2024: 12.1p),
an increase of 14.0%.
Acquisition
On 12 March 2025, the Group completed the
acquisition of 100% of the share capital of
Noah for a total purchase consideration of
£37.6m. Initial consideration of £35.6m was
paid on completion, with a further deferred
consideration of £2.0m recognised, with future
payment contingent on certain performance
conditions being met. Including cash acquired
of £3.8m, the total cash outflow for current
year acquisitions was £31.8m plus settlement
ofdebt acquired of £8.0m. Further details
areprovided in note 4.
From the date of acquisition, Noah contributed
£11.2m to revenue and £2.0m to adjusted
operating profit, primarily within the CPI division.
Disposal group held for sale
In the second half of 2025, the Group
commenced a sales process for two non-core
subsidiaries and, in line with IFRS 5 ‘Non-current
Assets Held for Sale and Discontinued Operations’,
the Group has classified the assets and liabilities
of both subsidiaries as held for sale in the
consolidated balance sheet. Further details on
the net assets of £12.2m are disclosed in note 18.
On 4 March 2026, the Group completed the
sale of the disposal group, as disclosed in
note34.
“ In 2025, we delivered growth, expanded
margins, strengthened ROCE, completed
the Noah acquisition and executed £60m
of share buybacks.”
Ben Peacock
Chief Financial Officer
Financial highlights
£m 2024 Exchange Acquisitions OCC 2025 OCC change Change
Orders 744.3 (16.2) 10.6 43.9 782.6 +6.0% +5.2%
Revenue 754.4 (15.9) 11.2 27.6 777.3 +3.7% +3.0%
Adjusted operating profit 178.4 (6.1) 2.0 17.2 191.5 +10.0% +7.3%
Adjusted operating margin 23.6% 24.6% +140bps +100bps
The Financial review includes a mixture of GAAP measures and those which have been derived from our reported results to provide
auseful basis for measuring our operational performance. Details of these alternative performance measures are defined in full and
reconciled to statutory measures in note 2 of the financial statements. Movements in revenue and adjusted operating profit are given
onan organic constant currency basis (see note 2 to the financial statements) so the assessment of performance is not distorted by
acquisitions, disposals and movements in exchange rates. OCC growth rates are calculated as a percentage of the retranslated prior
yearresult.
Results summary
2025 2024 Change
Adjusted profit before tax £192.3m £183.0m +5.1%
Adjusted basic EPS 17.0p 15.9p +6.9%
Reported operating profit £157.1m £135.9m +15.6%
Reported operating margin 20.2% 18.0% +220bps
Reported profit before tax £157.9m £140.5m +12.4%
Reported basic EPS 13.8p 12.1p +14.0%
Cash conversion 101% 119% —
Dividend per share 8.30p 7.75p +7.1%
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202525
Financial review continued
Adjusted items
Adjusted profit measures are presented alongside
statutory results as we believe they provide a
useful comparison of underlying business trends
and performance from one period to the next.
The Group believes alternative performance
measures, which are not considered to be a
substitute for, or superior to, International
Financial Reporting Standards (IFRS) measures,
provide stakeholders with additional helpful
information on the performance of the business.
The alternative profit measures are adjusted to
exclude amortisation of acquired intangibles,
costs related to Business Transformation from
implementing a new ERP system and
integrating business processes, as well as other
significant adjustments. These adjustments are
made to provide stakeholders with additional
information to assess the Group’s trading
performance on a consistent basis. Further
details on adjusted items are provided in note 5.
Adjusted earnings reconciliation
£m
Statutory
results Amortisation
Business
Transformation
costs
Disposal-
related costs
Other
costs
Adjusted
results
Operating profit 157.1 3.0 25.6 3.1 2.7 191.5
Profit before tax 157.9 3.0 25.6 3.1 2.7 192.3
Tax (41.0) (0.5) (6.2) (0.4) (0.5) (48.6)
Profit after tax 116.9 2.5 19.4 2.7 2.2 143.7
The table above shows the adjustments between the statutory results for the significant non-cash and other adjusting items and the
adjusted results. Note 2 sets out the alternative performance measures used by the Group and how these reconcile to the statutory
results. Further details of the adjusted items are provided in note 5.
Currency
The major currencies affecting the consolidated
income statement are the US dollar and the
euro, with the US dollar weakening against
sterling in 2025 and the euro largely flat. The
US dollar/sterling average rate of $1.32 (2024: $1.28)
provided a headwind, whilst the euro/sterling
average rate of €1.17 (2024: €1.18) provided a
slight tailwind. The net impact of these movements
alongside the basket of other currencies was a
£15.9m (2.1%) headwind to revenue and a £6.1m
(3.4%) headwind to adjusted operating profit.
The impact of currency on the Group is both
translational and transactional. Given the locations
in which we operate and the international
nature of our supply chain and sales currencies,
the impact of transaction settlement differences
can be very different from the translation impact.
We can partially mitigate the transaction impact
through matching supply currency with sales
currency, but ultimately, we are net sellers of
both US dollars and euros. It is the net sale of
these currencies which we principally address
through our hedging policy, covering up to 75%
of net trading transactions in the next 12 months
and up to 50% between 12 and 24 months.
Cash generation
Cash generated from operations decreased
9.3% to £193.0m (2024: £212.7m) with the
increase in adjusted operating profit offset
against an increased working capital outflow
tosupport growing revenues and orderbook.
The cash conversion of adjusted operating
profit into operating cash was down
year-on-year at 101% (2024: 119%).
Net cash generated from operating activities
decreased 15.5% to £125.8m (2024: £148.8m),
in line with the cash conversion noted above
and adversely impacted by an increase in the
cash flow impact of adjusting items to £27.8m
(2024: £21.2m) and an increase in income taxes
paid to £39.1m (2024: £38.8m).
Capital expenditure in the year was £9.4m
(2024: £14.0m), excluding £5.0m in capitalised
product development costs (2024: £4.3m) and
£nil in capitalised software (2024: £1.6m).
Capital expenditure in the prior year largely
related to the completion of our new facility in
China which formally opened in November 2024.
Our total Research and Development (R&D) cash
spend was £13.5m which represented 1.7% of
revenue (2024: £13.4m and 1.8% respectively).
As a result, free cash flow (note 2) was an
inflow of £106.8m (2024: £120.0m).
The other major cash outflows in the year
weredividends paid to ordinary shareholders
of£66.6m (2024: £63.3m), share buybacks
of£60.4m (2024: £50.3m) and completion
ofthe Noah acquisition of £31.8m (2024: £nil)
plus settlement of debt acquired of
£8.0m(2024: £nil).
To estimate the impact of currency at the
current exchange rates we consider the effect
of a one cent movement versus sterling. A one
euro cent movement now results in approximately
a £0.3m (2024: £0.3m) adjustment to profit
andfor US dollar, and dollar-related currencies,
a one cent movement equates to approximately
a£0.7m (2024: £0.7m) adjustment.
Return on capital employed (ROCE)
Our asset -light business model and strong
profit margins mean Rotork generates a high
ROCE. The average capital employed increased
4.2% over the year to £498.4m (2024: £478.4m).
As the Group grew revenue and expanded our
adjusted operating profit margins in the year,
ROCE increased 110bps to 38.4% (2024: 37.3%).
Our definition of ROCE is based on adjusted
operating profit as a return on the average net
assets excluding net cash and the pension scheme
asset/liability, net of the related deferred tax.
Taxation
The Group’s effective tax rate increased from
25.4% to 25.9%. Removing the impact of the
adjusted items provides a better indication of
the underlying rate and, on this basis, the adjusted
effective tax rate is 25.3% (2024: 25.2%). The
Group expects its adjusted effective tax rate to
remain higher than the standard UK rate due to
higher rates of tax in China, the US, Germany,
Italy, and India.
The Group’s approach to tax continues to be
tooperate on the basis of full disclosure and
co-operation with all tax authorities and, where
possible, to mitigate the burden of tax within
the local legislation.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com26
Financial review continued
Balance sheet
The Group finished the year with a net cash
position of £65.3m (2024: £125.3m). This
included cash and cash equivalents of £110.0m
(2024: £150.0m), offset by lease liabilities of
£22.7m (2024: £24.7m) and borrowings under
the Group’s revolving credit facility of £22.0m
(2024: £nil). The reduction in net cash can be
attributed to the free cash flow movements
described above, as well as increased
M&A
activity (Noah) and additional share buybacks.
Net working capital in the balance sheet
(including £1.3m of assets held for sale) increased
170bps to 26.8% of revenue (2024: 25.1%),
providing a working capital cash outflow of
£18.3m (2024: inflow of £7.2m) in the year.
Inventory increased by £6.2m to support closing
orderbook and trade receivables days’ sales
outstanding
1
was largely maintained at 58 days
(2024: 56 days).
The Group maintains sufficient liquidity for ongoing
operations including a £75m unsecured
revolving credit facility (‘RCF’), and a closing
cash and cash equivalents balance of £110.0m
(2024: £150.0m). The RCF was extended for two
years in March 2026 from 2027 to 2029.
1 Days’ sales outstanding is calculated on a count-back method.
The sales value including local sales taxes is deducted from the
year-end trade receivables to calculate the number of days
sales outstanding.
Risk update
Geopolitical instability remains at an elevated
level and 2025 brought continued shifts in the
geopolitical landscape. As a global business we
continue to monitor the trade position between
all locations where we are based or have customers
or suppliers and have considered the potential
impact of additional trade barriers between
these countries. Where necessary, we will take
steps to mitigate any such changes but continue
to believe they will not materially impact the
Group’s results. We have included scenarios
inthe Viability assessment on page 67 which
model the impact of these current uncertainties.
Cybersecurity risk continues to evolve, and
weclosely monitor threat intelligence and
investin cyber defences. Actions taken by
management continue to mitigate potentially
more severe outcomes in relation to supply
chain disruption risk. Emerging risks and
opportunities continue to be monitored and
reviewed. Risks and opportunities under review
include those in relation to geopolitical events
and technological, social, environmental, climate
and sustainability risks.
Credit management
The Group’s credit risk is primarily attributable
to trade receivables, with the risk spread over
alarge number of countries and customers,
andno significant concentration of risk.
Creditworthiness checks are undertaken before
entering into contracts or commencing trade
with new customers, and in companies where
insurance cover operates, the authorisation
process works in conjunction with the insurer,
taking advantage of its market intelligence.
Wemaintained coverage of the credit insurance
policy during the year and have cover in place
for virtually all of our companies at an aggregate
of 80% of receivables. Where appropriate,
weuse trade finance instruments such as
lettersof credit to mitigate any identified risk.
Treasury
The Group operates a centralised treasury
function managed by a Treasury Committee,
chaired by me and also comprising the Group
Financial Controller and Group Treasurer. The
Committee meets regularly to consider foreign
currency exposure, control over deposits, funding
requirements and cash management. The Group
Treasurer monitors compliance with the treasury
policies and is responsible for overseeing all the
Group’s banking relationships. A Subsidiary
Treasury Policy restricts the actions subsidiaries
can take, and the Group Treasury Policy and
Terms of Reference define the responsibilities
ofthe Group Treasurer and Treasury Committee.
Where appropriate, the Group uses financial
instruments to hedge significant currency
transactions, principally forward exchange
contracts and swaps. These financial instruments
are used to reduce volatility which might affect
the Group’s cash or income statement. In assessing
the level of cash flows to hedge with forward
exchange contracts, the maximum cover taken
is 75% of net forecast flows. The Board receives
treasury reports which summarise the Group’s
foreign currency hedging position, distribution
of cash balances and any significant changes
tobanking relationships.
Retirement benefits
The Group accounts for post-retirement benefits
in accordance with IAS 19 Employee Benefits.
The balance sheet reflects the net liabilities of
these schemes at 31 December 2025 based on
the market value of the assets at that date, and
the valuation of liabilities using year-end AA
corporate bond yields. We closed both the main
defined benefit pension schemes to new entrants
– the UK scheme in 2003 and the US scheme
in2009 – to reduce the risk of volatility of the
Group’s liabilities. In 2018 we further reduced
the risk of volatility when we completed the
closure to future accrual of both the UK and
USschemes. Members of the defined benefit
schemes were transferred onto the relevant
defined contribution plan operating in their country.
In 2023, the Group made a special contribution
of £20m to the Rotork Pension and Life Assurance
Scheme (UK Scheme). This contribution, together
with some of the existing assets, was used to
purchase a bulk annuity covering the UK scheme’s
existing pensioner liabilities. This was accounted
for as a buy-in. During 2024, the UK Scheme
completed a further bulk annuity with the full
premium amounting to £70m, largely to cover
deferred pensioners. This second bulk annuity
was accounted for as a settlement under IAS 19.
The IAS 19 funding position of the UK and US
schemes reduced from a net deficit of £3.6m
in2024 to a net deficit of £2.3m in 2025.
Theschemes’ assets reduced in value by £1.8m
(2024: decrease of £28.9m) and the schemes’
liabilities decreased by £3.1m (2024: decrease of
£16.1m). The Group paid total contributions of
£0.3m over the year (2024: £4.1m).
Dividends
The Board is proposing a final dividend of 5.35p
per share. When taken together with the 2.95p
interim dividend paid in September 2025, the
full year dividend of 8.30p (2024: 7.75p per
share) represents a 7.1% increase in dividends
over the prior year.
Ben Peacock
Chief Financial Officer
9 March 2026
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202527
Financial review continued
A leader in sustainability
MSCI:
AAA (leader)
S&P Global CSA:
91st percentile in Machinery
and Electrical Equipment
industry
CDP Climate: B
CDP Water Security: B-
Sustainalytics ESG:
Medium risk
FTSE4Good:
Constituent of the
FTSE4Good index
Sustainability Review
In this section
29 Our progress and looking ahead
31 Materiality overview
32 Spotlight: product innovation enabling
asustainable future
33 Operating responsibly
45 Enabling a sustainable future
49 Making a positive social impact
55 ESG and sustainability governance,
integration and measurement
57 Sustainability Accounting Standards
Board (SASB) Index
Our business and products can enable the
transition to net-zero whilepositively impacting
our people and local communities.
Sustainability review
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com28
Sustainability framework
Operating
responsibly
Our mission: to run safe, efficient
and sustainable operations.
Read more on page 33
Our commitments
SDG targets:
12.2, 12.5,
12.6
We will maintain strong
safetyperformance through
ourtotal recordable incident
rate(TRIR) as we strive for
azeroharm workplace.
We will embed social,
ethicalandenvironmental
considerations into our Global
Supplier Excellence Programme.
Progress
in 2025
TRIR was 0.24.
SDG targets:
13.1, 13.3
We will reduce our
carbonemissions.
• Reduce emissions per £1m
revenue year-on-year.
• Reduce Scope 1 and 2 emissions
by 42% by 2030.
• Reduce Scope 3 (Use of sold
products) emissions by 25%
by2030.
• Net-zero for Scope 1 and 2 by
2035 and for Scope 3 by 2045.
Progress
in2025
43% reduction in Scope 1 and 2
(market-based) emissions vs 2020.
Enabling a
sustainable future
Our mission: to help drive the
transition to a cleaner future,
whereenvironmental resources
areused responsibly.
Read more on page 45
Our commitments
SDG target:
6.4
We will enable sustainable
management of water resources
and greater water efficiency for
ourcustomers.
SDG target:
7.3
We will support customers’ energy
and emissions reduction and enable
them to incorporate renewable
energy into theiroperations.
SDG targets:
9.1, 9.4
We will play our part to enable the
global energy transition and support
a cleaner, more sustainable future.
Progress
in2025
31% of revenue from our
eco-transition portfolio.
Making a positive
social impact
Our mission: to support thriving,
fair and resilient communities.
Read more on page 49
Our commitments
SDG target:
5.5
We will develop and deliver
initiatives to drive greater
genderand ethnic diversity.
SDG targets:
8.5, 8.7
We will contribute to a fairersociety
more broadly, including ensuring
100% ofemployees are covered
byourFair Pay Framework.
Progress
in2025
Maintained a strong employee
engagement score.
Elevating our sustainability
visiontosupport Growth+
Looking ahead: as we evolve our sustainability
ambitions, reflecting the impact of our products,
our people and our operations, several priorities
will guide our direction, for example:
Continued focus on Customer Value: building on
our recent successes, we will continue to deliver customer
value through our sustainable product design, sourcing
andoperational practices.
See the YT-1000 case study on page 32 for a recent
example of sustainable design delivering Customer Value
Leveraging the strengths of our people: as we evolve
our approach, we will engage with our colleagues globally
onthe part they play in the delivery of our sustainability goals
andobjectives.
See pages 54, 104 and 105 for more on our colleagues
supporting their communities
Delivering the benefits of resource efficiency:
building upon the pilot projects undertaken under our current
framework, we identified a potential pipeline of further cost-
saving initiatives that could be delivered over future years.
See the Manchester case study on page 37 for recent
examples of efficiency initiatives delivering cost and
energy savings
Our progress and looking ahead
2020–2025 2026–2030
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Our progress and looking ahead continued
Our progress
Performance against our science-based
climate targets
We reached significant sustainability milestones
in 2025. We are delighted to announce the
achievement of our science-based Scope 1 and 2
reduction target. During the year, we cut these
emissions by 43% against our 2020 baseline,
reflecting substantial progress that outpaced
our original plan. See page 35 for more details.
Amongst our 2025 initiatives, the headline project
was installing a 444 kWp solar photovoltaic
(PV) system at our Lucca (Italy) facility.
We are motivated by this success and remain
committed to the ultimate goal of net-zero.
In2026, as part of reviewing our overall
approach to sustainability, we will review our
net-zero roadmap and the timeline for this goal.
In the near term, we are challenging ourselves
by setting the stretch target of a 60% reduction
in Scope 1 and 2 (market-based) emissions by
2030 against the 2020 base year.
We also made strides toward our Scope 3
target in 2025. Our Engineering team identified
an enhancement that will reduce our YT-1000
positioner’s air consumption by c.30%,
resulting in energy and emissions savings. These
will contribute towards our target of cutting
Scope 3 (Use of sold products) emissions by
25% by 2030. We are also proud to have
obtained third-party assurance of our Scope 3
(Use of sold products) emissions in 2025, which
represent 81% of our total Scope 3 footprint.
Operating responsibly
2025 was another year of strong operational
performance. Our TRIR was 0.24, broadly
consistent with previous years. We also piloted
several energy efficiency measures at our
Manchester (UK) facility, including voltage
optimisation and the installation of a building
management system and smart metering.
To ensure we continue to operate responsibly,
in 2025 we launched enhanced training on
theemployee Code of Conduct, as well as
introducing a channel partner Code of Conduct.
Informed by benchmarking against industry
best practice, we also updated our Supplier
Code of Conduct. This sets out our expectations
on topics including human and labour rights
and emissions reporting. We continue to engage
with suppliers on emissions measurement, reporting
and reduction, and 7% of our suppliers (by
emissions) have set science-based reduction targets.
Enabling a sustainable future
We maintained our strong ESG ratings in
keybenchmarks including MSCI (AAA rated),
S&PGlobal’s Corporate Sustainability Assessment
(91st percentile for the Machinery and Electrical
Equipment industry), and CDP Climate (B rated).
The proportion of total sales from our eco-transition
portfolio increased to 31% in 2025 (2024: 30%)
and several case studies of sustainable product
applications are available on pages 45 to 48.
Making a positive social impact
We launched our new cultural DNA
andbehaviours framework across Rotork.
Thisincluded performance management
training to help colleagues adopt the
framework, and support for 500+ people
managers to bring it tolife in our daily work.
For more details, see pages 16 and 17.
We continue to support our communities
through both local donations and our global
charity partnerships with Renewable World
andPump Aid.
Looking ahead
As our current sustainability framework reaches
its five-year milestone, it is a natural moment
toreview our approach. In 2026, we will review
our key commitments and focus areas. We will
share details of any refinements in 2027.
The EU’s regulatory changes have delayed the
applicability of the Corporate Sustainability
Reporting Directive (CSRD)’s reporting
requirements. However, we continue to evolve
our ESG reporting in line with stakeholder
expectations and in anticipation of the UK’s
Sustainability Reporting Standards (UK SRS).
2026 priorities
• Commence the review and refresh of our
sustainability vision and commitments.
• Pursue our stretch (60%) Scope 1 and 2
emissions reduction target.
• Enhance HSE culture through
implementation of Human and
Organisational Performance principles.
• Expand environmental lifecycle
assessments to new product families.
• Assess the appropriate methodology
forcalculating supplier emissions at
acomponent level.
• Deepen partnerships with our global
charity partners.
Our purpose enables us to support the net-zero transition while
creating a positive impact on our people and communities.
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Materiality overview
Introduction
At the outset of 2025, we were undertaking
the necessary preparations to enable compliance
with the requirements of the EU Corporate
Sustainability Reporting Directive (CSRD). We
commenced a double materiality assessment
(DMA) in 2024, which was completed in 2025.
The EU’s Omnibus announcement in February 2025
and subsequent policy changes have delayed
the Wave 2 rollout of CSRD, changed the underlying
eligibility thresholds, and will simplify the reporting
requirements in future. Our business is currently
out of scope for CSRD reporting, as these policy
changes postpone its applicability to Rotork.
However, the DMA will still inform the focus of
our sustainability programme and reporting.
Assessing materiality
In 2024, we appointed a third-party adviser to
support our DMA process. An initial longlist of
potentially material sustainability topics was
compiled from the European Sustainability
Reporting Standards (ESRS), past Rotork
materiality reviews, the assessment criteria of
global reporting standards (e.g. GRI) and ESG
ratings firms (e.g. MSCI), and the reporting of
our industry peers. We then engaged a mix of
our external and internal stakeholders on the
list of potentially material issues through interviews
and surveys. These stakeholders provided views
on the relative materiality of this longlist of
sustainability topics. With these insights, the
adviser developed a draft ranking of the topics
by materiality and a register of specific impacts,
risks and opportunities (IROs), which could be
deemed material for Rotork. We then validated
the ranking and supported the adviser to assess
IRO materiality.
The results of this exercise were reassuring.
TheIROs relate to our existing programme
themes (see the ‘Material sustainability topics’
table) and, where appropriate, are incorporated
into our enterprise risk management system.
While recent policy changes delay the applicability
of CSRD, this was a worthwhile exercise and
will inform the review of our sustainability
strategy which will be undertaken in 2026.
Note on non-financial disclosures
The stakeholder interviews undertaken
duringmateriality assessments can prompt
thediscussion of a range of non-financial
topics. Many of these topics are reported
uponwithin the Sustainability Review, but
others are covered elsewhere in the Annual
Report. During the 2024–25 review, Rotork
stakeholders noted ‘Data privacy and security’
(see page 66) and ‘Geopolitical risks’ (see page
62), whichare reported on in the Risk
Management section and the Corporate
Governance Report.
Materiality of each topic’s
impacts, risks and opportunities Coverage
Revenue aligned with impact themes
Double materiality 45–48
Safety, health and wellbeing
Impact materiality 34
Climate change and environment
Impact materiality 35–38
Circular economy and product responsibility
Impact materiality 39–40
Supply chain management
Impact materiality 41–42
Culture, ethics and governance
Impact materiality 43–44
People and culture
Impact materiality 50–53
Social contribution
Lower relative materiality 54
Materiality assessments are a foundational process that ensure we
report on the sustainability topics most relevant to our operations,
value chain and wider stakeholders. We have undertaken regular
materiality assessments since 2020.
Material sustainability topics
Definitions:
Financial materiality: a sustainability-related risk or opportunity is material if it could reasonably
be expected to influence decisions of the users of the Annual Report.
Impact materiality: the positive and negative impacts of a company on the environment or
society are material based on factors like the scale and scope of the impact.
Double materiality: the impacts, risks and opportunities of a sustainability issue have both
impact and financial materiality.
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Materiality overview
Spotlight: product innovation enabling a sustainable future
Achieving a step-change in efficiency
through best-in-class engineering
Our YTC positioners are typically used in
installations where actuation is powered by
aircompressors. As compressing air can be an
inefficient process, with much of the original
energy lost as heat, we identified the YT-1000
for a pilot project with a clear aim:
Reduce the air (and consequently the
compressor’s energy) consumption with
nocompromises in performance orreliability.
This potential efficiency improvement would
cut customers’ costs by reducing the energy
required to operate the YT-1000, as well as
reducing their Scope 2 and our Scope 3
emissions (Use of sold products).
Leveraging our engineering expertise
A reflection of our emphasis on ‘innovating
through customer focus’ (see page 50),
thisproject was a cross-functional effort
involving our R&D, Product Management
andSustainability teams. Our Product In-Use
Steering Committee reviewed the YT-1000
and identified an efficiency opportunity
toreduce the compressed air requirement.
We designed and executed a comprehensive
testing programme to ensure that there would
be no compromise on control accuracy, reliability
orresponsiveness. Field trials with selected
customers were carried out to validate real-world
performance. We conducted the tests in
accordance with international standards
(IEC61514:2000), and the results were clear:
the new YT-1000 configuration achieved a
significant reduction in air consumption.
Delivering real-world benefits
• Reducing customer energy costs: this
project will result in a c.30% reduction in
annual air consumption, directly reducing
the operational energy requirement.
• Reducing Rotork’s Scope 3 emissions:
ournet-zero ambitions are a catalyst for
innovation which also support the Customer
Value and Innovative Products & Services
pillars of the Growth+ strategy.
• Demonstrating continued market leadership
as a leader in intelligent flow control.
The YTC positioner family is one of Rotork’s flagship set of products. The YT-1000
(anelectro-pneumatic positioner) operates pneumatic linear and rotary valve actuators
insafe and hazardous settings across a range of industrial sectors.
Rotork’s sustainable design criteriaThe emissions reduction opportunity
Standby
energy
reduction
Disassembly
Recovery
YT-1000
Read more about our sustainable
design criteria on page 39
energy
reduction
reduction
Material Recycled
content and
recyclability
In-use
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Operating responsibly
Safety, health and wellbeing
Climate change and environment
Circular economy and
product responsibility
Supply chain management
Culture, ethics and governance
In this section
Our mission
We aim to run safe, efficient
andsustainable operations.
Our commitments
• We will maintain strong safety
performance through our total recordable
incident rate (TRIR) as we strive for a zero
harm workplace.
• We will embed social, ethical and
environmental considerations into our
Global Supplier Excellence Programme.
• We will reduce our carbon emissions.
SDGs we will progress
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Our vision is zero harm,
including all aspects of
health and wellbeing,
safety, environmental
stewardship and
productsafety.
A safe environment for all
Rotork remains committed to maintaining a safe
and healthy working environment for all employees
.
We continue to enhance the effectiveness of
our global health, safety and environment (HSE)
processes and procedures to ensure they remain
robust and aligned with best practice.
Our objectives are to:
• prevent all work-related incidents and injuries;
• prevent all work-related ill health cases; and
• eliminate avoidable severe road traffic incidents.
Health and safety performance
We monitor our HSE performance through
industry-standard leading and lagging indicators.
As a UK-incorporated company, Rotork complies
with the Reporting of Injuries, Diseases and
Dangerous Occurrences Regulations 2013
(RIDDOR) reporting requirements overseen by
the UK’s Health and Safety Executive. We also
meet all applicable local reporting obligations
inthe countries in which we operate.
Two of our key indicators, the Total recordable
incident rate (TRIR) and Near-miss frequency
rate (NMFR), align with the Sustainability
Accounting Standards Board (SASB) framework.
In 2025, our TRIR was 0.24, broadly consistent
with previous years (0.22 in 2024 and 0.26 in 2023).
The NMFR reduced, from 3.78 in 2024 to 2.43
in 2025. First-aid cases also declined to 42 in
2025 (2024: 60).
Based on 2024 peer disclosures, our TRIR
performance remains among the strongest
inthe sector.
We also track our Lost time injury rate (LTIR),
which remained constant at 0.08 in 2025,
consistent with 2024 and 2023.
A leading approach to a learning culture
We conduct regular reviews of our HSE
performance (including an annual assessment)
to support our risk-based HSE strategy and
drive continuous improvement.
In 2025, we began the introduction of Human
and Organisational Performance training to
improve our understanding of the role of human
factors in safety performance, and to further
embed a learning-led culture within the Group.
In HSE, the Human and Organisational Performance
approach balances our focus across the roles
that people, systems and the work environment
play in creating the conditions for safe work.
This approach has strengthened our focus on
critical risks and improves organisational insight,
enabling more proactive prevention and more
effective controls.
We have rolled out HSE continuous improvement
plans across all business areas to support the
delivery of strategic objectives and address
localrisks and priorities.
We continue to strengthen our Global HSE
Standards to support business areas and ensure
a consistent approach across the organisation.
Engagement in HSE remains strong, reflected
inthe year-on-year increase in safety spot
reporting and Gemba Walks.
Safety spots increase hazard awareness and
empower our employees to report potential
risks in their working environment.
In 2025, the number of reported safety spots
increased by 4.7% compared with 2024.
Gemba Walks are a ‘Lean’ term for ‘the place
where value is created’. Gemba Walks enable
teams to observe work directly on the factory
floor, gaining practical insight into how activities
are performed and where improvements can
bemade.
In 2025, the number of reported Gemba Walks
increased by 3% compared with 2024.
Global annual audit programme
Our Global HSE audit programme is now firmly
embedded across the organisation, with audit
coverage spanning major manufacturing sites,
sales locations and service centres. Audits are
conducted against our Global HSE Standards,
and findings continue to be predominantly
minor. We assign agreed actions to site
leadership and monitor these actions through
to completion. In 2025, 10 global audits were
completed, and the programme will continue
throughout 2026 and beyond.
Employee wellbeing
Our focus on our employees’ wellbeing and
mental health continued in 2025. See page 51
for our key activities in the year.
Safety, health and wellbeing
Priorities for 2026
• Enhance HSE culture through
implementation of Human and
Organisational Performance principles.
• Develop further global standards.
• Implement enhanced HSE digital
reporting and digital dashboards.
25
24
23
22
25
24
23
22
Operating responsibly continued
0.53
0.26
0.22
0.24
0.13
0.08
0.08
0.08
2025 performance highlights
Total recordable incident rate (TRIR)
0.24
Lost time injury rate (LTIR)
0.08
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Rotork Annual Report 2025 rotork.com34
We remain committed to
addressing climate change
and have achieved one of
our science-based climate
targets ahead of schedule.
Our approach to the environment
Environmental stewardship is a core element
ofour strategy and operational model. Efficient
use of natural resources supports both our
commercial objectives and our responsibility
tominimise environmental impact. We uphold
high standards of environmental performance
across our operations and supply chain, with a
continued focus on reducing emissions, energy
and water consumption, and the volume of
waste sent to landfill.
We have established science-based targets
(SBTs) covering Scope 1, 2 and 3. We are
targeting net-zero by 2035 for Scope 1 and 2
and net-zero by 2045 across Scope 1, 2 and 3.
Energy and emissions performance
Overview
In 2025, we achieved our SBT for Scope 1 and 2
(market-based) emissions ahead of schedule.
Market-based emissions decreased by 9%
year-on-year and by 43% compared with our
2020 baseline. In addition, our 2025 Scope 1
and 2 (location-based) emissions decreased by
14% versus 2020.
These reductions were driven by the installation
of solar PV panels at our Lucca (Italy) facility,
energy efficiency initiatives at our Manchester
(UK) facility and the increased use of renewable
power certificates across our EMEA operations.
Our greenhouse gas emissions and associated energy use
The Group reports its greenhouse gas (GHG) emissions on a metric tonnes of CO
2
-equivalent
(tCO
2
e) basis, covering carbon dioxide, methane, nitrous oxides and hydrofluorocarbons (HFCs).
Noadditional material GHG sources are applicable to our operations, such as sulphur hexafluoride
or perfluorocarbons (PFCs).
Our 2025 Scope 1 and 2 (location- and market-based) GHG emissions, Scope 3 (Use of sold products)
GHG emissions and total water withdrawal were independently assured by DNV Business Assurance
Services UK Ltd (DNV).
DNV’s independent assurance report is available on our website, see
www.rotork.com/en/sustainability/esg-reports-and-policies
The 2023 and 2024 Scope 3 (Use of sold products) and Scope 3 (End of life treatment) emissions
were restated to incorporate an improved calculation methodology that commenced in 2025,
seecase study on page 40 for more information. The 2024 Scope 3 (Upstream transportation and
distribution) and Scope 3 (Fuel and energy-related activities) emissions have also been restated.
Energy use
Unit of measure 2025 2024 2023
Electricity kWh 13,099,712 12,319,148 11,624,714
Gas m
3
1,033,694 956,914 866,307
Other fuels and steam GJ 22,126 20,895 21,726
Total energy consumption GJ 108,545 101,589 96,477
– UK energy consumption GJ 20,626 22,273 24,607
GHG emissions
Scope 1 and 2 GHG emissions
Unit of measure 2025 2024 2023
Scope 1 Metric tonnes CO
2
e 3,701 3,533 3,197
Scope 2 location-based (LB) Metric tonnes CO
2
e 3,845 3,605 3,953
Scope 2 market-based (MB) Metric tonnes CO
2
e 1,640 2,344 3,113
Total Scope 1 and 2 (LB) Metric tonnes CO
2
e 7,546 7,138 7,150
– UK emissions (LB) Metric tonnes CO
2
e 1,198 1,247 1,380
Total Scope 1 and 2 (MB) Metric tonnes CO
2
e 5,341 5,877 6,310
– UK emissions (MB) Metric tonnes CO
2
e 760 724 854
Emissions intensity (LB) tCO
2
e per £1m revenue 9.7 9.5 9.9
Climate change and environment
Performance against targets
We have achieved our SBT to reduce Scope 1
and 2 (market-based) emissions by 42% by
2030, with 2025 emissions 43% below the
2020 baseline. To reflect our continued
commitment, we are raising our ambition by
setting a stretch reduction target of 60% by
2030. This stretch target is ambitious and in
linewith the SBTi’s forward-looking ambition
adjustment guidance.
Location-based emissions increased in 2025,
primarily due to higher natural gas consumption,
the acquisition of Noah (South Korea) and the
change of use of our facility in Saudi Arabia.
Market-based emissions decreased as renewable
electricity consumption increased to 74%
(56%in 2024).
Emissions from Scope 3 (Use of sold products)
decreased year-on-year, with some variance
resulting from differing ratios of specific
products sold in 2025 vs 2024.
Science-based targets
2030
target 2025 2024
Scope 1 and 2
reduction vs 2020
Original: 42%
Stretch: 60%
43% 37%
Scope 3 (Use of
sold products)
reduction vs2020*
25% 5% 0%
* This 2024 and 2025 performance incorporates our improved
calculation methodology, as detailed in the GHG accounting
methodology on the following page.
2027
target 2025
Scope 3 (Purchased
goodsand services)
proportion of suppliers
with science-based targets
25% 7%
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Operating responsibly continued
emissions across all scopes. For non-UK sites,
we calculate our Scope 1 and 2 market-based
footprint by applying regional emissions factors
from sources. Location-based emissions are
calculated using the local average grid emission
intensity for the electricity supplied to Rotork’s
facilities. The methodology for market-based
emissions reflects the impact of our contractual
arrangements for renewable or low-carbon
energy and associated energy certificates.
The full reporting criteria for Scope 1, Scope 2
(location- and market-based) and Scope 3 (Use
of sold products) emissions is available on our
website at www.rotork.com/en/sustainability/
esg-reports-and-policies
The 2020 reporting year serves as the baseline
for all targets. Scope 1 and Scope 2 (location
and market-based) emissions for 2025 have
been independently assured by DNV.
Annual energy consumption (kWh) is
calculatedfrom both actual sources (invoices
and meter readings) and estimated sources
(where energy charges are included within office
rental agreements). UK GHG conversion factors
are applied to convert other units into kWh. In
accordance with SECR requirements, we disclose
the proportion of GHG emissions (location-based)
and energy consumption attributable to UK
operations, estimated at 16% of total emissions
and 19% of total energy consumption.
Scope 3 (Purchased goods and services) and
Scope 3 (Capital goods) emissions are estimated
by mapping spend data to the US EPA’s Supply
Chain Greenhouse Gas Emission Factors v1.3.
We calculate Scope 3 (Fuel and energy-related
activities) emissions by applying well-to-tank
(WTT) and transmission and distribution (T&D)
emission factors to Rotork’s energy consumption
data. The 2024 figure has been restated to improve
coverage of mobile combustion. In 2025, estimates
based on 2024 were undertaken where data
was not available.
Scope 3 (Upstream transportation and
distribution) emissions are primarily calculated
from activity-based emissions calculations
sourced from the suppliers. A small proportion
of freight activity – where supplier emissions
data is not available – is calculated by
extrapolating the reported data based on
spend. The 2024 total has been restated
tocorrect a calculation error.
We calculate Scope 3 (Waste generation in
operations) by applying UK GHG conversion
factors to waste disposal data.
Scope 3 (Business travel) emissions are calculated
using UK GHG conversion factors applied to
distance andnights away data for hotels, air,
rail and road transport, with estimations required
in some instances. We estimate Scope 3
(Employee commuting) emissions using full-time
equivalents (FTEs), the national commuting
survey and UK conversionfactors.
In 2025, the calculation methods for Scope 3
(Use of sold products) and Scope 3 (End of life
treatment) categories were refined and prior
years were restated to ensure comparability.
This Scope 3 (Use of sold products) calculation
now incorporates detailed energy performance
information (see page 40). These figures
exclude well-to-tank and transmission and
distribution (T&D) related emissions.
Scope 3 (End of life treatment) emissions are
calculated using UK GHG conversion factors,
the number of products sold during the reporting
period and country-specific recycling rates.
The emissions intensities (per £1m revenue) are
respectively calculated by dividing: (i) Scope 1
and 2 (location-based) emissions; and (ii) Scope 3
(Use of sold products) emissions by total revenue.
Climate change and environment continued
Operating responsibly continued
Our commitments
Scope 1 and 2 tCO
2
e absolute reduction:
We continued our strong progress against this
emissions reduction target in 2025. Capital
investment, ongoing energy efficiency initiatives
and the increased use of renewable energy
are expected to deliver further reductions in
both energy consumption and associated
emissions. We continue to evaluate further
opportunities, including paint plant process
efficiencies, heat recovery solutions and
decarbonised and lower-carbon heating.
Scope 3 tCO
2
e absolute reduction:
Weremain committed to reducing our
Scope3 (Use of sold products) and Scope 3
(Purchased goods and services) emissions.
Asthese are the emissions of our customers
and suppliers, progress will be driven through
continued product design improvements
andstrengthened engagementacross our
supply chain.
Energy and emissions performance continued
Our greenhouse gas emissions and associated energy use continued
GHG emissions continued
Scope 3 emissions (metric tonnes CO
2
e)
Category 2025 2024 2023
Category 1 – Purchased goods andservices 73,270 70,861 85,386
Category 2 – Capital goods 248 181 600
Category 3 – Fuel and energy-related activities 2,152 2,016 1,687
Category 4 – Upstream transportation and distribution 24,532 18,554 28,881
Category 5 – Waste generation inoperations 203 196 209
Category 6 – Business travel 3,543 4,857 5,707
Category 7 – Employee commuting 905 962 1,870
Category 11 – Use of sold products 458,977 482,263 454,086
Category 12 – End of life treatment ofproducts 715 763 1,128
Total Scope 3 GHG emissions 564,545 580,653 579,554
Scope 3 (Category 11) intensity (per £1m revenue) 590 639 631
GHG accounting methodology
For Streamlined Energy and Carbon Reporting
(SECR), we disclose the emission sources required
under the Companies Act 2006 (Strategic Report
and Directors’ Reports) Regulations 2013 and
the Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report)
Regulations 2018 (‘the 2018 Regulations’).
Our Scope 1, 2 and 3 emissions are calculated
in accordance with the Greenhouse Gas (GHG)
Protocol, covering the applicable GHGs of carbon
dioxide, methane, nitrous oxide, hydrofluorocarbons,
perfluorocarbons and sulphur hexafluoride. Where
relevant, we have applied the UK Government’s
GHG Conversion Factors for Company Reporting
(UK GHG conversion factors) to calculate
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Rotork Annual Report 2025 rotork.com36
2025 performance highlights
Headline targets
43%
decrease in total Scope 1 and Scope 2
(market-based) emissions versus 2020 baseline
9.7
tCO
2
e per £1m revenue
(location-based)
Progress in 2025
In 2025, our investment in renewable energy
and efficiency initiatives continued to enable
emissions reductions across our operations. At
our Lucca (Italy) site, we installed 444 kWp
(kilowatt peak) of solar panels and procured
renewable energy certificates to fully cover our
remaining electricity consumption. The
expanded use of renewable tariffs at our
Langenzenn and Melle sites in Germany further
increased our use of renewable energy.
Seeking Scope 1 emissions reductions, we
began evaluating opportunities to optimise the
paint plant operations. At Lucca, we reduced
natural gas consumption by introducing a timed
shutdown procedure (see case study). We will
continue to identify best practices and promote
their adoption across our paint plants in 2026.
At our Manchester (UK) site, we piloted several
initiatives to improve energy performance. A
voltage optimisation (VO) unit is expected to
reduce energy consumption by more than 5%.
The installation of smart metering, which will
supply granular data to the Building Management
System (BMS), will provide greater visibility of
inefficiencies and further reduction opportunities.
Climate change and environment continued
Optimising paint plant efficiency at Lucca (Italy)
In March 2025, our Lucca facility implemented
a timed shutdown procedure for its paint
plant, which switched off the natural gas
supply at the end of each shift. This initiative
reduced natural gas consumption and
helped
to maintain lower operating temperatures
,
improving overall energy efficiency.
These improvements build on previous
efficiency investments at the site, including
LED lighting automation, water flow regulation
and liquid waste treatment enhancements.
Together, these measures demonstrate
thesite’s focus on operational efficiency
anditscontribution to the Group’s
sustainability performance.
Operating responsibly continued
Efficient operations at Manchester (UK)
During 2025, our Manchester site piloted
voltage optimisation (VO) technology. VO
reduces unnecessary electricity consumption
by correcting instances where grid-supplied
voltage exceeds equipment requirements.
The initiative reduced energy use and
associated emissions while supporting
improved equipment reliability through
lower electrical loading.
During the year, the site also installed smart
metering hardware, which will provide granular
consumption data to the building management
system. This enhanced visibility enables more
accurate identification of energy inefficiencies
and irregularities, while supporting
data-driven, automated building control.
Alongside the electric heating system
installed in 2024, these investments have
contributed to Manchester becoming our
lowest-emitting assembly site in the Group.
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rotork.com Rotork Annual Report 202537
Environmental management
Environmental management systems play a
critical role in managing environmental impact
and embedding best practice across the Group.
Our ISO 14001 certificates are published on
our website at www.rotork.com/en/about-us/
company-certification
We have completed resource efficiency surveys
at 11 sites since 2023. Insights from these
assessments continue to inform our decarbonisation
roadmap and guide our future investment decisions.
Water management and use
Water usage across Rotork’s sites remains
relatively low, largely driven by domestic and
sanitary needs. Operational activities (such as
paint processes, product cleaning and pressure
testing) contribute less to overall usage.
Total water withdrawal increased by 1% in
2025 compared with 2024, primarily due to
improvements in our reporting methodology.
Unit of measure
incubicmetres 2025 2024 2023
Total water withdrawal
36,526 36,130 33,269
Water stress and biodiversity risks
In 2025, we updated our annual water stress
risk assessment which reviews exposure to
water scarcity, flooding, water quality and
ecosystem-related risks. Consistent with prior
years, only a small number of sites were identified
as having potential exposure to water stress-related
risks and mitigation plans are in place to manage
these risks. During 2025, we also completed
our first biodiversity risk assessment to strengthen
our understanding of environmental dependencies
and to inform future resilience planning
supported with mitigation plans.
Our role in water preservation
Demand for water infrastructure is strong
across both developing and developed markets.
Leak detection and water quality are a major
focus of the water industry and shortages are
driving the development of smart grids. Water
infrastructure also requires modernisation in
many countries. Increasing regulations relating
to water quality, reuse and sludge treatment
are driving water-related capital expenditure
across industry. Water scarcity is resulting in
greater need for recycling and desalination,
driving investment in these processes. Rising
water levels are necessitating flood defence
investment. There are applications for Rotork’s
products in each of these end uses.
Waste management
We continue to focus on reducing waste
generation and improving waste-handling
practices across all operations.
In 2025, total waste generated reduced by
2%,while the recycling rate increased to 75%
(2024: 73%). In the UK, we completed the
transition to a zero-waste-to-landfill provider,
which is expected to eliminate over 900 kilograms
of waste sent to landfill in future years.
We are evaluating opportunities to reduce both
non-hazardous and hazardous waste and to
further enhance our recycling performance
infuture.
Unit of measure
inmetrictonnes 2025 2024 2023
Total waste 2,360 2,399 2,363
Waste recycled 1,763 1,744 1,712
Sent to landfill 359 337 396
Of which hazardous 25 23 46
Sent to energy recovery 238 318 256
Climate change and environment continued
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com38
Operating responsibly continued
We are committed to
enabling a sustainable
future, meeting our
science-based emissions
reduction targets and
contributing to a
low-carbon economy
through our intelligent
products and services.
Circular economy and product responsibility
Following the implementation of Sphera’s
lifecycle assessment software in 2023 and four
initial LCAs in 2024, Rotork completed 16 LCAs
in 2025 focused on our IQ3 product family.
Rotork’s approach to environmental lifecycle
assessments (LCAs)
Coverage 5% of product portfolio (by
emissions)
2024–25: Assessed a sample
of our flagship IQ3 products
as the initial tranche
2026: Commence assessment
of the wider product portfolio
Impact
assessed
GHG emissions
Scope Cradle-to-gate
Alignment with
key standards
ISO 14040 and 14044 aligned*
* Aligned with S&P CSA’s definition of a ‘full LCA’.
Standby
energy
reduction
Disassembly
Recovery
2030
To achieve our 2030 target
of reducing emissions from
product use by 25%, we
have introduced these
energy requirements (1–2)
for all future products
IQ3 Perform displays: energy efficient
as the default setting
Our IQ3 Perform actuators (introduced in
2025) are shipped with their display screen
set to energy-saving mode. While easily
adjusted, for customers not requiring
brighter displays, the energy efficient option
is the default.
Efficiency gains accrue, and our engineering
team continues to seek and incorporate these
cost, energy and emissions-saving features.
Product stewardship targets
Standby and in-use
energy reduction
Rotork is committed to improving the energy
performance of our products in operation (and
consequently reducing their in-use emissions).
We have set a science-based target to reduce
Scope 3 (Use of sold products) emissions by
25% by 2030, and incorporate this into our
product development roadmaps. We calculate
emissions associated with product use each
year, as part of preparing the Scope 3 reporting
on page 36.
Our key achievement in 2025 was delivering
theperformance enhancement to the YT-1000
positioner, detailed on page 32, which delivered
a substantive reduction in air consumption.
2045
To achieve net-zero for
Scope 3 emissions by 2045,
we have embedded these
additional sustainable
design requirements (3–6)
for all future products
Sustainable design criteria
We consider environmental criteria as an
integral part of our product development
process. We aim to reduce the impact of
ourproducts by considering key sustainability
performance features: (i) standby energy;
(ii)in-use energy; (iii) material reduction
(incorporating paint and adhesive reduction);
(iv) use of recycled content in and recyclability
of product and packaging; (v) disassembly; and
(vi) recovery. Within new product development,
future generations of our products will have
targets for each of these six criteria.
Environmental lifecycle assessments
Environmental lifecycle assessments (LCAs)
playa key role in benchmarking the impact of
existing products and tracking the benefits
from our incorporation of the sustainable
design criteria. LCAs enable engineering teams
to prioritise by identifying the high-impact
lifecycle stages and materials.
energy
reduction
reduction
Material Recycled
content and
recyclability
In-use
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202539
Operating responsibly continued
Product stewardship targets continued
Use of materials: material
reduction, recycled content
andrecyclability
We generally operate an assembly-only philosophy
across the Group, meaning that most manufacturing
processes to produce our products are undertaken
by our suppliers. The main components of our
products – aluminium, steel and copper – are
highly recycled and recyclable. We have fully
incorporated ‘product recyclability’ criteria into
our new product development process.
Components vary by product family, depending
on how they are operated – electrically, pneumatically
or hydraulically. The weight of material inputs
also varies by product across our portfolio.
OurIQ3 actuator (one of our flagship products)
provides an example of the typical materials
weuse in our electric actuator product range.
These are: metals, glass, electrical and electronic
equipment, batteries, plastics, oil/grease and rubber.
We expect suppliers to apply the principles of our
Supplier Code of Conduct. The Code covers our
expectations of social, ethical and environmental
conduct, published on our website and included
in our standard supplier terms and conditions.
The Supplier Code of Conduct requirements
include an expectation that suppliers calculate
and publish emissions associated with their
manufacturing activities.
Further information onour engagement
withsuppliers on emissions measurement
andreduction is available on page 41
Disassembly and recovery:
responsible disposal at end
oflife
With respect to product life, we operate a
design philosophy that ensures products are
repairable in the field (where logical to do so).
Our product manuals provide end-user advice
on disposal when an asset reaches the end of
life stage, in accordance with environmental
standards. We provide specific guidance on the
disposal of batteries, electrical and electronic
equipment, glass, metals, plastics, oil/grease
and rubber. The majority of these are readily
recyclable, with others recyclable by specialists.
Our manuals also include detailed health and
safety advice for the installation and operation
of products. We publish the manuals on our
website in numerous languages (www.rotork.com).
Our products typically have a long lifespan and
are replaced infrequently. Generally customers
take responsibility for disposal at end of life.
Product safety
Rotork products play an important role in supporting
our customers’ safety objectives. All our products
are compliant with internationally recognised
safety standards. Many products are externally
certified to internationally recognised safety
standards, and approximately 50% are externally
certified for use in hazardous locations. This
includes products that are compliant with functional
safety standards for applications such as safe
plant operation and emergency shutdown.
Our suppliers are required to certify their
compliance with RoHS and REACH regulations.
RoHS restricts the use of specific hazardous
materials found in electrical and electronic
products, and REACH concerns chemicals and
their safe use. We seek compliance from our
suppliers globally.
Reliability Services
Rotork Service provides a suite of Reliability
Services to help our customers manage their
assets efficiently. It is a full lifecycle asset
programme that enables customers’ critical
assets to operate at peak performance,
ensuring wider site uptime and productivity,
improved safety and reduced environmental
impacts. Reliability Services offers a service
contract model that supports customers towards
better maintained assets, delivering greater
process uptime.
Intelligent Asset Management is a cloud-based
platform that sits within the Connected Services
part of our Service business. The analytics platform
collects information from data logs held within
intelligent electric actuators, offering anomaly
detection and accurate asset health reporting.
This allows users to understand the condition
oftheir assets, supporting both predictive and
preventative maintenance strategies.
Service and maintenance programmes can be
designed in several ways. One approach is to
service assets on a regular schedule, regardless
of age or usage. However, the age of a device
isnot the best predictor of the likelihood of
actuator or valve failure; the precise condition
of an asset is much more accurate. Some
actuators are not frequently operated, instead
providing testing or emergency shutdown
capabilities. Conversely, others offer constant
modulating control in harsh environments.
Specific condition monitoring, using data from
each actuator in the field, provides information
about their actual operational characteristics.
Data can be collected, analysed and then used
to optimise maintenance. This proactive analysis
is key. It enables earlier failure prediction, reduced
failure risk and cost, and a maintenance programme
that is scheduled to match risk levels. Longevity
Circular economy and product responsibility continued
Scope 3 data maturity: achieving
assurance of our key Scope 3
emissionscategory
During 2024, we reviewed our
methodology for calculating Scope 3
(Useof sold products) emissions. With our
ultimate target of obtaining third-party
assurance of these emissions, we launched
a cross-functional initiative to develop a
repository of the energy performance
evidence for our entire product portfolio.
of data capture is also important; the longer
anasset is monitored, the richer the data it
provides becomes. By keeping a site running at
an optimum level, customers are able to make
the most efficient use of environmental resources.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com40
Operating responsibly continued
Supply chain management
We expect our suppliers to
maintain high standards of
ethical conduct, aligned
with our environmental and
social aims. This enables us
to maximise value created
for our business, those
working in our supply
chain, our communities
and the environment.
Rotork has a long-standing reputation for
integrity, fair dealing, ethical behaviour and
paying on time. As part of our Growth+
strategy, we continue to optimise our supply
base and concentrate our spend with strategic
supply partners.
We have comprehensive quality assurance
procedures for suppliers. These include supplier
approval and component qualification processes,
supplemented by supplier visits and a vendor
rating system to measure their performance.
Our approach
All suppliers are expected to comply with our
Supplier Code of Conduct. The Code sets out
our expected standards, including promoting
equal opportunities, human rights, freedom
ofassociation, labour rights, environmental
protection and our zero-tolerance approach
tobribery and corruption. It applies to all our
suppliers globally and their own supply chains.
We will take appropriate action against any
supplier that fails to adhere to our Code, which
can include the termination of their contract.
We undertake due diligence on prospective
suppliers and assessments of existing suppliers
to manage modern slavery risks in our supply
chain. We engage an independent intelligence
provider to help analyse our supply base and
follow up with audits when necessary.
Our Supplier Code of Conduct
Our Supplier Code of Conduct sets out our
expectations of suppliers on environmental,
social and governance topics. This includes an
express right of audit, incorporating a requirement
to make supplier premises and personnel accessible
to Rotork. The Code is applicable to all suppliers
and third parties globally.
Our Code includes an explicit requirement for
suppliers to pursue efforts to publicly report
greenhouse gas emissions. In addition, it expressly
sets out our requirement for suppliers to pay
wages and benefits that meet or exceed national
minimum requirements and to adhere to working
time regulations; to comply with applicable laws
and regulations relating to fair competition,
money laundering and the non-facilitation of
tax evasion; and to adhere to both the spirit
and the letter of our Conflict Minerals Policy.
The Code also encourages suppliers to align
with internationally recognised social standards,
such as SA8000. The Code is embedded in all
new supplier contracts.
In 2025 we benchmarked our Supplier Code of
Conduct and launched an updated version to
formalise expectations on supply chain security,
customs law, country of origin, cybersecurity,
product compliance, environmental responsibility
and quality requirements. We also aligned our
Supplier Code of Conduct with our refreshed
Rotork Code of Conduct, strengthened guidance
on ethics and governance and issued the
Supplier Code of Conduct in 10 languages.
We have a clear process to validate that suppliers
are meeting the requirements set out in our
Supplier Code of Conduct and upholding
Rotork’s commitments to social, environmental
and ethical standards in the supply chain. The
process outlines our approach to assessing
social, environmental and ethical risks. This
includes supplier self-assessment, enhanced
surveys for suppliers scored as medium- or
high-risk, and site audits for medium- and
high-risk suppliers.
We develop our risk scores through a combination
of factors, including scores relating to the supplier’s
country of operation, with country-based index
scores for human freedom, child labour, corruption
and health and safety. We draw on internationally
recognised indices provided by organisations
such as the International Labour Organization.
The process also documents our escalation
procedures for any concerns identified, with
significant concerns to be reported to our
Legalfunction.
In 2025 we reviewed and updated the
commodity-based risk scoring element
andhowwe prioritise supplier assessments
during the triage and assessment process.
Asaresult, we have increased diligence on
high-risk commodities across all jurisdictions.
During 2025 we expanded our dedicated
ESGsupplier audits.
Supply chain emissions
One of our three science-based climate
targetsis a supplier engagement target,
whichultimately aims to reduce the emissions
associated with our purchased goods and
services. We are committed to engaging with
suppliers on the topic of emissions measurement
and data sharing, with a target that 25% of
oursuppliers (by estimated emissions) will set
science-based targets by 2027. During 2025,
we engaged directly with suppliers responsible
for 40% of our Scope 3 (Purchased goods
andservices) emissions to review their emissions
reduction initiatives and obtain their actual emissions
data. By the end of 2025, 7% of our suppliers
(by emissions) have set science-based targets. In
2026, we will review our options for calculating
supplier emissions at a component level.
Risk management
As an international group with a predominantly
outsourced manufacturing model, our supply
chain is key to delivering our purpose of ‘keeping
the world flowing for future generations’. Supply
chain disruption is identified as a principal risk
to the business, and we monitor our supply chain
performance and resilience closely. Disruption
could arise for a number of reasons, including
financial stability and contracting risk, variability
in quality/delivery performance or acute operational
issues (for example, tooling issues or transport delays)
.
Our supplier risk framework incorporates a
wide range of risk domains and elements,
providing a structured approach to assessing
supplier risk and resilience. The framework
defines our risk and resilience criteria, material
risk domains, underlying risk elements, and the
levels of diligence applied to different types of
suppliers. Risks are captured on a centralised
scorecard and reviewed quarterly to determine
whether any specific actions are required.
The framework also includes resilience workstreams,
such as single source risk mitigation strategies,
sub tier resilience, and systematic scenario
planning and stress testing processes. During
2025, we continued to apply and expand the
framework and further implement these
resilience workstreams.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202541
Operating responsibly continued
Supply chain management continued
Supplier assessments
We use a third-party software platform to support
management of supplier self-assessments and
ensure their timely completion. The platform
includes ESG and compliance modules that
weask suppliers to complete on specific topics,
such as greenhouse gas emissions reporting.
The software automates the collection and
collation of suppliers’ responses to enable
effective oversight and management of ESG
issues in the supply chain. During 2025 we
achieved our target for coverage (by spend)
inthe system, and have shifted focus from
increasing coverage to validation of supplier
responses and work with suppliers to improve
in critical areas. We use a dedicated software
platform for supplier cybersecurity checks
during their onboarding. The results are
reviewed by a third party, which provides
recommendations to our Procurement
andCybersecurity teams.
We also use an additional third-party software
platform to monitor whether our suppliers are
sanctioned entities, owned or controlled by
sanctioned individuals or on other official lists.
During 2025, we expanded the scope of
monitoring to include adverse media, and we
established internal KPIs on the coverage, volume
of alerts and effectiveness of the process.
See page 44 for further details onour
sanctionsprogramme
Our supplier assessment and onboarding process
ensures that potential suppliers that do not
meet the minimum standards are eliminated
early from any formal tendering or engagement
process with us. We also provide feedback
toany companies we have assessed, even if
unsuccessful, to provide them with potentially
valuable development opportunities to consider.
We have incorporated sustainability-related
questions in our routine on-site supplier assessments
and continue to embed sustainability elements
into site-level processes.
During 2025, our lean facilitator in Operations
Excellence led kaizen (continuous improvement)
events to identify inefficiencies and improvement
opportunities within the end-to-end supplier
selection and onboarding process.
Conflict minerals
Rotork does not purchase raw materials from,
or work directly with, smelters or refineries.
Wepurchase components several tiers removed
from smelters in the value chain. Our approach
is therefore focused on engaging with our
suppliers to identify, manage and correct any
risks. Our Conflict Minerals Policy clearly states
our approach to engagement and risk management.
Our Conflict Minerals Policy sets out our
commitment to not use tantalum, tin, tungsten
and gold (3TG) that directly or indirectly
finances, or benefits, armed groups in the
Democratic Republic of the Congo or adjoining
countries. The scope of the Policy also includes
other Conflict Affected and High-Risk Areas
(CAHRAs). Management responsibility for the
policy lies with our Operations Excellence
Director. The policy is published on our
websiteat: www.rotork.com.
We exercise due diligence based on the
‘Responsible Minerals Initiative’ (RMI) guidance,
by mapping our supply chain using its ‘Conflict
Minerals Reporting Template’ (CMRT) and
following up any concerns raised via a corrective
action management process. Group-wide
procedures define our risk management process
and support the commitments of the Conflict
Minerals Policy. We describe in-scope
commodities, the supplier communications
approach (including the requirement for an
annual supply chain conflict minerals survey,
based on the template provided by the RMI)
and the management approach in the event
ofsupplier non-conformance.
Our Group-wide conflict minerals management
procedure also describes our definition of high-risk
smelters to guide colleagues in interpreting the
results of the supplier conflict minerals survey.
This survey collects information on the smelters
used by our suppliers and minerals’ country
oforigin.
We have a dedicated section on our employee
intranet to help drive awareness of conflict minerals,
the associated risks, how to identify these risks
in the supply chain and how to respond to
requests for our conflict minerals declaration.
We also educate suppliers of commodities that
could contain 3TG about conflict minerals risks
when requesting their responses to our annual
survey. Should we identify and confirm that a
supplier is using a high-risk smelter, our process
is to engage with our supplier and to request
that they change their source. Ultimately, we
may re-source to a supplier that does not use
high-risk smelters.
During 2025 we increased the granularity of
thedata we provide to interested parties as we
started to issue product-based declarations, in
addition to our Company-wide conflict minerals
reporting template.
Per- and Polyfluoroalkyl (PFAS) reporting
During 2025 Rotork developed a standardised
method and cross-functional working group
tocomplete PFAS assessments for our products.
We completed studies for key product lines,
and we will continue to expand coverage
byproduct line. This data will be available
onrequest to support our customers ahead
offorthcoming legislation.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com42
Operating responsibly continued
Culture, ethics and governance
We strive to act ethically
in the way that we do
business. This is inherent
in our DNA and reflected
in our Code of Conduct.
Our Code of Conduct
Our Code of Conduct, together with our DNA
values and behaviours, form our cultural foundation.
The Code sets out the standards of behaviour
that we expect from anyone acting on Rotork’s
behalf, including all permanent employees,
temporary workers and contractors. Our Code
also provides support and guidance in difficult
situations. It is designed to underpin and shape
our people’s behaviour, forming part of our
desired culture, and serves as an important
reference point as they carry out their day-to-day
responsibilities and represent our business. We
expect everyone to follow the Code of Conduct
and act with integrity at all times.
Our Code of Conduct is published on our website
at www.rotork.com/en/sustainability/esg-reports-
and-policies/rotork-code-of-conduct
We have a number of policies that sit beneath
and support our Code of Conduct, covering
Anti-Bribery and Corruption, Speak Up,
Confidentiality, Conflicts of Interest, Fair
Competition, Gifts and Hospitality, Data
Protection, Modern Slavery, Share Dealing and
Trade Sanctions. These policies apply to our
operations globally, including to subsidiary
companies and joint ventures.
We continually embed our values and Code
ofConduct throughout our organisation. Our
Supplier Code of Conduct sets out our core
expectations in terms of ethical values and the
behaviours of our suppliers and our suppliers’
own supply chains.
The Supplier Code of Conduct is published on
ourwebsite at www.rotork.com/en/sustainability/
esg-reports-and-policies/supplier-code-of-
conduct-policy
Ethics and compliance training
Employee training and awareness is one of the
core elements of our Ethics and Compliance
programme. New joiners to our business are
introduced to our values and expected
behaviours during formal induction sessions.
Our eLearning platform enables a range of
ethics and compliance training to be provided
to employees and provides full auditability.
Thisplatform provides mandatory training on
avariety of topics, and this training is available
in a number of languages. Foundational Code
of Conduct modules and Speak Up training
emphasise both the importance of speaking up
ifwrongdoing is suspected and Rotork’s
No-retaliation Policy. Our new joiners training
programme includes courses on anti-bribery
and corruption, conflicts of interest, fair
competition, modern slavery, gifts and
hospitality and data protection. Code of
Conduct training was rolled out to all digital
employees globally during 2025, with a completion
rate of 99%. Our non-digital colleagues also
received Code of Conduct training via classroom
sessions. Our Code of Conduct training covers
thefollowing topics: Ethical Decision-Making,
Speak Up, Conflicts of Interest, Fair Competition,
Anti-Bribery and Corruption, Gifts and
Hospitality, Data Privacy and Protection,
Confidentiality and Protection of Assets
andHuman Rights and ModernSlavery.
As part of our commitment to good governance,
our mandatory compliance certification, launched
each January, asks employees to provide a
statement confirming compliance with: the
Code of Conduct and associated policies, the
completion of all mandatory training, and the
declaration of any actual or potential conflicts
of interest. Any conflicts of interest declared
arereviewed, assessed and addressed where
necessary. As part of its oversight of our culture
within the organisation, the Board received an
update in 2025 on the completion of these
mandatory certifications by our employees.
Human rights and modern slavery
We continually look for ways to support the
promotion of human rights within our operations
and our sphere of influence. We obey the laws,
rules and regulations of every country in which
we operate. We respect internationally recognised
human rights, as set out in the United Nations
International Bill of Human Rights and the
International Labour Organization’s Declaration
on Fundamental Principles and Rights at Work.
These cover freedom of association, the
abolition of forced labour, equality and
theelimination of child labour.
Our Modern Slavery Policy includes a range
ofkey performance indicators (KPIs) to monitor
the risk-based actions that we take to mitigate
risk and to assess the effectiveness of our control
measures. We review the KPIs annually to ensure
that they remain relevant and appropriate.
Our Modern Slavery Policy is supported by
training that aims to raise employee awareness
of modern slavery and human trafficking risks
in our business and supply chain. All employees
who have access to the eLearning platform
receive our mandatory modern slavery course.
The course content includes what modern
slavery is, its forms and key indicators, how
toidentify and respond to modern slavery risks,
key risk areas, and how to report concerns.
Thecourse also provides targeted content for
members of the Rotork Management Board
and our Procurement and Human Resources
functions. Our foundation Code of Conduct
eLearning and training for our non-digital
employees also include a module on human
rights and modern slavery.
Our Supplier Code of Conduct, updated
in2025, sets out our minimum expectations
regarding human and labour rights among its
requirements. We assess potential slavery and
human trafficking risks arising from supplier
relationships using a number of different methods
.
These include assessing new and existing
suppliers and conducting supplier site visits.
Ifan issue is identified, we will undertake
appropriate remedial action.
This might include placing appropriate contractual
obligations on a supplier, working together with
a supplier on a corrective action plan, or ceasing
to work with a supplieraltogether.
Further information about the steps we took to
address modern slavery risk during 2025 is set
out in our 2025 Modern Slavery Statement at
www.rotork.com/en/investors/modern-slavery-
statement
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202543
Operating responsibly continued
Culture, ethics and governance continued
Anti-bribery and corruption
We have a zero-tolerance policy towards bribery
and corruption worldwide, irrespective of country
or business culture. Both our Code of Conduct
and our Anti-Bribery and Corruption Policy
prohibit the offering, paying or solicitation of
bribes in any form. Additionally, our Gifts and
Hospitality Policy provides guidance on the
rules relating to the giving and receiving of
giftsand hospitality. Requests to offer or accept
gifts or hospitality (over a de minimis threshold)
are recorded in our automated register, together
with whether approval has been granted.
Third-party risks
We have procedures in place to manage third-party
risks (including bribery risk) across our operations,
including the selection, appointment and monitoring
stages. During 2025, we have identified
improvements to our channel partner lifecycle
management process, including reviewing our
routes to market and the classification of our
channel partners (agents, distributors and
resellers) to support our Growth+ strategy.
Weare currently piloting the improvements
inChina, with the expectation of a global
rollout in 2026.
Our channel partners must adhere to our Channel
Partner Code of Conduct, which is published on
our corporate website at www.rotork.com/en/
terms-and-conditions/channel-partners
Sanctions
We have an established sanctions compliance
programme that seeks to mitigate risk relating
totrade and financial sanctions. This programme
includes screening third parties through sanctions
software and monitoring changes in legislation
for restrictions on supplying products in certain
territories or to certain third parties. It also
focuses on mitigating against the diversion of
goods to sanctioned territories and sanctioned
persons. An updated Sanctions Policy was
approved by the Board in 2025. Procedures to
implement the Sanctions Policy are documented
in the Sanctions Manual, which is continually
updated to reflect changes to legislation and
regulatory guidance. As part of our ongoing
commitment to develop our people, we will
deliver training on the Sanctions Policy in 2026.
Fair competition
During 2025, we finalised the updates to our
Fair Competition Policy and an accompanying
manual, and developed supporting targeted,
risk-based training. Training will be delivered
toour employees during 2026.
Our policy on political donations
Rotork is a politically neutral organisation.
OurCode of Conduct includes a section on
political donations, confirming that Rotork
doesnot make political donations in any part
ofthe world, to any political campaign, party,
candidate or their affiliated organisation. No
political donations were made during the year.
Encouraging colleagues to ‘Speak Up’
We have an open and transparent cultural DNA,
and this is underpinned by our Speak Up Policy.
Our Speak Up Policy encourages the reporting
of any suspected wrongdoing as soon as possible
and without fear of detrimental treatment
because of raising a concern. It applies to all
individuals working within, for, or with Rotork,
including our suppliers.
We offer a range of channels for raising concerns.
Our policy encourages employees to contact
their line managers, our Head of Ethics and
Compliance, our Group Chief Human Resources
& Sustainability Officer or our Group General
Counsel & Company Secretary. We also offer an
independent, global and multilingual external
reporting service managed by Safecall. This
service allows concerns to be raised anonymously,
if preferred.
The service is available to employees, external
stakeholders and the public and is operated
24hours a day, seven days a week. Reports
canbe made to a local freephone number or
submitted via Safecall’s website. All concerns
raised are investigated promptly.
During 2025, we continued to promote the
importance of speaking up via our various
Speak Up mechanisms, through mandatory
eLearning and other communication channels.
We also educated managers on the importance
of creating a Speak Up culture as part of our
People Manager Programme. In 2026, we plan
to offer additional training to further equip our
managers with knowledge and confidence to
deal with employee concerns, as well as providing
investigation training to our Legal, HR and other
functions that support with workplace investigations.
Our Speak Up Policy is available in 11 languages
and is published on our website at www.rotork.
com/en/sustainability/esg-reports-and-policies/
speak-up-policy
Board-level oversight
As part of its ongoing oversight of the
Company’s good governance practices and
oversight of the Company’s culture, the Board
received a detailed presentation from the
Group General Counsel & Company Secretary
on Rotork’s ethics and compliance programme
at its August 2025 meeting. Additional updates
were provided at other meetings during the
year, as necessary. The Board reviews concerns
reported about suspected wrongdoing, and,
where required, agrees actions to be taken to
prevent a potential reoccurrence. The Board is
updated on the compliance training undertaken
and planned during the year, together with
completion statistics. It also reviews the outcomes
of our employee engagement surveys, to help
identify any areas where employees feel that
there is a divergence between their experience
and our cultural DNA.
For more on ESG governance, see page 55
Priorities for 2026
Aiming to continuously improve, our key
priorities in 2026 are to:
• build on managers’ existing capabilities
byproviding focused training on how to
respond effectively and take appropriate
action when employees raise concerns;
• enhance the expertise of departments
supporting Speak Up investigations
through specialised best-practice
investigation training; and
• continue to enhance our third-party risk
management programme.
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Operating responsibly continued
Enabling a sustainable future
Our mission
To help drive the transition
toalow-carbon future where
environmental resources are
used responsibly.
Our commitments
• We will play our part to enable the global
energy transition and support a cleaner,
more sustainable future.
• We will support customers’ energy and
emissions reduction and enable them
toincorporate renewable energy into
theiroperations.
• We will enable sustainable management
ofwater resources and greater water
efficiency for our customers.
SDGs we will progress
In this section
Revenue aligned with
impactthemes
Our eco-transition portfolio represented
31%
of sales in 2025
• Electrification of oil and gas operations
• Managing water resources
• Advancing sustainable fuels
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Division: Oil & Gas
Segment: Target
Sector: Upstream electrification
Region: EMEA
Rotork has supplied over 200 actuators to
ONE-Dyas for the N05-A upstream gas
processing platform, located in the Dutch
North Sea. This next-generation platform is
expected to reach ‘near zero’ operational
emissions (Scope 1 and 2) and will be the
North Sea’s first fully electrified gas
production platform.
Our actuators will support the electrification
and automation of the platform.
Division: Oil & Gas
Segment: Target
Sector: Midstream electrification
Region: Americas
Our electric and electro-hydraulic actuators
were selected for the emergency shutdown
function within the expansion ofa natural
gas pipeline.
The original specification was adapted to
increase the use of electro-hydraulic actuators
in place of methane-emitting alternatives.
A typical oil and gas production wellhead uses
a choke valve to control the flow and pressure
of hydrocarbons to the next step of the
production process.
Traditionally the choke valve has been controlled
manually using a hand wheel. Adisadvantage
ofthis method is the risk of methane emissions
downstream (for example, through emergency
venting orincomplete flaring) if there is an
unplanned increase in flow or pressure while
the wellhead isunmanned.
Electrification of oil and gas operations
1 International Energy Agency: Global Methane Tracker 2025.
2 Oil and Gas Climate Initiative: Progress Report 2025.
In the International Energy Agency’s (IEA) latest
report on methane emissions, it highlights upstream
operations as both the ‘main source of emissions
in the oil and gas industry’ and the area with the
‘greatest potential for cost-effective abatement’.
The IEA estimated that the industry could avoid
40% of upstream methane emissions at ‘no net
cost’. The report also notes the emissions reduction
opportunities in mid- and downstream. These
emissions primarily occur during the transportation
of natural gas.
1
The reduction of operational emissions from oil
and gas is progressing. In 2025, the Oil and Gas
Climate Initiative (OGCI), with membership
representing 25% of global oil and gas production
(operated basis), reported that members’ overall
upstream methane intensity had reduced by 62%
since 2017. The OGCI’s 2025 Progress Report
specifies several opportunities to reduce methane
intensity including less flaring, less venting, and
upgrading methane-emitting pneumatic controls
to non-emitting alternatives (e.g. electric).
2
Rotork’s electric and electro-hydraulic actuators
are a superior option for oil and gas operations.
These products do not emit methane in operation
and substantially reduce this risk of emissions
from venting.
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Enabling a sustainable future continued
Access to clean water is increasingly
aglobalpriority.
Arecent UN report
1
notes thatalmost 75% of
the globalpopulation is based in ‘water-insecure’
or ‘critically water-insecure’ countries, with
1.8billion people ‘living under drought
conditions in 2022–2023’. In addition to
supplyconcerns, water quality is also declining
inmany regions due tocontamination from
untreatedwastewater.
Managing water resources
Division: Water & Power
Segment: Target
Sector: Water
Region: Americas
One evolving area in the water sector is the
emergence of new (and anticipated) regulations
on ’forever chemicals’, such as PFAS.
Rotork actuators were selected for a series of
water filtration upgrades at water treatment
plants in the United States. These upgrades
were undertaken to meet regulatory limits on
PFAS. The filtration of these chemicals from
drinking water will improve water quality and
benefit publichealth.
Division: Water & Power
Segment: Target
Sector: Water
Region: Americas
In 2025, Rotork’s actuators and services
were selected for a major wastewater
treatment plant. A replacement for competitor
products, we will support the end user with
improving both system reliability and the
organisation of maintenance schedules.
1 Global Water Bankruptcy (2026). UNU: Institute for
Water, Environment and Health.
Rotork products play an important role in
watersupply and treatment. Through projects
like the Alkimos desalination plant in Australia,
our actuation products enable the supply of
additional, high-quality water. As evidenced in
these case studies, our products continue to be
selected for major wastewater facilities, including
those with advanced filtration requirements.
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Enabling a sustainable future continued
Liquid and gaseous fuels continue to play an
important role in transport and heavy industry.
Reducing the impact of these sectors will likely
require lower-emissions fuels where electrification
is not currently practical or sufficient.
Advancing sustainable fuels
Division: CPI
Segment: Target
Sector: Decarbonisation
Region: EMEA
Producing green steel from hydrogen-based
direct reduction eliminates the process-related
CO
2
emissions of traditional steel from
coal-based production. In 2025, Rotork
supplied a European green steel plant
with a range of IQ products for process
valvecontrol.
Division: Oil & Gas
Segment: Target
Sector: Decarbonisation
Region: EMEA
Rotork supplied a range of flow control
products toarenewable fuel refinery in
Europe. Thefacility will produce renewable
diesel andaviation fuel from waste oils.
The use ofwaste-derived fuels in place of
traditional fuels can significantly reduce the
lifecycle emissions of transport.
The use of green hydrogen can significantly
reduce the emissions resulting from steel
production, while hydrogen or waste-derived
fuels can reduce the lifecycle emissions of the
maritime and aviation sectors (4-6% of
globalemissions).
Our products have been selected for a range
ofadvanced fuels projects, including the
hydrogen value chain, sustainable fuels
production facilities and across shipping
andmaritime infrastructure.
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Enabling a sustainable future continued
Making a positive
social impact
Our mission
To support thriving, fair
andresilient communities.
Our commitments
Diversity
• We will develop and deliver initiatives to
drive greater gender and ethnic diversity.
Fair pay
• We will contribute to a fairer society
more broadly, including ensuring
100%of employees are covered by
ourFair PayFramework.
SDGs we will progress
In this section
People and culture
Social contribution
rotork.com Rotork Annual Report 2025
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Our impact
We aim to support thriving,
fairand resilient communities.
We strive to make a positive social impact on
our people, supply chain and place where we
work. We engage proactively and fairly with
our stakeholders to understand and address
their needs. We support charitable causes that
align with our sustainability goals and employees’
interests, extending our positive impact. By
providing high-quality employment, we contribute
significantly to economic stability.
We are committed to being a fair employer,
ensuring equal opportunity and fostering an
inclusive culture and workplace. Recognising that
diversity enhances business success, we actively
work to advance underrepresented groups and
tackle social inequality through targeted outreach
programmes. By nurturing talent from diverse
backgrounds, we create a culture where everyone
can thrive and contribute to our success.
This section outlines how we positively engage
with and support our people and communities,
positively impacting individuals and society.
Brand and reputation
Our brand is globally recognised and highly
respected. It stands for innovative, quality,
market-leading products and services.
Our sustained success relies on building and
maintaining our strong reputation with new and
existing customers and employees. To sustain
market leadership and unlock future growth, we
are focused on being an employer of choice that:
• attracts, retains and develops a diverse
pipeline of talented people;
• offers fair and competitive rewards; and
• demonstrates our commitment to diversity
and inclusion.
People and culture
At Rotork, we strive to be a great place to work. Engaged and
committed employees are essential to successfully delivering our
Growth+ strategy and achieving sustainable business growth.
2025 achievements
• Launched our evolved DNA and behaviour
framework across the organisation.
• Launched our flagship global People
Manager Programme.
• Introduced the new Culture
ChampionsNetwork.
• Awarded Bronze in the 2025 Britain’s
Most Admired Companies study.
• Evolved our approach to performance
management to align with our DNA.
• Significantly increased employee
engagement scores in our annual
employee survey.
• Met early career diversity targets for our
Graduate Scheme, and expanded the
programme into EMEA.
Cultural journey: building a stronger Rotork
During 2025, we launched our evolved
cultural DNA, which has been built on our
strong cultural foundations and what makes
Rotork unique, whilst aligning our culture
more closely with our Growth+ strategic pillar,
‘Invest in our People and Culture’, enabling
our culture to accelerate growth and scalability
and be a driver of long-term success.
We defined our DNA through an extensive
programme in 2024 to understand our
culture, identify our strengths and uncover
opportunities. Although our existing values
served us well over the past six years, this
initiative provided an opportunity to evolve
our culture. We engaged over 800 employees
across 27 countries and listened to their
insights to understand our strengths and areas
for growth. Their feedback was instrumental
in defining our evolved cultural DNA, which
will guide us forward.
These principles shape how we lead, grow
and engage our people and customers,
fostering behaviours and experiences that
drive success. They are underpinned with six
core behaviours:
• collaborating for results;
• communicating with impact and purpose;
• achieving our potential;
• taking accountability;
• delivering high performance; and
• innovating through customer focus.
In 2025, we introduced our evolved cultural DNA
with our employees and leaders through aseries
of events and town halls, including our flagship
People Manager Programme. We also launched
a new performance management approach to
roll out the comprehensive behaviours framework
that underpins the DNA attributes. Our approach
will ensure our culture remains a driver of
long-term success in the years ahead. By
embracing our evolved DNA as Rotork scales,
weare building a more customer-focused,
connected and winning business.
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Making a positive social impact continued
Talent management and succession planning
Our ability to attract, develop and retain
exceptional talent is fundamental to delivering our
Growth+ strategy and driving sustainable growth.
We completed a leadership talent and succession
review in 2025, focusing on building strong
leadership capabilities following the Business
Manager Programme we ran in 2024. These
robust plans were reviewed by our Board as
part of our talent management process and
theimportance it places on succession planning.
28% of senior leaders were new in their role
in2025, with around a third resulting from
internal promotions.
In 2025, we heavily invested in evolving our
performance management approach to embed
our new DNA and the comprehensive behaviour
framework that underpins it. We conducted
performance management training throughout
the year, with a heavy focus around mid year
when around 2,000 employees took part. We
saw similar levels of participation at year-end,
helping to ensure everyone understands the
importance of the ‘what’ and ‘how’ of performance
,
and how their everyday behaviours shape this.
We also focused on development plans based
on individual behavioural levels, as well as
introducing a feedback mechanism within the
performance management process. This helps
shape and continue to build a listening and
learning culture.
2025 saw the fourth intake of our global Graduate
Programmes as part of our continued commitment
to developing early career talent. To ensure a
high-quality experience, our graduates are paired
with a mentor throughout and undertake a
structured development programme with a
strong focus on career progression. We have
set a target that at least 50% of participants in
our schemes are diverse (female or from ethnic
minority or other groups currently underrepresented
in our business) to increase the diversity of our
talent pipeline. We exceeded this target in 2025
(83%). Our second wave of graduates progressed
into permanent positions within the business.
We also now have 20 apprentice service engineers
enrolled onto our global Rotork Service Academy
.
In 2025, we again donated unused funds from
our UK apprenticeship levy to organisations in
other industries that support young people in
developing new skills and capabilities.
We believe the combination of Rotork experience
and new talent from outside the business is
integral to our success and enables us to continue
to develop and grow. We are proud to have a
good mix of long-serving and newer employees.
35% of our colleagues have been with Rotork
for over 10 years, while 50% joined in the last
five years.
Training and development
We are committed to fostering a strong learning
culture, ensuring our people have the skills,
behaviours and experience needed to deliver
our strategy and achieve long-term success.
In 2025, we launched our global flagship People
Manager Programme, which was deployed across
three phases, one for each element of our DNA.
Over 500 people managers took part in the
blended learning programme, which developed
management capabilities fully aligned with our
DNA and behaviours. In Phase One we hosted
21 face-to-face events across the business
supported by 16 virtual sessions. This approach
was replicated across the other phases.
We also continued to evolve our eLearning
content, expanding both functional programmes
and core training requirements within our
learning@rotork platform.
Read more on page 43
Employee engagement
Employee feedback is critical to ensure colleagues’
views are considered when decisions are made
at Board and management levels. These insights
also mean we can respond to any concerns
promptly and understand what matters most
toour people.
During 2025, we again partnered with a
thirdparty to run our engagement survey.
Thisenables us to continue to benchmark our
engagement levels against industry standards
and sharpen our focus on fostering meaningful
engagement across Rotork. 86% of employees
took part in the latest survey (2024: 80%). This
year, we saw a significant increase in the global
engagement score, outperforming similar
organisations participating in their second year
using the external engagement partner. One of
the questions we measured was related to the
extent to which our leaders role model our DNA.
This question achieved a strong 4.08 out of 5.
This demonstrates that our senior managers are
leading by example and supporting our evolution
by role modelling our culture and behaviours.
As in previous years, for 2025 a portion of our
leadership’s bonus opportunity is linked to
maintaining high levels of employee engagement.
In 2025, we introduced a network of Culture
Champions, which has helped us embed our
cultural DNA at a local level. Employees could
volunteer to apply to become a Culture Champion,
and applications were significantly oversubscribed.
We applied selection criteria, which resulted in
the appointment of 80 Culture Champions,
with at least one in every location.
Reinforcing our commitment to listening, our
CEO, Kiet Huynh, hosted skip-level meetings
and town halls during site visits, in addition
totwice yearly global all-employee town halls.
Members of the Rotork Management Board
also hold skip-level meetings during their visits
and joined the all-employee town halls. These
touchpoints create frequent, meaningful
opportunities for colleagues to share their
perspectives, ensuring employees’ voices are
heard through a broad range of channels.
Wellbeing and mental health
We have a strong focus on our employees’
wellbeing and mental health. We continue to
maintain a high number of Mental Health First
Aiders (MHFAs) trained worldwide, with around
80 in place across the Group. We have a range
of learning modules to support line managers
on mental health awareness and other supporting
content for them and employees. Content around
wellbeing is also available on our learning@rotork
platform. We provide a Global Employee
Assistance Programme, which includes
mentalhealth support and counselling
24/7inemployees’ local languages.
35%
of employees have been with Rotork for over 10 years
50%
of employees joined in the last five years
People and culture continued
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Making a positive social impact continued
Fair pay and benefits
In 2020, we launched our Fair Pay Framework.
It includes five focus areas to guide our reward
policies, procedures, systems and decision making
and support fair and competitive remuneration.
This ensures that all colleagues are appropriately
and fairly rewarded for their contributions.
Our original framework included a commitment
topay a real living wage (rather than the minimum
wage) where this exists in a country. In 2021,
we increased our commitment and now ensure
we pay more than the living wage. Rotork is
accredited as a Living Wage Employer by the
Living Wage Foundation.
We are proud to have well-above-average
employee share ownership. Colleagues in many
of our locations receive afree share award,
giving them an additional personal and financial
stake in our success.
All permanent employees take part in the
Rotork bonus scheme, regardless of their role
or level, after three months of service. We link
performance to reward, ensuring we recognise
those who make the most significant contribution
in line with our DNA. We benchmark our reward
and benefits externally in every country in which
we operate. We also provide pension arrangements
based on local laws and practices.
Read more on pages 121 and 122
Collective bargaining
We uphold colleagues’ freedom of association
and recognise their right to collective bargaining.
Such arrangements exist in several of our sites
and countries of operation. Around 6% of
ouremployees globally are covered by union
agreements. We are committed to open
andconstructive engagement with them
andtheir representatives.
Diversity and inclusion
We remain committed to fostering an inclusive
culture and diversity of thought. We recognise
the strategic advantage of valuing diverse
perspectives and contributions. Our Head of
Talent and Culture leads our focus in this area.
As at 31 December 2025, 62.5% of our Board
are diverse (by gender and/or ethnicity).
Our Board Diversity and Inclusion Policy is
available to view at www.rotork.com/en/
investors/diversity-and-inclusion
In June, we marked International Women in
Engineering Day by sharing inspiring stories of
colleagues around the world who embody the
spirit of Together, We Engineer. Through a
series of internal interviews with both male
andfemale engineers from different countries,
levels and backgrounds, we explored what
engineering means to them and how working
together drives progress. We again celebrated
Pride Week, encouraging colleagues to show
their support by adopting a rainbow version of
the Rotork logo in their email signatures and
using a rainbow background during Teams calls.
Our Graduate Scheme was relaunched in 2022,
with a target to ensure we reflect the diversity
of the communities in which we operate. To
ensure a more diverse talent pipeline, wehave
set a target that at least 50% of participants in
our schemes are female, from ethnic minorities,
or from other groups currently underrepresented
in our business. Weexceeded this in 2025 (83%).
Our Respect at Work and Equality of Opportunity
Policy reflects our responsible employer approach.
This aims to promote fair and objective treatment
across recruitment and employment, regardless of
any protected characteristic.
Gender diversity
We are committed to increasing the number
ofwomen in our organisation at all levels.
At31December 2025, females comprised
25.0% of our workforce (2024: 25.0%), our
Board comprised 50% females (2024: 44.4%),
and the Rotork Management Board (our
Executive Committee) and its direct reports
combined comprised 28% females (2024: 25%).
We are a long-standing member of the 30%
Club, which aims to achieve at least 30%
representation of women on all boards and
C-suites globally. We are also a partner of the
Women in Engineering Society (WES), which
aims to inspire women to achieve as engineers,
scientists and leaders.
We are proud to exceed the target in
the Hampton-Alexander Review of 33% female
representation on our Board. Rotork’s female
Board representation also continues to exceed
the target set under the UK Listing Rules and
DTRs of 40% female representation on boards
by 2024. We also meet the requirement that at
least one of the Chair, Senior Independent Director
(SID), CEO or CFO is female as Dorothy Thompson,
our Board Chair, is female. Any new appointment
to the Board is made with consideration to our
Board Diversity and Inclusion Policy. The Board
is committed to ensuring its membership has
diversity in its broadest sense, and we work
with search firms that are signed up to the
Voluntary Code of Conduct for Executive
Search Firms.
Ethnic diversity
We exceeded the Parker Review target of having
at least one member from an ethnic minority
background on all FTSE 250 boards by 2024.
We remain committed to increasing the ethnic
diversity of our Rotork Management Board (our
Executive Committee) and its direct report levels.
This is important in providing senior-level role
models from diverse backgrounds. However,
wecannot yet obtain full, accurate global
ethnicity data for our senior population from
all jurisdictions in which we operate, which
prevents usfrom setting a senior diversity
target at thislevel for now.
We strive to ensure that diversity is considered
in our talent management process. We actively
review performance, talent and remuneration
decisions to ensure fairness. We have set a target
of having at least 50% of our Early Careers
Programme participants come from diverse
andunderrepresented groups in our business.
Since 2019, we have published our UK Ethnicity
Pay Report alongside our UK Gender Pay Report.
Our mean ethnicity pay gap is 5.1% (2024: 2.4%),
and our median ethnicity pay gap is -2.4%
(2024: -5.4%). The full details can be found
inour Gender Pay Report for 2025, published
inApril 2026 and available on our website.
More information aboutthe gender and ethnic
diversity of Rotork’s Board and the Rotork
Management Board is set out on pages 53 and 85
People and culture continued
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Making a positive social impact continued
Age profile
(As at 31 December 2025)
Under 30 12%
30 to 49 57%
50 and over 31%
Ethnic origin
(As at 31 December 2025, based on those
whochosetodeclaretheir information)
White 51.3% Black 3.3%
Asian 37.0% Other 1.8%
Hispanic 5.3% Mixed 1.3%
Senior leaders’ ethnicity
(As at 31 December 2025, includes RMB members
andtheirdirectreports, where declared)
Gender profile
(As at 31 December 2025)
Early careers diversity*
(Graduate, Internship and Apprentice Programmes,
diversity figures as at 31 December 2025)
* ‘Diverse’ hires are defined as employees from gender and/or ethnic groups that contribute to a more balanced and inclusive workforce.
Male 75%
Female 25%
Non-diverse 42%
Diverse 58%
Employees
White 74.5% Black 1.1%
Asian 18.1% Other 1.1%
Hispanic 3.1% Mixed 2.1%
People and culture continued
Gender pay reporting
All Rotork employees in the UK:
At 5 April 2025 2024 2023
Mean gender pay gap across all Rotork
employees inthe UK (4.7)% 6.5% 7.3%
Median gender pay gap across all Rotork
employees inthe UK (1.9)% 6.5% 8.3%
UK’s national gender pay gap 12.8% 13.1% 14.2%
Gender Pay Report
Gender pay reporting compares the hourly pay
of men and women on a specific date, irrespective
of their role or level in the organisation. A negative
percentage figure indicates an outcome in favour
of women. In line with best practice and to ensure
meaningful insight, non-executive directors have
been excluded from our gender pay reporting
for 2025. The figures for previous reporting
periods have been revised for comparison.
Our 2025 Gender Pay Report shows that
ourmean gender pay gap across all Rotork
employees in the UK is -4.7% (2024: 6.5%),
and our median gender pay gap across all
Rotork employees in the UK is -1.9%
(2024:6.5%). This compares to the UK’s
national gender pay gap figure of 12.8%
andreflects our continued work in this area.
The mean (average) gender pay gap calculates
the difference between men’s and women’s
average hourly pay using employees’ hourly pay.
Mean averages give a useful overall indication
of differences in pay; however, a small number
of highly paid individuals can significantly
impact the figure.
The median pay gap is calculated by comparing
the pay of people in the middle of the hourly
pay lists for men and women.
Rotork’s median pay gap in the UK continues
tobe below the national average.
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Making a positive social impact continued
We strive to contribute positively to the
communities in which we operate worldwide.
This is integral to our commitment to being a
good corporate citizen. Our ethos is grounded
in our DNA and behaviours and is part of what
makes Rotork a great place to work.
We target an annual contribution of 0.1% of
prior year’s profits to our nominated charity
partners and asimilar percentage to local
charitable causes. Local teams are empowered
to decide how to
distribute funds and support their
local communities.
Charity partner selection process
We partner with international charities that
align closely with our purpose, our values and
the UN SDGs. We select charity partners using
four key parameters:
Our global charity partners
At the end of 2025, we donated £175,000 to our global charity partners, Pump Aid and
Renewable World, and to Rotork Benevolent Support, increasing the donations from 2024.
1. Accountability requirements
How will donations be used, how readily are accounts
available, and what proportion reaches recipients?
4. How are they funded?
Are they an established and registered charity,
non-political and non-religious?
2. Do key causes align,
andwhat’stheglobal reach?
Do they align with our business and support
ourpurpose of ‘keeping the world flowing
forfuturegenerations’?
3. Do they empower for the long term?
Are they involved in supporting
communitiesinthelong term?
Rotork Benevolent Support
Rotork Benevolent Support was established in
2020 during the COVID-19 pandemic. It was
created to provide financial assistance to current
and former employees and their families, initially
focusing on those most affected by the crisis.
Over time, its mission has expanded to support
individuals facing financial hardship due to
unexpected events.
Looking ahead to 2026, it will continue to provide
grants to those in need, ensuring that our people
and their families have a safety net when life
takes an unexpected turn. Our donation during
2025 strengthens that mission and reinforces
our belief that looking after our colleagues is an
important element of serving the communities
around us.
Renewable World
Access to reliable healthcare often depends
on the availability of electricity. In Kenya’s
Kajiado County, many remote health facilities
operate without power, limiting life-saving
services. In 2025, through Renewable World’s
Clean Energy for Health (E4H3) project, Rotork
helped change that.
Our support helped equip two off-grid health
facilities with solar power systems, enabling
round-the-clock care for more than 10,000
people. As a result, expectant mothers can
access emergency services at any time, vaccines
and medicines are safely stored in solar-powered
refrigeration, and critical tests are available
without delay.
2026 represents the second year of the E4H3
project, which will bring clean energy to up
tofour additional health facilities, improving
healthcare access for 15,000 more people.
Over the three-year project, this initiative will
deliver sustainable, life-saving health services
to more than 35,000 residents in one of
Kenya’s most underserved regions.
With our support, Renewable World is creating
lasting solutions that close the gap in essential
healthcare access, ensuring even the most
remote communities receive the care they deserve.
Pump Aid
We are proud to continue supporting Pump
Aid’s mission to end water poverty in Malawi.
Our ongoing partnership enables Pump Aid’s
social enterprise, Beyond Water, to expand its
reach. Beyond Water now provides over 700
rural communities and more than 290,000
people with reliable, safe water.
Through our financial support and collaboration,
Pump Aid will strengthen local capacity by
managing and incentivising mechanics to earn
a meaningful income, creating opportunities
for women in technical roles, and improving
the way community water pumps are managed.
This approach reduces pressure on volunteers
and provides affordable services. In 2025, our
support helped Pump Aid maintain a 99%
waterpoint functionality rate, far exceeding
the national average of around 60%, and
thereby improving health and education
outcomes for thousands of children.
Our contribution also helps Pump Aid innovate,
from developing structured training for mechanics
to enhancing spare parts, logistics, and
data-driven maintenance. Together, we are
building a sustainable, community-led
approach to water access, empowering
Malawians to create lasting change.
We look forward to deepening our
partnership and supporting Pump Aid’s
ambitious plans for 2026 and beyond, helping
to ensure every community in Malawi has
access to a safe and reliable water supply.
Our social contribution
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Making a positive social impact continued
benevolent
support
We use several approaches to integrate ESG
objectives into how we do business. This includes
tying the successful delivery of social and
environmental objectives to management’s
remuneration. It also includes standardising
ourapproach by formalising sustainability
considerations and expectations within key
management and decision-making processes.
We employ a range of published codes and
policies which guide our approach. We also
commit to measuring our performance and
reporting transparently on our progress.
ESG governance
Board oversight
To ensure the appropriate level of governance
in this key area, at the beginning of 2024 the
Safety and Sustainability Committee was
reconstituted under its refreshed remit. The
meetings were structured to allow the Committee
to undertake a deep dive into an important
safety or sustainability focus area at each meeting.
The Board receives an update on our ESG,
safety and sustainability agenda from our
ChiefExecutive Officer at each meeting.
The Chairs of our Safety and Sustainability
Committee and Nomination Committee also
provide an update on the activities of the
Committees following their meetings. The
Board reviewed and approved this Annual
Report prior to publication.
Roles of the Safety and Sustainability
Committee and the Nomination Committee
ESG topics are overseen by the Safety and
Sustainability Committee and the Nomination
Committee. The Safety and Sustainability
Committee oversees the Group’s safety and
sustainability strategy, performance and disclosures.
The Company’s Diversity and Inclusion Policy,
strategy and implementation of initiatives are
overseen by the Nomination Committee.
The Safety and Sustainability Committee and
Nomination Committee terms of reference were
both updated in October 2025 and are published
on our website at the following address:
Read more online at
www.rotork.com/en/investors/committees
Safety and Sustainability Committee membership
comprises four independent non-executive
directors being: Andrew Heath (Committee
Chair), Karin Meurk-Harvey, Vanessa Simms and
Janice Stipp. Our Chief Executive Officer has a
standing invitation to attend meetings, and
other senior managers including the Group
Chief Human Resources & Sustainability Officer,
the Head of ESG and Sustainability, andthe
Global Head of HSE may also attend meetings
by invitation. Nomination Committee
membership is comprised of non-executive
directors Dorothy Thompson (Committee Chair),
Andrew Heath and Janice Stipp.
Management responsibility
Members of the Rotork Management Board
(RMB) and their direct reports take
responsibility for elements of our ESG agenda:
• Our Chief Executive Officer has ultimate
responsibility for the delivery of our ESG agenda;
• Our Group Chief Human Resources &
Sustainability Officer is the executive sponsor
of Rotork’s sustainability strategy and programme
;
• Our Chief Financial Officer is responsible for
financial and non-financial reporting, including
compliance with disclosure requirements;
• Our Operations Excellence Director is
responsible for the operational elements
ofour sustainability programme, including
health and safety, environmental
management and the integration of ESG
within procurement;
• Our Chief Information Officer is responsible
for information and cybersecurity;
• The Managing Directors of the Oil & Gas,
Water & Power and Chemical, Process &
Industrial divisions are responsible for ensuring
our sustainability objectives are embedded
within their respective divisional strategies.
Management Board members also have specific
responsibilities for climate-related matters,
including to support the delivery of our
science-based emissions reduction targets.
See our TCFD Report on pages 68 to 75 for
furtherdetails
Group-wide policies
We have an extensive suite of Group-wide ESG
policies, which govern our approach.
The key policies are published on our website,
atwww.rotork.com/en/environmental-social-
governance/esg-reports-and-policies
Our policies set out our commitments to
responsible and sustainable business practices.
They apply Group-wide.
We provide training to ensure employees
understand and implement our policies. We
also monitor compliance with our policies.
See page 43 for more information aboutethics
and compliance training
ESG integration
Key performance indicators
We measure the Group’s performance against
five financial performance indicators and two
non-financial performance indicators: Scope 1
and 2 (market-based) emissions reduction and
total recordable incident rate (see page 20
ofthis report).
Link to remuneration
Our performance against these non-financial
KPIs has been linked to executive directors’
andsenior leaders’ remuneration.
Annual bonus – ESG measures
• Total recordable incident rate.
• Environmental innovation (measured through
evidence of greater positive environmental
impact through our products and increased
customer engagement on sustainability issues).
• Culture and engagement scores.
In 2025 non-financial performance represented
a 10% share of the bonus opportunity for
executive directors. In order to drive increased
focus, incentives for the entire senior leadership
population (circa 100 people) are also formally
linked to these measures.
Depending on their role, some individuals also
have additional sustainability targets included
intheir strategic personal objectives for the year
(15% of the bonus opportunity).
Long Term Incentive Plan – ESG measure
The 2026 LTIP core award includes a
performance condition of an absolute reduction
in Scope 1 and 2 CO
2
emissions (market-based)
from the 2020 baseline year. The threshold
target (25% vesting) is a 50% reduction,
increasing on a straight-line basis to full vesting
for a 53% reduction (see page 124).
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ESG and sustainability governance, integration and measurement
Integration into strategy
andbusinessprocesses
We are continuing to drive deeper integration
of ESG into our strategy and core business processes.
Corporate strategy
We have integrated ESG and sustainability-related
market dynamics into our Growth+ strategy.
This includes embedding requirements to
enable us to meet our science-based emissions
reduction targets.
New product development
We are also creating product development
roadmaps to reduce emissions associated with
use of our sold products, to meet our emissions
reduction target and customer demand for
lower-energy use/emissions products. We have
also included sustainability considerations at
each of the important checkpoints in the Rotork
Development and Launch Process for new products.
See page 35 for more details onouremissions
reduction targets
Governance
We formalise the integration of environmental,
social and ethical considerations into our key
governance documents. These are available at
www.rotork.com/en/environmental-social-
governance/esg-reports-and-policies.
Our communications and ratings
We are committed to measuring our ESG
performance and reporting transparently on
progress. We report on the delivery of our
sustainability programme through the Annual
Report and our website, and we actively
engage with key ESG indices (latest ratings
onpage 28).
Basis of preparation
This report has been prepared with reference
tothe Global Reporting Initiative (GRI) Standards.
While the implementation timelines of forthcoming
sustainability reporting regulations may change,
our future Annual Reports will seek to align
with these frameworks.
We will publish our GRI index on our website
inthe first half of 2026.
Further information
Sustainability Accounting Standards Board (SASB)
We have provided disclosures against the SASB
framework to support our communication of
financially material sustainability information.
For more information, see our SASB table on
page 57
ESG commitments
We have been a signatory to the United Nations
Global Compact since 2003. We work to meet
its principles. This report contributes toward our
United Nations Global Compact Communication
on Progress requirements. We are a member of
the 30% Club, which aims to achieve at least
30% representation of women on all boards
and C-suites globally. As at 31 December 2025,
Rotork’s Board had 50% female representation.
Get in touch
We welcome any feedback on this report and
our sustainability agenda. Get in touch via:
esg@rotork.com.
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ESG and sustainability governance, integration and measurement continued
Table 1. Sustainability disclosure topics and accounting metrics
Topic Metric – quantitative Unit 2025 2024 2023
Energy management Electricity GJ 47,159 44,349 41,849
Natural gas GJ 39,260 36,344 32,902
Diesel and petrol GJ 20,479 16,856 16,475
LPG GJ 385 2,677 3,736
Steam GJ 1,262 1,363 1,515
Total energy consumed GJ 108,545 101,589 96,477
Proportion of total energy consumed from renewables % renewable
% non-renewable
32%
68%
24%
76%
19%
81%
Proportion of electricity from on-site generation % from grid
% on-site generation
85%
15%
93%
7%
98%
2%
Proportion of electricity from renewable sources % renewable
% non-renewable
74%
26%
56%
44%
44%
56%
Workforce health and safety Total recordable incident rate (TRIR) Rate 0.24 0.22 0.26
Fatality rate Rate — — —
Near miss frequency rate (NMFR) Rate 2.43 3.78 3.97
Topic Discussion and analysis
Materials sourcing Description of the management of risks associated with the use of critical materials n/a Annual
Report
2025,
p. 41–44
Annual
Report
2024,
p. 47–51
Annual
Report
2023,
p. 47–50
Table 2. Activity metrics
Activity metric Unit 2025 2024 2023
Number of units produced by product category Quantitative Commercially sensitive, not disclosed
Number of employees Quantitative, as at year end 3,585 3,493 3,342
Table 3. Sustainability disclosure topics and accounting metrics that are non-applicable to Rotork
Topic Metric – quantitative
Fuel economy and emissions in use phase Sales-weighted fleet fuel efficiency for medium- and heavy-duty vehicles
Sales-weighted fuel efficiency for non-road equipment
Sales-weighted fuel efficiency for stationary generators
Sales-weighted emissions of 1) nitrogen oxides (NOx), and 2) particulate matter (PM) for: (a) marine diesel engines; (b) locomotive diesel engines;
(c) on-road medium- and heavy-duty engines; and (d) other non-road diesel engines
Remanufacturing design and services Revenue from remanufactured products and remanufacturing services
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Sustainability Accounting Standards Board (SASB) Index
How we manage risk
Managing business risk is essential for us to fulfil our purpose of ‘keeping the world flowing for future generations’.
Our approach torisk intends to protect the interests of all our stakeholders.
Managing business risks
The Board is responsible for determining the
nature and extent of the risks we are willing
totake in achieving our strategic objectives.
Our Group risk appetite statement sets the
tonefrom the top and supports decision
making to mitigate, control or accept risks.
Our Group risk management process reviews
those risks that could have an immediate or
longer-term impact. The Board considers risk
throughout the year, including a consideration
of reports from management and the review of
our key risk indicator dashboards. Additionally,
the Board performs a formal risk review process
twice a year.
The Board is assisted in the oversight of risk
management by the Safety and Sustainability
Committee, the Audit Committee, and the
Rotork Management Board. Principal risks are
reviewed and managed using our risk management
process and risk appetite framework, which
incorporates both a bottom-up and top-down
assessment. The risks identified in the bottom-up
reviews are consolidated before a top-down
evaluation is performed by management and
thereafter reviewed by the Board. The risks
identified are then evaluated against the existing
set of principal risks and uncertainties, and
management will then review whether any
updates to them are required.
Our risk management process is an established
way of identifying and managing risk and forms
an important part of our governance framework
as set out in our Corporate Governance Report;
see page 86.
Risk appetite framework
The Board sets our risk appetite preference,
deciding whether we are tolerant, neutral or
averse to a particular risk. These preferences
guide our approach to managing risk. The risk
appetite statements provide guiding principles
to support decision making at a Board level and
throughout the Group. During 2025, the Board
reviewed the risk appetite framework to assess
the impact of changes in both the internal and
external environment. The Board also reviewed
how risk appetite statements were applied by
monitoring the key risk indicators (KRIs). The
KRIs were reviewed throughout 2025, ensuring
they remained relevant to the risks they track.
KRIs are reported and reviewed by the Board
twice a year.
1
Review and update the
riskappetitepreferences
4
Review key risk indicators
3
Evaluate decisions
againstriskappetite
2
Identify key decisions
Risk appetite statement
Our purpose, ‘keeping the world flowing
forfuture generations’, is embedded in the
waythat we assess risk. We are committed
togenerating stakeholder value through
innovation and sustainable growth and will
onlytake considered risks that align with
ourstrategic objectives andestablished
riskappetite. The Board is responsible for
determining the nature and extent of the
risksitis willing to take in the achievement
ofour strategic objectives. Theriskappetite
framework provides qualitative and
quantitativeinsight on risks and supports
proactive mitigation planning.
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Risk management
Top-down
riskassessment
Ongoing risk
mitigationreviews
andcontrols testing
Rotork Board
• Provides oversight of risk management and internal controls
• Defines risk appetite, statements and preferences
• Promotes a risk-aware culture that emphasises integrity at all levels of business operations
• Determines our principal risks and considers emerging risks and opportunities, ensuring that risk management is embedded within our core processes
Audit Committee
• Reviews the effectiveness
ofinternalcontrols
• Reviews the risk management policy
• Approves the internal audit assurance plans
• Oversight of preparations for Provision 29
of the 2024 UK Corporate Governance Code
Safety and Sustainability Committee
• Promotes appropriate risk management ofsafety and
sustainability matters
• Oversight of safety and sustainability matters to guide our
decision making andpromote our long-term success in line
with our riskappetite
Rotork Management Board (RMB)
• Identifies, consolidates, reports and
manages principal and key risks
• Reports to the Boardon the management
of our principal and key risks
Bottom-up
riskassessment
Divisions and functions
identify, manage and
monitor risks
Group Internal Audit
• Provides independent assurance over the risk management framework through audits and other assurance work performed during the year,
whichisreportedtotheAudit Committee
Group Risk and Compliance
• Supports the Group to identify risks and put in place appropriate mitigations
• Promotes a risk-aware culture and adherence to risk appetite
• Reports on the status of principal risks and emerging risks and opportunities periodically, including key risk indicator dashboards
Functional management
• Identifies current and emerging risks and opportunities specific to the relevant function or business unit
• Implements risk management within their designated area of accountability
Risk management process
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Risk management continued
Our assessment of the principal risks and
uncertainties includes those that could threaten
our business model, future performance, solvency,
liquidity or reputation. Leaders within the business
have continued to embed a risk-aware culture
through training and workshops and a focus
onmitigating actions.
Emerging risks and opportunities
Emerging risks and opportunities are developing
or known issues characterised byuncertainty
and ambiguity, making them difficult to assess
using traditional risk methods. They are often
complex, changeable, and may be outside
management’s control.
They are identified throughout the year, including
through functional risk workshops and twice-yearly
discussions with the Rotork Management Board
and the Board. Responses are tailored to each
specific scenario, and monitoring is based on
the information available at the time. The ability
to recognise developments that could affect our
business or stakeholders is central to effective
risk management and supports the delivery
ofour strategic objectives. We will continue
toidentify emerging risks and opportunities
during 2026as we monitor changes in both
ourinternal and external environment.
Emerging risks and opportunities
Risks
Product security
As digitalisation accelerates across our products and customer solutions
including Intelligent Asset Management (iAM) systems, the nature of
information and security threats continue to evolve. We maintain a
strong focus on product and service security and combine internal
expertise with external specialists to develop secure technologies.
Product regulation
Uncertainty in fast-evolving product regulations for both connected
and standard products may introduce future risks. Strong development
and testing protocols, supported by ongoing global monitoring of
emerging requirements, remain essential. As a long-established innovator,
we are well placed to deliver secure and compliant products in a
changing regulatory environment.
Technological
obsolescence
Rapid innovation in flow control and automation technologies could
render existing products less competitive. We mitigate this through
sustained investment in R&D and continued engagement with our
customers to understand their future requirements.
Opportunities
Automation and
electrification
A high proportion of our sales are linked to industrial automation, with
more than 50% of sales from electric-powered actuators. These trends
are expected to accelerate as industries seek to improve efficiency,
safety, and emissions performance.
Digitalisation and
predictive maintenance
The deployment of intelligent systems like iAM enables condition
monitoring and remote diagnostics, creating new service revenue
streams and enhancing Customer Value.
Energy transition and
hydrogen economy
We are well positioned to support the transition to low- and zero-carbon
fuels, including LNG, green/blue hydrogen, and carbon capture.
Principal risks and uncertainties
Update on 2025 principal risks
The risk environment remained complex during
2025, with many risks interconnected. The Board
reviewed these interdependencies to deepen its
understanding of how one risk may influence
another. The risks identified for 2025 remain
consistent with the prior year. Cyber risk remains
at an elevated level. Management actions are
helping to mitigate this and it continues to require
sustained attention and focus. Geopolitical
conditions are still unpredictable, adding
uncertainty to how quickly changes could affect
our business. We continue to monitor supply chain
disruption strategies to maintain a resilient
business. More information on risk mitigations
is detailed on pages 62 to 66. More details on
the Board’s oversight of audit, risk and internal
controls are set out in the Corporate Governance
Report on pages 96 to 97.
Focus for 2026
During 2025 we continued our plans to
complywith the new Provision 29 of the 2024
UK Corporate Governance Code, which became
effective for Rotork from 1 January 2026. We
have identified our material risks and controls
and initial testing was conducted across the
material controls identified. The Audit Committee
is leading the process and is fully engaged with
the detailed plans. The changes to the Code are
providing the opportunity to have a fresh look
at our key risks and mitigations. The Board
receives regular progress reports from the Audit
Committee and provides direction as required.
Horizon scanning
Horizon scanning is a method for identifying
risks and opportunities over the medium- to
long-term. Horizon scanning supports the
Group in looking past short-term priorities,
evaluating our strategy against possible future
developments, and using these insights to
guide our business planning. We use horizon
scanning to support our identification of
emerging risks and opportunities.
Climate change
We have embedded the identification of
climate-related risks and opportunities into our
risk management framework. These risks and
opportunities remained a specific agenda item
in every functional risk workshop undertaken
throughout the business in 2025. The output
ofthis work is described in more detail in the
TCFD section of this report on pages 68 to75,
70 to 74 for climate risks.
Our risk management processes
are dynamic. We continue to
assess and prioritise risks
related to our strategic
objectives and their impact
onthe principal risks.
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Principal risks and uncertainties
Principal risks
Economic and market conditions
1. Increased competition
2. Geopolitical uncertainty
Environment, social and governance
3. Health and safety
4. Compliance with laws and regulations
5. Climate commitments
6. People
Product quality and reliability
7. Major in-field product failure
Resilience
8. Supply chain disruption
9. Cybersecurity and IT interruption
Change management
10. Business change management
Low Medium High
Net impact
Net likelihood
Low Medium High
Change management
Economic and market conditions
Environment, social and governance
Product quality and reliability
Resilience
2
9
6
3
4
1
5
10
7
8
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Principal risks and uncertainties continued
1. Increased competition
Risk owner: End Market Managing Directors
Link to viability Trend
1. Revenue decline
2. One-off costs and no revenue growth
Description
Increased competition on price, product or technological offering leading to a loss of sales globally or market share.
Update
This risk has remained consistent with the prior year. It covers a wide range of products and services, and the factors
that could influence our position in the market. As a business with a strong global presence and market position,
webelieve this risk is being managed effectively, notwithstanding the current macroeconomic environment.
Risk appetite
We are unwilling to accept risks that could significantly impact our market share or pricing power and will take
proactive measures to mitigate them through strategic actions and innovation. We aim to minimise exposure
tocompetitive pressures that could harm our market position, profitability or reputation.
Example management actions
• Investing in R&D and organic product development, as well as acquiring businesses with complementary
technologies, to maintain differentiation through product features, quality, and the services we provide.
• Ongoing product development and innovation to access new markets and create new applications within
existingmarkets.
• Diversifying across geographies and end markets to strengthen resilience against downturns in individual regions,
recognising that wider industry shifts may not be fully mitigated. We maintain production or sales and service
operations in multiple low-cost countries.
• Our order mix provides resilience during periods of economic uncertainty, as small to mid-sized orders are
typically less affected. Approximately 75% of orders by value are below £100k.
• Increasing our focus on service offerings to meet rising demand for product maintenance and support.
• Our Supply Chain team works closely with vendors to secure lower prices and drive operationalefficiencies.
2. Geopolitical instability
Risk owner: Chief Financial Officer
Link to viability Trend
1. Revenue decline
2. One-off costs and no revenue growth
3. One-off costs and revenue decline
Description
Increasing social and political instability results in disruption and increased protectionism in key geographic markets.
Business disruption could impact our sales and ultimately lead to loss of assets located in the affected region.
Update
This year has brought continued shifts in the geopolitical landscape. While these changes could influence elements
of our supply chain or customer activity, we closely track developments and update our resilience plans. Our diverse
portfolio of operations and customers provides a natural buffer, reinforced by our strategic plans and contingencies.
Risk appetite
We are willing to tolerate a moderate level of exposure to geopolitical instability, provided it does not significantly
disrupt our core business or long-term objectives. We will remain flexible in adapting to changes in the geopolitical
landscape, taking proactive measures to mitigate any risks that could undermine our growth or operational efficiency.
Example management actions
• Regular reviews of global markets, including social and political risks, with contingency and market-exit plans
developed and implemented when required.
• We monitor a key risk indicator tracking the proportion of revenue from high-risk markets and report it to the Board.
• The breadth of our operations and customer base reduces the impact that any single market can have on overall
Group performance.
• Cash limits for overseas businesses are set to manage exposure to individual markets in line with our risk appetite.
Economic and market conditions
Trend key: Increasing Unchanged Decreasing
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Principal risks and uncertainties continued
Environmental, social and governance
3. Health and safety
Risk owner: Operations Excellence Director
Link to viability Trend
2. One-off costs and no revenue growth
Description
The nature of our operations and the global environments in which we work mean that our employees and other
stakeholders may face health and safety risks. Maintaining robust safety standards and a consistent safety culture
remains essential to protecting our people and supporting the long-term resilience of the business.
Update
This risk remains consistent with the prior year as we have continued to work towards our vision of creating a
resilient and high-performing health and safety culture. The health, safety and wellbeing of our employees and
customers remain of paramount importance.
Risk appetite
We are fully committed to preventing any incidents that could harm the wellbeing of our employees, contractors,
customers or other stakeholders. Any situation that poses a significant threat to health and safety is unacceptable,
and we will take immediate corrective actions to eliminate or mitigate such risks. We prioritise maintaining a safe
and compliant environment in all aspects of our operations.
Example management actions
• Compliance with relevant legislation and codes of best practice.
• A robust Health and Safety Policy and training included in all employee inductions, alongside regular
refreshertraining.
• Human and organisational performance training to embed a learning-led culture.
• Expansion of our Global HSE Standards to ensure a consistent approach across the Group.
• Regular health and safety audits, site checks and reporting.
• Appropriate training is provided to address known safety risks.
• Health and safety performance monitoring through industry-standard leading and lagging indicators.
• Risk-based continuous improvement plans in place across the Group.
• Engagement of a third party to provide international support and travel advice in all markets and geographies.
• Proactive culture of ‘safety spots’ to help reduce safety issues.
4. Compliance with laws and regulations
Risk owner: Group General Counsel & Company Secretary
Link to viability Trend
2. One-off costs and no revenue growth
Description
Failure of our people or third parties who we do business with to comply with laws or regulations or to uphold
ourhigh ethical standards and values.
Update
This risk remains consistent with the prior year. The Legal and Ethical Compliance team implemented a range of risk
mitigations and training that reduce the likelihood of the risk across the Group as well as maintaining the range of
compliance activities that protect the business.
Risk appetite
We do not tolerate non-compliance with laws and regulations. We are committed to adhering to all
legalrequirements in every jurisdiction in which we operate. Any breach of legal or regulatory obligations is deemed
unacceptable, and we will take immediate corrective actions to prevent or rectify non-compliance to protect
ourreputation, integrity and legal standing.
Example management actions
• We are committed to reducing our environmental impact and to complying with all legal and regulatory requirements.
• A ‘no tolerance’ culture, supported by a tone from the top, reinforcing our high ethical standards and values.
• A training programme providing appropriate learning and awareness on a range of compliance topics to
relevantemployees.
• Due diligence procedures in place for channel partners, acquisition targets and suppliers before engaging in
businessrelationships. Our Channel Partner Code of Conduct and our Supplier Code of Conduct were updated
in2025.
• Availability and promotion of the Speak Up Policy and hotline; no retaliation policy and all concerns
raisedinvestigated.
• Monitoring of changes in legislation, including sanctions, with appropriate safeguards put in place.
• Mandatory annual confirmation statement confirming employees’ compliance with the Code of Conduct,
associatedpolicies,training and Conflicts of Interest Policy.
• Ongoing assessment of the modern slavery risks arising in our business against specific KPIs.
• Template contract terms include requirements on third parties to comply with applicable laws.
Trend key: Increasing Unchanged Decreasing
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Principal risks and uncertainties continued
Environmental, social and governance continued
5. Climate commitments
Risk owner: Group Chief Human Resources & Sustainability Officer
Link to viability Trend
1. Revenue decline
2. One-off costs and no revenue growth
3. One-off costs and revenue decline
Description
We do not deliver against our commitment to enable a sustainable future, and we are not recognised
byourstakeholders as being part of the solution, leading to reputational damage.
Update
This risk remains consistent with the prior year. During 2025, we increased the use of renewable energy across our
global operations and evolved the design of existing products to reduce emissions and running costs. Theregulatory
landscape has continued to develop throughout the countries in which we operate. Balancing our investment across
initiatives that create value for our customers, employees, suppliers and communities will be critical to achieving our
sustainability goals and commitments.
Risk appetite
We are committed to meeting our climate objectives and reducing our environmental impact in line with our
sustainability goals. We actively monitor and adjust our strategies to ensure alignment with our climate
commitments while maintaining the resilience of our business operations.
Example management actions
• The Safety and Sustainability Committee sets our sustainability strategy and provides oversight.
• Our Annual Report outlines and updates stakeholders on progress against delivering against stated targets.
• Net-zero commitment published.
• Compliance with TCFD guidelines and requirements.
• Science-based targets defined and monitored.
• Environmental lifecycle assessments of products.
• Engagement with suppliers on emissions measurement.
6. People
Risk owner: Group Chief Human Resources & Sustainability Officer
Link to viability Trend
2. One-off costs and no revenue growth
Description
Our people are critical to delivering success and growth. An inability to attract, retain and develop key and diverse
talent could mean we fail to successfully deliver our strategic goals.
Update
We continue to see meaningful progress across our learning and training, talent management and culture
workstream. As a result, our people risk remains consistent with the last year.
Risk appetite
We are prepared to accept a moderate level of risk in managing people-related challenges, understanding that some
turnover, skill gaps, and organisational changes are inevitable. We proactively invest in training, development and
employee wellbeing to create a resilient and high-performing workforce, while maintaining a flexible approach to
adapt to evolving business needs.
Example management actions
• Introduction of our new performance management system to support our people managers and employees
through the annual performance cycle.
• Our people manager development programmes support our culture, DNA, and underpin key behaviours.
• A continued focus on building early careers talent pools through graduate, intern and apprenticeship
programmes to support our future pipeline.
• A global network of Mental Health First Aiders, and a global wellbeing and employee assistance programme
isoffered 24/7 in all local languages.
• Ongoing development programmes to build our leadership capabilities.
• Continual development of our culture and employee value proposition.
• We publish our ethnicity pay as well as our Gender Pay Report. We have a Fair Pay Framework covering all
employees globally and have been a real living wage employer since 2020.
• An annual employee engagement survey, supported by external benchmarking, that listens to our employees
andidentifies where we can make improvements and develop local action plans.
• A talent review process including succession planning to identify talent around the business with oversight
fromthe Board.
• The Rotork Benevolent Support offers help to employees, ex-employees and their families facinghardship.
Trend key: Increasing Unchanged Decreasing
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Principal risks and uncertainties continued
Product quality and reliability Resilience
7. Major in-field product failure
Risk owner: Operations Excellence Director and Chief Technology Officer
Link to viability Trend
3. One-off costs and revenue decline
Description
Major in-field failure of a new or existing product potentially leading to a product recall, major on-site warranty
programme or the loss of existing or potential customers.
Update
This risk remains consistent with the prior year. We continue to work with suppliers to drive quality and continually
improveour design, manufacturing and assembly processes to minimise the risk of in-field product failures.
Risk appetite
We are committed to delivering high-quality products that meet or exceed customer expectations and regulatory
standards. Any risk of product failure that could harm customer safety, damage our reputation or result in significant
financial losses is unacceptable. We will take immediate action to prevent such failures, including rigoroustesting,
quality assurance processes and continuous monitoring to ensure product reliability.
Example management actions
• An established product design review process pre-launch, using our extensive product launch experience.
• Fitting and commissioning products, wherever possible, by our engineers to ensure correct operation when
firstused.
• Comprehensive set of quality control procedures over suppliers. These include supplier visits, audits
andascorecard system to measure their performance.
• Global service coverage ensures that any product failure issues will be dealt with quickly and efficiently
tominimise any reputational impact.
• Intelligent Asset Management (iAM) analytics provide actionable insight into valve conditions and help select
appropriate maintenance strategies.
• Continuous improvement of quality procedures throughout the product lifecycle.
8. Supply chain disruption
Risk owner: Operations Excellence Director
Link to viability Trend
1. Revenue decline
2. One-off costs and no revenue growth
Description
Supply chain disruption such as a tooling failure at a key supplier, logistics issue or severe weather events impacting
key suppliers, which could cause disruption to manufacturing at one of our sites.
Update
We continued to see improvements in the availability of key components and less uncertainty within our supply
chains. We continue to forecast our component requirements and proactively work with our supply chain partners.
As a result, this risk remains consistent with last year.
Risk appetite
We are prepared to accept a moderate level of risk associated with potential disruptions, such as delays or supply
shortages. We aim to minimise the impact of supply chain disruptions on our operations and we maintain a flexible
approach to managing these risks by diversifying suppliers, building contingency plans and maintaining open
communication with our key partners. We strive to ensure continuity of supply without being overexposed
tounnecessary risk. We recognise that supplier disruptions are an inherent part of global supply chains.
Example management actions
• Dual sourcing for key components wherever possible provides mitigation for key suppliers or a tooling failure.
• A key risk indicator measures single sourced critical components and is reported to the Board.
• Maintaining safety stock levels sufficient to protect against short-term disruption.
• Regular monitoring and replacement of our tooling at all suppliers reduces the risk of a tooling failure.
• Identification of our critical suppliers and components, and improvements in supply.
• Supply chain due diligence and monitoring of supplier quality.
• Strengthening of our risk monitoring processes, including the ways we identify and respond to early warning
signs of potential supplier failure.
• Building tactical inventories and increasing direct purchasing of key components.
• Ongoing review of our geographical supply chain risk and supplier base.
Trend key: Increasing Unchanged Decreasing
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Principal risks and uncertainties continued
Resilience continued Change management
9. Cybersecurity and IT interruption
Risk owner: Chief Financial Officer
Link to viability Trend
1. Revenue decline
2. One-off costs and no revenue growth
Description
Cyber breaches or critical IT system outages could disrupt operations or compromise sensitive data, technical information
or financial records, leading to operational, financial or reputational impact.
Update
Cyber risks continue to evolve, including new risks linked to the growing use of artificial intelligence. We closely
monitor threat intelligence and maintain strong patching routines, which remain central to our mitigation approach.
We have continued to invest in preventative controls and broader risk-reduction measures. As a result of these
actions, the overall risk level remains consistent with last year.
Risk appetite
We aim to minimise the potential impact of cyber incidents and IT failures, and we maintain a balanced approach
byinvesting in proactive security measures, regular system upgrades and contingency planning. We focus on
continuous improvement and recovery capabilities to ensure operational continuity while managing associated
risksappropriately. We recognise the evolving nature of cyber threats and the critical importance of IT resilience
toour operations.
Example management actions
• Established security controls, policies and procedures.
• Dedicated security team using monitoring and defence tools.
• Third-party cyber maturity assessments performed regularly.
• Continuously promoting cybersecurity awareness with our employees through regular training and simulated
phishing attacks.
• All new IT services are designed with a ‘cloud first’ approach to improve security, resilience and availability.
• All IT services are patched in accordance with vendor support contracts and external advice.
• A disaster recovery solution (supported by third-party service level agreements) is in place for all critical systems.
• Increased security and authentication controls implemented for all IT users.
• Key risk indicators and cybersecurity updates are reported to the Board.
• Obsolescence management to maintain confidentiality, integrity and availability of our data and services.
10. Business change management
Risk owner: Chief Financial Officer
Link to viability Trend
1. Revenue decline
2. One-off costs and no revenue growth
3. One-off costs and revenue decline
Description
The delivery of our strategic initiatives relies on our ability to deliver a series of key change programmes without
causing business disruption or having a negative impact on our day-to-day operations.
Update
This risk remains consistent with last year. Our various change activities continue to deliver across Growth+
programmes. This risk tracks the key change programmes underway, such as Customer Value initiatives and the
global rollout of our ERP system. Our management team is focused on delivering the key aspects of our Growth+
strategy and avoiding negative impacts on day-to-day operations.
Risk appetite
We are prepared to accept a moderate level of risk in pursuing business changes, understanding that change can
bring both opportunities and challenges. While we seek to manage the impact of change through careful planning,
stakeholder engagement and effective execution, we remain flexible and adaptable, minimising disruptions and
aligning changes with our long-term strategic objectives.
Example management actions
• We established a dedicated function to focus on delivery of our key change programmes spanning the finance,
ITand commercial functions.
• A dedicated project management office is in place to manage key deliverables, with a mix of both operational
andspecific project management experience.
• We monitor and track outcomes against the initial objectives of each initiative.
• Metrics are in place to highlight any impact on day-to-day operations so that appropriate mitigations
canbeputin place.
• Our regular governance forums report on risks and deal with issues in a timely manner.
• A resource model is in place to deliver our Growth+ strategy.
Trend key: Increasing Unchanged Decreasing
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Principal risks and uncertainties continued
Assessment of prospects
In accordance with the 2024 UK Corporate
Governance Code, the Board has assessed the
viability of the Group. Our Growth+ strategy
and principal risks are set out on pages 12–15
and60–66 respectively. While the Board has
noreason to believe the Group will not be
viable over a longer period, the directors have
assessed viability of the Group over three years
to 31 December 2028, taking account of our
current position and the potential impact of
theprincipal risks.
Three years is considered an appropriate period
over which a reasonable expectation of the
longer-term viability can be evaluated and
isaligned with our planning horizon at both
Group and divisional level.
Assessment of viability
The Board conducted a robust assessment of
the principal risks facing the business throughout
the year. The review of the risk appetite framework
and risk dashboards contributed to a fuller
consideration of those risks which might impact
the business model or future performance. The
directors have considered each of the remaining
principal risks, individually and some in combination,
and the potential impact that they could have
insevere but plausible scenarios. The scenarios
contained significant one-off financial shocks
and significant profit erosion impacting the
Group’s revenue. In particular, the scenarios
cover different potential impacts associated
with geopolitical instability, and disruption to
supply chain or to logistics, whatever the source
of that disruption. They also cover increasing
political protectionism in respect of trade tariffs
and lower investment in the oil and gas markets.
These events occurring individually orat once
have been considered in the modelling of the
different scenarios.
Financial scenario modelling was carried out to
assess the impact of these risks on the Group’s
three-year plan, including a reverse stress test.
Assumptions were made concerning market
activity levels, the impact of the scenarios on
working capital cycles and the mitigating actions
that could be taken to reduce the cash and
financial impact of the stress-test scenarios.
Further mitigating actions not modelled that
could be taken if needed include curtailment
ofdividends or capital asset investment.
The Group has access to a Revolving Credit
Facility (RCF) which has been factored into the
scenarios above. At year end the RCF was due
to expire at the end of 2027 and contains a ratio
of 3.5:1 consolidated net debt to consolidated
EBITDA covenant. The Group regularly monitors
its financial position to ensure that it remains
within the terms of these covenants. In March
2026, the RCF has been extended fora further
two years and will expire in 2029.
In coming to this view, the Board has considered
the current level of geopolitical instability, the
inherent volatility in exchange rates and oil and
other commodity prices, the current inflationary
environment, and the nature of the industry
and the business cycles involved.
Given the current position of the Group
andthelikely effectiveness of any mitigating
actions, the Board has assessed the impact
these would have on the business model,
futureperformance, solvency and liquidity
overthe period. The Board has a reasonable
expectation that the Group will be able to
continue in operation and meet its liabilities
asthey fall due over a three-year period.
Scenario modelled Link to principal risks
Scenario 1: revenue decline
• 6% decline in revenue by year three.
• The Board considered events that would
result in a gradual erosion of revenue and
gross margin which would ultimately reduce
operating cash generation.
• Increased competition
• Geopolitical instability
• Climate commitments
• Major in-field product failure
• Supply chain disruption
• Cybersecurity and IT interruption
• Business change management
Scenario 2: one-off costs
andnorevenuegrowth
• £50m one-off costs in year one and no
growth in revenue from current levels.
• Impact of a one-off cost due to a specific
issue, accompanied by a reduction or
downturn in forecast revenue due to an
interruption to production, supply chain
disruption or disruption to a specific
endmarket.
• Increased competition
• Geopolitical instability
• Health and safety
• Compliance with laws and regulations
• Climate commitments
• People
• Major in-field product failure
• Supply chain disruption
• Cybersecurity and IT interruption
• Business change management
Scenario 3: one-off costs and revenue decline
• £50m one-off costs in year one and a 12%
decline in revenue by year three.
• One-off cash costs as a result of a specific
issue and a permanent loss of subsequent
profitability which affects operating
cashgeneration.
• Geopolitical instability
• Climate commitments
• Major in-field product failure
• Business change management
Scenario 4: reverse stress test
• £100m one-off costs in year one and a 47%
decline in revenue from 2025 by year three.
• There is no reasonably possible scenario that
would lead to the conditions modelled in the
reverse stress test.
• Multiple concurrent principal risks
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rotork.com Rotork Annual Report 202567
Viability statement
2025 TCFD Report
Governance
Introduction
The following sections report on our implementation of the recommendations of the Task
ForceonClimate-related Financial Disclosures. We support the purpose of TCFD, to standardise
climate-related disclosures that will enable financial and other partners to gain a clear view of
which companies will endure or even flourish as the environment changes, regulations evolve,
newtechnologies emerge and customer behaviour shifts.
TCFD and CFD Statement of Compliance
Rotork is disclosing in accordance with the Financial Conduct Authority’s (FCA) UK Listing
Rule6.6.6R(8) and the Companies (Strategic Report) (Climate-related Financial Disclosure)
Regulations 2022. The main disclosures are set out here, within the TCFD Report, on pages
68to75. There areadditional disclosures on pages 35 to 41 and 45 to 48. Of the TCFD’s
11disclosure recommendations, we are compliant with 10, and we explain the status of the
remaining recommendation below.
TCFD recommendation Status
Strategy
(b) Describe the impact of climate-related
risks and opportunities on the
organisation’s businesses, strategy and
financial planning
To fully align with this recommendation, the reporting
company must publish a transition plan. As transition
plans are also an anticipated requirement of forthcoming
reporting regulations, Rotork has decided to delay the
drafting of the formal document until the respective
requirements for these schemes have been published.
Rotork anticipates disclosing in line with the first reporting
year of the UK Sustainability Reporting Standards.
However, Rotork already discloses many of the likely
requirements including its greenhouse gas emissions,
progress against science-based targets, TCFD scenario
analysis results, and climate-related remuneration target.
Recommendation (a): the Board’s
oversight of climate-related risk
andopportunities
Strategy
The Board supports the ongoing development
ofRotork’s business strategy.
Performance
The Board monitors the Group’s performance
against five key financial and two non-financial
performance indicators, including the reduction
of Scope 1 and 2 (market-based) emissions.
Performance against these measures is evaluated
by the Board, the Safety and Sustainability (S&S)
Committee and Remuneration Committee. The
Audit Committee retains oversight of the assurance
of the reporting and disclosures of relevant
sustainability data.
Updates: the Board met regularly during the year
and received updates from the S&S Committee
Chair following each S&S Committee meeting.
Each update included coverage of climate-related
matters. The S&S Committee met three times
during the year and received regular reports
from our CEO and wider senior management
on the Group’s progress towards science-based
emissions reduction targets and the related
long-term incentive targets, which underpin our
ultimate net-zero commitment. In 2025, each
S&S Committee meeting included climate-related
matters (see the S&S Committee Report on
page 106 for further details); these updates are
prepared by the ESG, HSE, Engineering and
Group Supply Chain teams.
Climate risk assessment: the Board reviews
andassesses current and emerging climate and
environment-related risks as part of the Group
Risk Review process undertaken twice a year.
The Board provides a top-down view of climate
risks and assesses how risks are being responded
to by management.
Recommendation (b): management
team’s role in assessing and managing
climate-related risks and opportunities
As part of the overall risk management process,
management reviews and assesses current and
emerging climate and environment-related risks
at the Group Risk Review meetings undertaken
twice a year. The outcomes of these assessments
are reported to the Board.
Targets: climate strategy and targets are
proposed by the Rotork Management Board,
with support from the sustainability team, and
are approved by the S&S Committee and the
Board. Our science-based greenhouse gas
(GHG) emissions reduction targets cover
Scopes1, 2 and 3.
Remuneration: in 2025, remuneration from ESG
performance metrics included a Scope 1 and 2
(market-based) emissions reduction measure in
the LTIP. The 2026 LTIP includes a further Scope
1 and 2 (market-based) reduction measure.
Individuals
• Chief Executive Officer: responsible
foroverseeing integration of climate
considerations within the corporate
strategyand M&A-related activity
andreports directly to the Board.
• Chief Financial Officer: responsible for
climate reporting and compliance with
disclosure requirements.
• Group Chief Human Resources &
Sustainability Officer: the executive
sponsorof Rotork’s sustainability
strategyand programme.
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Rotork Annual Report 2025 rotork.com68
Task Force on Climate-related Financial Disclosures
Governance continued Strategy
Recommendation (b): management
team’s role in assessing and managing
climate-related risks and opportunities
continued
Individuals continued
• Chief Technology Officer: responsible for
realising product efficiency opportunities
within new product development and
overseeing continuous improvement and
innovation in product design to manage
ourdemand on resources and limit
ourenvironmental impact.
• Operations Excellence Director: responsible
for the HSE and global supply chain teams,
which respectively (i) oversee the implementation
of environmental and energy efficiency projects
at our manufacturing sites to deliver energy,
waste and water reduction targets; and (ii)
oversee emissions reduction opportunities
inthe upstream value chain, including
engaging with suppliers to set their
ownscience-based targets.
• Other members of the management team:
responsible for supporting the individuals
above and meeting their own emissions
reduction mandates. The management
teamis led by our CEO.
Teams
• ESG team: responsible for developing the
ESG and climate strategy and delivering
related communications and reports.
Reporting to the Group Chief Human
Resources & Sustainability Officer, its
responsibilities also include (i) monitoring
and addressing stakeholder expectations
inrelation to climate issues; (ii) monitoring
broader ESG and climate-related policy
developments; and (iii) monitoring our
exposure to climate-related risks and
opportunities to ensure awareness of
themanagement team and to meet
disclosure requirements.
• Health, Safety and Environment (HSE) team:
responsible for setting and adhering to
environmental standards for our operations
and collating environmental performance
data. Reporting to the Operations Excellence
Director, the team is also responsible for
overseeing the implementation of the
operational aspects of the climate
strategyset by theBoard.
• Global Supply Chain team: responsible
forsupplier engagement on climate issues
and engaging suppliers to set their own
science-based targets. Reporting to the
Operations Excellence Director, the team
isadditionally responsible for assessing and
responding to ESG risks and opportunities in
our supply base, including climate-related risks.
Recommendation (a): climate-related
risks and opportunities over the short,
medium and long-term
Our approach to scenario analysis
Over the course of 2021–2023, Rotork undertook
an initial set of scenario analyses. The physical
risk assessment modelled risks to our four largest
assembly facilities using the IPCC Shared
Socioeconomic Pathways (SSP1-2.6, SSP2-4.5,
SSP5-8.5). The transition risk assessment modelled
IEA scenarios (Stated Policies, Announced Pledges,
Sustainability Development, Net-Zero Emissions).
In 2024, we engaged specialists from the Marsh
Climate and Sustainability team to refresh our
quantitative climate scenario analyses. Our latest
physical risk assessment includes all Rotork facilities
in an initial risk screening to identify facilities
with potential exposure to climatic hazards.
Allassembly facilities were included in the
subsequent scenario analysis risk modelling.
Our latest transition risk assessment uses two
Network for Greening the Financial System
(NGFS) transition scenarios, incorporating
findings from the previous analyses.
Quantification of financial impacts
The physical risk modelling quantified the
annual impact on net profit of future climate
scenarios against a 2020 baseline for property
damage (before any insurance coverage) and
productivity loss.
The transition risk modelling included quantification
of direct greenhouse gas (GHG) emissions costs
(annual impact on net profit). The transition
opportunity modelling quantified the incremental
revenue from new market opportunities
(netpresent value for the period 2024–2050).
Time horizons
Our scenario analyses assess physical climate
risks using modelled timeframes of 2020–2100
(by decade) and transition risks for 2025–2050
(at 2025, 2030 and 2050).
These analyses align with our enterprise risk
management timeframes.
• Short-term (0–5 years): the five-year
timeframe aligns with our five-year
strategyand related strategic planning.
• Medium-term (5–10 years): the 10-year
timeframe aligns with our approach to
innovation and service development.
• Long-term (10–25 years): the 25-year
timeframe aligns with (i) the timeframe
weapply in macro and megatrend risk
scenarios, see pages 4 and 67, and
(ii)ournet-zero target timeframes.
Determining climate-related materiality
A substantive financial or strategic impact on
our business is defined by our risk management
process as:
• Financial: effect on net profit of >£8m and
aprobability of occurrence above >25%.
• Strategic: an event in the future that may
limit our ability to deliver against our
strategic goals.
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rotork.com Rotork Annual Report 202569
Task Force on Climate-related Financial Disclosures continued
Recommendation (a): climate-related risks and opportunities over the short,
medium and long-term continued
Our approach to scenario analysis continued
The scenarios and their parameters
Physical risk scenarios IPCC RCP 2.6: a low-emissions scenario where global warming islikely
limited to below 2°C.
IPCC RCP 8.5: a high-emissions scenario where global warming may
exceed 4°C.
Risks assessed (i) Surface water flooding, (ii) Riverine flooding, (iii)Coastalinundation,
(iv)Soil movement, (v) Extreme wind, (vi) Forest fire, (vii) Freeze thaw,
and(viii)Extremeheat.
Notes Global average temperatures across these two scenarios are not expected
to diverge until c.2040. Climate risk was modelled using the XDI climate
model, which assesses the risk of physical damage and operational
disruption posed by natural hazards. The model does not incorporate
site-specific protections.
Transition risk
scenarios
NGFS Net Zero 2050: a high-ambition scenario which limits global
warming to 1.5°C, achieving net-zero by 2050 through significant,
coordinated global climate policies and cross-sectoral innovation.
NGFS Fragmented World: a scenario with delayed, unaligned climate
policies, resulting in 2.4°C of warming and significant exposure to both
physical and transition risks. Countries with net-zero targets achieve
80% of ambition and those without continue current policies. This
scenario was selected for comparison as it is more reflective of the
current policy environment.
Risks and
opportunities assessed
(i) Carbon pricing, (ii) Energy technology (transition-related costs), (iii)
Market shifts, (iv) Reputation, (v) Liability, and (vi)Investor sentiment.
Strategy continued
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70Rotork Annual Report 2025 rotork.com
Task Force on Climate-related Financial Disclosures continued
Strategy continued
Recommendation (a): climate-related risks and opportunities over the short, medium and long-term continued
Climate risks and opportunities
Physical risks
ID Impact Description Category Financial impact in 2050 Scope of assessment Risk management
R1 Increased risk of property
damage from climate-related
natural hazards at our
operational sites
Losses from physical damage to
Rotork sites. The modelled impact
ismodest. Site-specific protections
are not considered by the model.
Acute and chronic
RCP 2.6
(2°C warming)
RCP 8.5
(4°C warming)
100% of
globalsites
• Our assets are insured against natural hazards
and business interruption.
• Asset-specific business continuity plans are
inplace. Our largest operations are in the UK,
China, the USA and Italy.
R2 Increased risk of productivity
loss from climate-related
natural hazards at our
operational sites
Losses from downtime days at
Rotork sites. The modelled impact
ismodest. Site-specific protections
are not considered by the model.
Acute and chronic
RCP 2.6
(2°C warming)
RCP 8.5
(4°C warming)
100% of
globalsites
Transition risks
ID Impact Description Category Financial impact in 2050 Scope of assessment Risk management
R3 Direct GHG emissionscosts Additional costs from carbon taxes
and fees on Scope 1 and 2 emissions.
Policy andlegal
Net Zero 2050
Fragmented World
100% of
globalsites
• We are proactively reducing Scope 1 and 2
(market-based) emissions and achieved our
science-based reduction target in 2025.
R4 Reputation and
perceptionrisk
Effect of investors’ and customers’
perception of the sustainability of
Rotork’s business, operations
andproducts.
Reputation Qualitative analysis Group level
• Reputational risk is evaluated as part of the
Grouprisk management process.
• We regularly engage with our stakeholders.
Impact thresholds (key): Negative exposure: <£3m £3–5m £5–10m £10–20m >£20m
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rotork.com Rotork Annual Report 202571
Task Force on Climate-related Financial Disclosures continued
Strategy continued
Recommendation (a): climate-related risks and opportunities overtheshort, medium and long-term continued
Climate risks and opportunities continued
Practical limitations when quantifying future risks
Please note that these quantifications are forward-looking projections, which can only provide an indicative value at risk. Physical risk values are based on place-based assumptions concerning likelihood,
magnitude and asset vulnerability, which vary between future climate scenarios.
Transition opportunities
ID Impact Description Category Revenue impact (NPV) Scope of assessment Opportunity management
O1 Incremental revenue from
new market opportunities
Decarbonisation activities offer
increased demand for Rotork products
in key transitional sectorsincluding:
• CCUS;
• battery storage; and
• hydrogen.
Markets
Net Zero 2050
Fragmented World
Global • As part of our Growth+ strategy, we have
identified Target Segments where we see
significant profitable growth opportunity
(including decarbonisation and HVAC) and
have established business development teams
to secure these opportunities.
Impact thresholds (key): Positive exposure: <£3m >£20m
Recommendation (b): the impact of climate-related risks and opportunities on businesses, strategy, and financial planning
Integration into financial planning
The opportunities and risks (net of any insurance cover) of climate change are integrated into our financial planning, to the extent that the likelihood of occurrence is probable.
• The expected cost of taxes (including environmental taxes), energy and capital expenditure (including energy-saving and renewable energy projects) are incorporated into our budgeting processes.
• The revenue and anticipated revenue from our eco-transition portfolio factors into our financial forecasts, including climate-related opportunities like oil and gas customers purchasing electric
actuators as part of decarbonising upstream operations.
• As part of our budgeting processes, we incorporate the cost of performing risk assessments and undertake mitigations to reduce the impact of physical risks. We purchase insurance to further
mitigate the risk of property damage from extreme weather events.
• We manage reputational risk through our ‘Climate commitments’ principal risk (page 64), which is incorporated within our viability assessment.
The viability assessment (page 67) considers risks where the likelihood of risk occurrence is more remote. The likelihood of risks occurring is monitored through our Group risk management process.
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Rotork Annual Report 2025 rotork.com72
Task Force on Climate-related Financial Disclosures continued
Recommendation (b): the impact of
climate-related risks and opportunities
on businesses, strategy, and financial
planning continued
Incorporation into business strategy
Our ‘enabling a sustainable future’ initiative
underpins the Growth+ strategy. To monitor
transitional opportunities, we began reporting
on our eco-transition portfolio in 2021.
The role Rotork can play in a green economy
and a cleaner, more sustainable future featured
highly in our recent materiality assessments.
Our products can enable the transition to a
low-carbon world, with applications in
low-carbon fuels, hydrogen, carbon capture,
usage and storage, and battery materials.
In addition, there are considerable opportunities
to assist our oil and gas customers in delivering
against their net-zero commitments. These
include providing products and services that
deliver reliable, energy-efficient solutions that
minimise environmental impacts (for example,
through lower emissions, energy consumption
and water usage). Similar opportunities present
themselves in the water, power and industrial
markets. Our products have applications in the
rollout and modernisation of critical infrastructure.
Water scarcity is resulting in a greater need for
recycling and desalination, and rising sea levels
are necessitating flood defence investment.
Case studies illustrating the role we can play are
set out on pages 45 to 48
Risk managementStrategy continued
Recommendation (c): the climate
resilience of our strategy
The scenario analysis indicates that Rotork is
resilient to both the transition to a low-carbon
economy and to the more frequent severe
weather events that would accompany climate
scenarios with greater levels of warming. Our
continued progress against our science-based
Scope 1 and 2 target demonstrates our ability
to manage the risk of future carbon taxes. Likewise,
the risk of disruption from climate-related
natural hazards is assessed as ‘low’ with
management procedures in place.
Through our ability to supply technologies that
enable the transition – including hydrogen
production and electrification of oil and gas
operations – we are positioned to benefit from
the transition to a 2°C scenario. For further
examples of our products’ use in low-carbon
technologies, see pages 45 to 48.
Recommendation (a): identifying and
assessing climate-related risks
Risk management framework
We assess and manage climate-related risks and
opportunities using our established, overarching
risk management framework (see pages 58 to
59 for more information). This framework
incorporates both ‘bottom-up’ and ‘top-down’
risk identification and review processes. The
bottom-up process is carried out at functional,
divisional and regional levels and the top-down
process is performed at the management and
Board level.
Horizon risk methodology
For many climate-related risks, either the severity
of the impact or the likelihood may be uncertain,
and typically these risks may materialise over
longer-term time horizons than more traditional
business risks. To account for this, we use a
‘horizon risk methodology’ to assess those risks
that are more uncertain or intangible, such as
climate change. This uses a wider timeframe
than typically used, with short term as 0–10
years, medium term as 10–25 years and long
term as 25years and beyond.
Climate risk identification
We identify, monitor and manage climate-related
risks through risk workshops held with all key
functions at least twice a year. Since 2022, in
addition to the established risk management
process, additional cross-functional workshops
were convened to identify and contextualise
climate-related risks and opportunities that
affect different functions. The potential impacts
werediscussed and ranked based on perceived
business importance.
Climate risk assessment
In accordance with the TCFD recommendations,
our assessment primarily focused on understanding
the potential financial impact of these risks. To
achieve this, each transition and physical climate
risk or opportunity has been qualitatively assessed
and scored based on the potential financial impact.
The level of potential financial impact is a function
of three criteria including vulnerability (consisting
of level of exposure, sensitivity and adaptive
capacity), likelihood and magnitude. We also
assessed opportunities in terms of the size of
opportunity and ability to execute. The risk and
opportunity assessment results were used to inform
the next stage of the climate risk assessment –
the quantification of potential financial impact
for some of the most material risks.
We currently define financial materiality as
affecting net profit by over £8m and probability
greater than 25%. This will be used to inform
the continued development of risk management
responses for incorporation into our Climate
Transition Plan.
Recommendation (b): managing
climate-related risks
Risk control and management
When risks are identified, a risk owner is assigned
who is accountable for monitoring and managing
the risk. In some cases, climate-related risks
identified may already sit as risk drivers toan
existing risk.
Where a new response is required to manage
arisk, an action owner is assigned who is
accountable for the delivery of the action,
withsupport from the Risk and Compliance
team. Anappropriate action could be to
perform further analysis, to put in place
controls and mitigations, or to address the
riskby identifying other opportunities.
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Task Force on Climate-related Financial Disclosures continued
Recommendation (c): how identifying, assessing and managing climate-related risks
are integrated into enterprise risk management
The Board is responsible for determining the nature and extent of the risks it is willing to take in
achieving our strategic objectives. Our Group risk appetite statement sets the tone from the top
and supports decision making to mitigate, control or accept risks. Our purpose, ‘keeping the world
flowing for future generations’, is embedded in the way we assess risks.
The Board considers climate issues in strategic and financial planning throughout the year;
however, a formal review process is conducted twice yearly. The Board is assisted in the assessment
of climate-related matters by the Safety and Sustainability Committee, the Audit Committee and
the Rotork ManagementBoard.
Our Group risk management process reviews those risks that could have an immediate or
longer-term impact. One of our principal risks is ‘Climate commitments’. This risk is driven by the
Group’s commitment to enable a sustainable future, and our understanding of the challenges that
are posed in delivering our targets, both internally and externally, to align with climate science.
Sustainability is a key pillar of our strategy, and we are well positioned to support the transition to
a low-carbon economy and sustainable future. This is further outlined in our Growth+ strategy on
page 12. We recognise that as a company we must live up to our promises and deliver on the
targets we have set. This risk demonstrates that we understand that operating responsibly is
important for Rotork and its stakeholders. For more information see page 64.
We manage climate-related risks and response options using the Group’s risk management
framework which incorporates both a bottom-up and top-down assessment. Climate change
isastanding agenda item at risk workshops undertaken at least twice a year. Given the unique
characteristics of climate-related risks, we use our horizon risk methodology to assess risks
againstlonger-term time horizons relevant to climate change. Risk owners are assigned to
themostmaterial risks and appropriate control measures are decided based on the perceived
materiality and the agreed riskappetite.
Risk management continued Metrics and targets
Recommendation (a): climate risk and opportunity metrics
For Rotork’s 2025 update on sustainability performance, please see the Sustainability Review
onpages 28 to 57
ID Risk Metric 2025 2024 2023
R1 Property damage Number of natural
catastrophe events
resulting in a
significant
financialimpact
— — —
R2 Operational disruption
R3 Direct GHG
emissionscosts
Scope 1 and 2
emissions
(metric tonnes,
market-based)
5,341 5,877 6,310
R4 Reputation and
perception risk
MSCI ESG rating
AAA AAA AAA
ID Opportunity Metric 2025 2024 2023
O1 Incremental revenue
from new market
opportunities
% revenue from
eco-transition
portfolio
1
31% 30% 30%
1 Our ‘eco-transition portfolio’ includes: ‘Water & wastewater’, ‘Methane emissions reduction’ and ‘New energies & technologies’.
These include products and services that: (i) reduce (if not eliminate) methane emissions through the electrification of the upstream
oil& gas sector; (ii) enable the energy transition through applications in LNG, carbon capture and storage, biofuels, hydrogen
andoffshore wind; and (iii) manage water and wastewater distribution and treatment.
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Rotork Annual Report 2025 rotork.com74
Task Force on Climate-related Financial Disclosures continued
Metrics and targets continued
Recommendation (c): climate-related targets
Our near-term emissions reduction targets for Scope 1, 2 and 3 have been validated by the SBTi.
The baseline year for all targets is 2020.
Our climate targets are discussed on page 35
We achieved our market-based target – to reduce Scope 1 and 2 emissions by 42% compared with
2020 – with a 43% reduction in 2025. This is an absolute reduction target, aligned to a 1.5ºC
pathway. Market-based emissions are reported on page 35. We achieved this target through renewable
energy procurement, on-site solar photovoltaic generation, energy efficiency projects across our
estate and initiatives to reduce vehicle fleet emissions. Motivated by our success, we are challenging
ourselves by setting the stretch target of a 60% reduction by 2030.
For Scope 3, we also set an absolute reduction target for emissions associated with the Use of sold
products. Our target is to reduce emissions by 25% by 2030, in line with a well-below 2ºC pathway.
We will achieve this target through incorporating energy performance improvements into the new
product development process and by assessing energy-saving opportunities of existing products.
We are on track with programme delivery, see further details on pages 32, 35 and 39
In addition, we have set a supplier engagement target for emissions associated with purchased
goods and services. We are engaging with suppliers representing 25% of supply chain emissions
toset their own science-based targets by 2027, see further details on page 41.
We remain committed to the ultimate goal of net-zero. During 2026, as part of reviewing our
overall sustainability strategy, we will review our net-zero roadmap and the timeline for this
ultimate goal.
From 2023 grant year onwards, the executive LTIP awards include a measure targeting reductions
in Scope 1 and2(market-based) emissions.
GHG emissions Metric tonnes CO
2
e (2025) Associated climate-related risks
Scope 1
Scope 2
(market-based)
3,701
1,640
(Limited assurance)
• Direct GHG emissions costs
Scope 3
73,270
Purchased goods andservices
458,977
Use of sold products
(Limitedassurance)
32,298
The remaining Scope 3 categories
Total GHG emissions
569,886
569,886
2025 GHGemissions
(tCO
2
e)
564,545
2025 Scope3
emissions (tCO
2
e)
Scope 1
Scope 2 (market-based)
Scope 3
Purchased goods and services
Use of sold products
The remaining Scope 3 categories
Recommendation (b): Scope 1, 2 and 3 greenhouse gas emissions and related risks
Our Streamlined Energy and Carbon Reporting (SECR) disclosures are available on pages 35 to37
Climate risks and opportunities continued
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rotork.com Rotork Annual Report 202575
Task Force on Climate-related Financial Disclosures continued
This statement refers to a range of policies that govern our approach to Environment, Social and Governance (ESG) topics, including due diligence and outcomes. Our ESG policies are primarily published
on our website at www.rotork.com/en/environmental-social-governance/esg-reports-and-policies. Starred policies (*) are available to employees on the Rotork intranet.
Policies
NFSIS
Requirement Description
For further
information, see
the following pages
Anti-Bribery and
CorruptionPolicy*
1
Provides guidance for employees on the prevention of bribery and corruption, and prohibits the giving or receiving of any bribes or kickbacks in any form,
whether by Rotork or any third party acting on its behalf.
43–44, 148
Board Diversity & InclusionPolicy
2
Sets out the Board’s approach to diversity and inclusion and provides the framework for the Board’s approach to diversity and inclusion in senior management roles. 52, 55, 116
Channel Partner Code ofConduct
1
Outlines expectations for channel partners to conduct business legally, ethically and sustainably in line with Rotork’s values. 44, 63
Code of Conduct
1
2
3
4
5
Sets out the ethical standards and behaviours required from our employees, temporary workers and contractors, covering a wide range of topics such as
Anti-Bribery and Corruption, Gifts and Hospitality, Conflicts of Interest, Fair Competition, Sanctions and Export Controls, Protecting Rotork’s Information and
Assets and Human Rights and Modern Slavery, as well as providing links to supporting policies that provide more information on each topic.
43–44, 93, 97,
148
Conflict Minerals Policy
4
Sets out the Company’s commitment to not using tantalum, tin, tungsten and gold that directly or indirectly finances or benefits armed groups in the
Democratic Republic of the Congo, adjoining countries, and other conflict-affected and high-risk areas (CAHRAs).
41–42
Environmental Policy
3
Sets out our commitment to protecting the environment, ecosystems and biodiversity; continually improving our environmental and energy performance; and
complying with all applicable environmental and energy regulations. It applies to the whole Group, including subsidiaries.
35–42, 106–109
Gifts and Hospitality Policy*
1
Provides guidance on the process for giving or receiving of gifts or business hospitality to customers and other third parties. 43–44, 148
Group Tax Strategy
5
Our overall tax strategy is for full disclosure and co-operation with all tax authorities. We consider reputational, financial and operational risks in our approach
to tax planning. We are committed to creating an open and transparent working relationship with tax authorities in the jurisdictions in which we operate, and
to abiding by all applicable laws.
88, 110
Health & Safety Policy
2
Sets out our commitment to the planning and management of health and safety for reducing accidents and cases of work-related ill-health. It applies
Group-wide, including to all our subsidiaries and persons working for or on behalf of the Company.
34, 106–109
Modern Slavery Policy*
4
Provides guidance for employees on how to prevent and detect modern slavery across Rotork’s business or its supply chain, and reflects Rotork’s commitment to
implementing and enforcing effective systems and controls to prevent Modern Slavery.
41–44, 63, 148
Modern Slavery Statement
4
Outlines Rotork’s commitment to preventing slavery and human trafficking in our operations and supply chains, detailing the steps taken to mitigate risks and
ensure compliance with the Modern Slavery Act.
41–44, 63, 148
Speak Up Policy
1
2
4
Provides employees and stakeholders with guidance about Rotork’s procedures for reporting and handling allegations of wrongdoing and breaches of the law
or our Code of Conduct.
43–44, 63, 92–93,
148
Supplier Code of Conduct
3
5
Sets out the core expectations regarding ethical values and behaviours that Rotork expects from all third parties providing goods or services to Rotork and their
own supply chains.
40–43, 63,
102–103, 109, 148
Worldwide Charity
SupportPolicy*
5
Sets out how we implement charitable giving, in line with our corporate responsibility aims. Every location has authority to spend 0.1% of its prior year’s profit
before tax on charitable or good cause activities chosen by the employees of that location.
54
The Non-Financial Reporting Requirements in Sections 414CA and 414CB of the Companies Act 2006 are addressed
in this statement using cross references to indicate pertinent sections within this report
Key
Anti-bribery and corruption
1
Employees
2
Environmental matters (including climate-related financial disclosures)
3
Human rights
4
Social matters
5
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com76
Non-financial and sustainability information statement
We also submit responses to the CDP Climate
and Water Security questionnaires annually. Our
sustainability reports and policies are published
at the following address: www.rotork.com/en/
investors/diversity-and-inclusion and www.
rotork.com/en/environmental-social-
governance/esg-reports-and-policies.
Information for funds applying
theSustainable Finance Disclosure
Regulation (SFDR)
Our end markets
In 2025, 45% of our sales were into Oil & Gas,
29% into Chemical, Process & Industrial and
26% into Water & Power. The most common
application of our products and services –
across all end markets – is the control and
management of water, including for water
recovery, recycling and treatment processes.
Rotork’s products are an essential component
in processes for new energies and technologies
that enable climate change mitigation and
adaptation. They also contribute positively to
the sustainable use of water resources, as well
as having applications in flood protection.
Our ‘eco-transition portfolio’ includes three
portfolios: ‘water & wastewater’, ‘methane
emissions reduction’ and ‘new energies and
technologies portfolio’ as well as other applications
such as process water management and gasification
.
We estimate that these three portfolios represented
around 31% of sales in 2025, with other applications
also material but difficult to estimate. Eco-transition
portfolio sales promote environmental or
sustainability characteristics, specifically methane
emissions elimination, water preservation, carbon
capture and new capacity renewable energy
generation. See pages 45 to 48 for case studies.
For the avoidance of doubt, Rotork does not
produce nuclear power, own fossil fuel reserves,
produce or sell tobacco or military or other
weapons or operate in the gambling sector.
Our business
• ESG ratings: we are highly ranked by ESG
ratings agencies, including MSCI, S&P Global
and CDP. See page 28 for details.
• Alignment to the 2015 Paris Agreement:
Wehave set science-based emissions reduction
targets across Scopes 1 and 2 and Scope 3.
We have also committed to target net-zero
by 2035 for Scopes 1 and 2 and by 2045 for
Scope 3. See pages 35 to 37 fordetails.
• UN 2030 Agenda for Sustainable Development:
As part of our sustainability framework,
launched in 2021, we are targeting progress
for UN SDGs 5, 6, 7, 8, 9, 12 and 13. We
were also an early signatory of the UN
Global Compact. See page 29 for details.
Further details of our ESG performance,
including topics such as safety, gender paygap,
human rights policy, anti-corruption practices
and whistleblowing are set out in the
Sustainability Review on pages 28 to 57.
Approval and signing of the Strategic Report
The Strategic Report was approved for issue
bythe Board on 9 March 2026 and signed
onits behalf by:
Kiet Huynh
Chief Executive Officer
9 March 2026
Further non-financial and sustainability information
Non-financial and sustainability information Section For further information, see the
following pages
Business model • Business model 18
Climate-related financial disclosures
• 2025 TCFD Report 68–75
Non-financial key performance indicators
• Key performance indicators
• Sustainability Review
19–20
28–57
Principal risks
• How we manage risk
• Principal risks and uncertainties
• Viability Statement
58–59
60–66
67
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202577
Non-financial and sustainability information statement continued
Corporate governance
During 2025, the Rotork Board maintained
its ongoing commitment to the highest
standards of governance and
stakeholderengagement.
In this section
79 Chair’s governance overview
82 Board of directors
84 Governance highlights
86 Corporate governance report, including our Section 172(1) statement
106 Safety and Sustainability Committee report
110 Audit Committee report
115 Nomination Committee report
119 Directors’ Remuneration report
147 Directors’ report
151 Statement of directors’ responsibilities
Rotork Annual Report 2025 rotork.com78
Strategic report Corporate governance Financial statements
Corporate governance
TheBoard and I have been particularly pleased
with the wide variety of activities to support the
evolution of Rotork’s cultural DNA during 2025.
More details about these activities are set out on
pages 16 and 17, and information about how
the
Board as a whole has closely monitored this
evolution is set out on pages 92 and 93. Rotork’s
designated Non-executive Director for Workforce
Engagement is Vanessa Simms. Vanessa’s leadership
of the Board’s workforce engagement ensured
that employees’ views were represented, and
their interests were considered, during our
Board-level strategic decision making during 2025.
Vanessa’s report starting on page 94 provides
further details on the whole Board’s involvement
in employee engagement activities during the
year. At all of our site visits during 2025, we
met with a wide range of employees and found
it highly
valuable to hear their views first hand.
Theopenness
and constructive nature of the
talks we all had on these visits reflects the
positive culture across the organisation.
Thedirectors and Iwould like tothank
everyone wemet for theirtime and insights.
Board activities in the year
A key focus for the Board in 2025 was to monitor
the ongoing delivery of the Growth+ strategy.
Weachieved this through regular reviews of
financial performance as well as other key
performance indicators, together with strategic
deep dives throughout the year into our Target
Segments, progress on our customer service
proposition and further technology developments
in products and services. The sessions provide
valuable detailed insight into the Company’s end
markets, functions and operations. Our deep dives
are supported by a comprehensive update from
the relevant Rotork Management Board member
atour Board meetings.
I am pleased to provide my third Corporate
Governance Report to you as Chair of the
Rotork Board. This report describes the key
activities undertaken by the Board during 2025,
within the context of Rotork’s governance
arrangements. My report and the reports
thatfollow from the Chairs of Rotork’s Board
Committees explain how the principles of
bestpractice corporate governance have been
applied within the business throughout the year.
2025 was another successful year for the
Company, as we continued to implement the
Growth+ strategy. Our core purpose, ‘keeping
the world flowing for future generations’,
continues to be a powerful motivator driving all
that we do, and it continues to underpin the
Growth+ strategy, including our sustainability
vision. Theinformation contained within the
Strategic Report on pages 1 to 77 illustrates
how the Growth+ strategy continues to drive
sustained growth, improved margins and
enhanced returns, with strong momentum
across all three of its strategic pillars: Target
Segments, Customer Value and Innovative
Products and Services. Each of these strategic
pillars is underpinned bya focus on enabling a
sustainable future.
Applying the principles
of the UK Corporate
Governance Code 2024
(the ‘2024 Code’)
“ Rotork’s governance
arrangements underpin the
successful management of the
Group and enable the Board to
focus on the key strategic issues.”
Dorothy Thompson, CBE
Chair
Dorothy Thompson, CBE
Chair
On behalf of the Board, I am
pleased to introduce Rotork’s
Corporate Governance Report
for2025.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202579
Chair’s governance overview
Board activities in the year continued
The Target Segments approach within the
Growth+ strategy has allowed us to leverage
beneficial macroeconomic trends such as
electrification and the growing focus on water
security. This enables the business to focus on
opportunities showing the highest potential
and those best positioned to deliver above-market
growth and attractive returns, and to identify
new market areas. The success of this approach
is evident in the Group’s 2025 OCC revenue
growth of 3.7%
and adjusted operating margin
of24.6%.
Safety continues to be a key priority for Rotork.
Weare committed to ensuring the wellbeing
andsafety of our employees and partners by
maintaining the highest standards. Rotork continues
to invest in robust systems, continuous training
and proactive risk management to work towards
our zero-harm objectives. Sustainability also
remains an ongoing priority for Rotork.
The Safety
and Sustainability Committee, chaired by Andrew
Heath, maintains detailed oversight of the
implementation of the Company’s safety and
sustainability strategies on behalf of the Board
and has kept the Board fully updated during the
year. The Board has continued to monitor the
progress being made on safety performance
and the reduction in the Group’s greenhouse
gas emissions in line with its net-zero goals.
Wehave also kept a keen interest in reviewing
the engagement being undertaken with our
customers and suppliers on their own sustainability
activities. Rotork continues to have an important
role to play in new technologies that will support
the transition to a low-carbon economy. In
recognition of this, the Board also took time to
review how we can continue to play our part
through investment in new product development
to help drive the transition to asustainable
future where resources are usedresponsibly.
The Board regularly reviews the Group’s capital
needs in line with our disciplined capital allocation
policy. Kiet Huynh covers the main components
of this in more detail in his CEO’s Statement on
page 9. The Board’s capital deployment priorities
remain that of organic investment in the business,
a progressive dividend policy, strategic acquisitions
and additional shareholder returns. Further to
the £50m share buyback programme undertaken
during 2024, another £50m share buyback
programme took place between April and
October 2025. An additional share buyback
programme, of up to £50m, was commenced
inNovember 2025. With our strong balance
sheet, healthy net cash position and continued
good cash generation, the Board is recommending
a final dividend for 2025 of 5.35p per ordinary
share, bringing the total dividend for 2025 to
8.30p per ordinary share. This is a 7.1% increase
on 2024. We remain active in assessing M&A
opportunities in line with our targeted M&A
strategy and the Board keeps this, the M&A
pipeline and potential opportunities under review
throughout the year. Accordingly, the Company
acquired Noah in March 2025, broadening
Rotork’s offering in electric actuator markets.
We have been pleased to see that Noah has
integrated well since joining the Rotork Group.
The Board also approved the disposal of two
non-core businesses, which completed on
4March 2026.
During 2025 the Board continued to focus
onoversight of Rotork’s multi-year Business
Transformation. This is being achieved through
the implementation and integration of common
systems and processes across the Group, supported
by a new cloud-based ERP system. This
transformation is designed to drive increased
efficiency of sales, inventory and operations
management as well as improved lead times
and an enhanced customer experience, both
ofwhich are important deliverables under the
Customer Value pillar ofthe Growth+ strategy.
The Board has been monitoring progress during
2025 and the planned deployments during
2026 and beyond.
The Board has closely monitored innovation at
Rotork as a component of the Innovative Products
and Services pillar of the Growth+ strategy.
The directors reviewed the RTP-4000 intelligent
valve positioner range and IQ3 Perform before
their launch to market, aswellas potential new
products in theresearch and development phase.
Recognising the importance of understanding
the Company’s risk profile and appetite, the
Board held a number of discussions during 2025
on risk and compliance matters, including
comprehensive enterprise risk reviews including
the Company’s principal and emerging risks,
and dedicated sessions focused on
cybersecurity and litigation.
The Board is always keen to understand and
respond to the views, concerns and challenges
of our people. We recognise the importance of
a strong and cohesive culture, which is properly
embedded within the organisation, to support
the delivery of the Growth+ strategy. The Board
and I have kept a close eye on the programme
to evolve the Company’s culture, and I attended
one of the employee engagement sessions to
hear employees’ views first hand. During 2025,
the Board and I have closely monitored the
variety of initiatives to evolve the cultural DNA.
More details about these initiatives are set out
on pages 16 and 17 and 92 and 93. As noted
above, all Board members were directly involved
in employee engagement activities in some way
during 2025. Towards the end of the year, we
reviewed the results of the latest employee
engagement survey undertaken in September
2025. We were pleased to see a notable increase
in the overall engagement score when compared
with 2024.
The Remuneration Committee, chaired
bySveinRichard Brandtzæg, reviewed the
appropriateness of Rotork’s current remuneration
policy during 2025 and its alignment with our
Growth+ strategy. As a result, certain refinements
to the remuneration Policy (the Policy) are being
proposed. The details and rationale for the
proposed changes are set out in Svein Richard’s
letter, which starts on page 119. Svein Richard
has kept the Board updated on the proposed
changes and feedback from investors as
partofthe consultation process we undertook
with them during the latter part of 2025.
A summary of the key Board activities during the
year can be found on page 84, and the timeline
on page 89
Board composition and internal
Boardperformance review
The Nomination Committee, which I chair,
keeps the balance of skills, knowledge,
experience and diversity on the Board under
regular review. It remains mindful of the best
practice requirements under the 2024 Code
and the requirements in UK Listing Rule
6.6.6R(9).
There were several changes to the Board in 2024,
which you can read about in further detail in
the 2024 Annual Report. Following these changes,
2025 represented a year of consistency for our
strong and cohesive Board. There were no
changes to our directors or to the composition
ofour Board Committees during the year. Karin
Meurk-Harvey, who has been a non-executive
director at Rotork since September 2021, will
step down from her role with effect from the
conclusion of our AGM on 1 May 2026. Karin
has been a valuable member of the Board and
leaves Rotork with our sincere thanks.
The 2024 Code requires us to undertake an
externally facilitated Board performance review
every three years. Our last external review was
undertaken in 2023, so during 2025 we conducted
another internal performance review of the
Board and its Committees. The results concluded
that our Board and Board Committees all
continue to operate effectively. The Board and
Itogether agree that we have an appropriate
balance of skills, experience, knowledge and
diversity on the Board and that we each have
sufficient time to commit to our roles.
More details about Board composition and the
performance review process are set out in my
Nomination Committee Report on page 115
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com80
Chair’s governance overview continued
Diversity, inclusion and equal opportunity
Diversity in the boardroom and throughout the
entire Group is taken seriously by the Board, as
part of our commitment to nurture an inclusive
and respectful culture. The Board is committed
to ensuring that its membership reflects diversity
in its broadest sense. We believe that a combination
of skills, experience, ethnicity, age, gender,
educational and professional background, thinking
and other personal attributes is required to
provide a range of perspectives, insights and
challenge to support good decision making and
to enable the achievement of strategic objectives.
The importance of this area forms the basis for
the Board’s succession planning. You can read
more about our overall approach to diversity
and inclusion across the Group on page 52.
Stakeholders
The Board takes account of the impact of its
decisions on all the Company’s stakeholders
–whether that be our investors, customers,
employees, suppliers or the communities in
which we operate – while taking steps to secure
the Group’s longer-term success. Working
collaboratively with all our stakeholders to
understand their different perspectives remains
a focus for the Board. We have maintained
regular two-way dialogue with our stakeholder
groups during 2025 and, on behalf of the
Board, I would like to thank them for their
ongoing partnership.
Details of how the Board considered the
impactof its strategic decision making on various
stakeholder groups during the year, andhow the
Board engaged with stakeholders to understand
their views, can be found on pages 100 to 105
Astatement on how the directors had regard
tothe matters set out in Section 172(1) of the
Companies Act 2006 canbe found on pages 98
and 99
Governance
Throughout the year, we have applied the
principles of the 2024 Code to our decision
making and have ensured that there is good
co-operation within the Group to enable us
todischarge our governance responsibilities
effectively. The application of the principles
ofthe 2024 Code is described throughout this
report, together with explanations and signposts
providing direction to the relevant page where
more detail can be found. Whilst Provision 29
of the 2024 Code did not formally apply to the
Company until our accounting year which
began on 1 January 2026, we have ensured
that preparations were undertaken in advance,
with oversight from the Audit Committee
(which provided updates to the Board). More
details in this regard are set out in Janice Stipp’s
Audit Committee Report on pages 110 to 114.
The Company’s 2024 Code Corporate Governance
Compliance Statement for 2025 isset out on
page84
On behalf of the Board, I would like to thank all
Rotork’s employees for their hard work during
2025. Rotork is a world-class business, which
remains well placed to build on its existing
strengths and continue to deliver sustainable
growth over the coming years.
Dorothy Thompson, CBE
Chair
9 March 2026
Focus for the Board during 2026
Continued implementation of the Growth+strategy
Continued Board oversight of the delivery ofmid to high single-digit revenue growth and mid-20s
adjusted operating margins over time in line with the Growth+ strategy.
People and culture initiatives
Continued strategic direction and support ofthe learning and development and leadership programmes
together with initiatives to continue to embed Rotork’s cultural DNA to support sustainable growthand
long-term success.
Externally facilitated Board performancereview
In compliance with the 2024 Code, we plan to conduct an externally facilitated performance review of the Board
and its Committees.
81
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rotork.com Rotork Annual Report 2025
Chair’s governance overview continued
N
Board of directors
A Board with experience
Oversight of strategy, promoting the
long-term sustainable success of the
Company and generating value for
stakeholders continue to be the
Board’sfocus.
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
S
Safety and Sustainability Committee
Denotes Committee Chair
Dorothy Thompson, CBE (65)
Chair
Appointed to the Board
December 2022
Skills, competencies and experience
Dorothy was previously Chief Executive
Officer of Drax Group plc, the UK
renewable power business, from
2005to 2017, and has built extensive
experience in a non-executive capacity
across public and private company
boards and the UK’s central bank.
Sheis currently a non-executive
director of Eaton Corporation plc,
aleading global power management
company listed on the New York Stock
Exchange, and of InstaVolt Ltd, a provider
of electric vehicle fast charging services.
She is also non-executive Chair of
Statera Energy Ltd, a UK energy company
which provides grid-balancing support.
Dorothy retired as Senior Independent
Director of the Bank of England in
July 2022, where she had been on
the Court since 2014. From 2018 to
2021 she served as the non-executive
Chair of Tullow Oil plc and was a
non-executive director of Johnson
Matthey plc from 2007 to 2016.
External appointments
Non-executive director
ofEatonCorporation plc
Kiet Huynh (47)
Chief Executive Officer
Appointed to the Board
January 2022
Skills, competencies and experience
Kiet was appointed as Rotork’s
CEOin January 2022 and has been
instrumental in curating, launching
and delivering the Company’s
Growth+ strategy. Kiet joined
Rotorkin 2018 as Managing Director
responsible for the Instruments division.
Following the Group’s divisional
realignment in 2019, he has led both
the Chemical, Process & Industrial
and the Water & Power divisions.
Kiethas nearly two decades’ worth
of experience working as a senior
executive for world-leading industrial
companies, beginning his career at
IMI plc before moving on to Trelleborg.
He has a Master’s Degree in
Mechanical Engineering from the
University ofBirmingham.
External appointments
None
Ben Peacock (51)
Chief Financial Officer
Appointed to the Board
March 2024
Skills, competencies and experience
Ben was appointed as CFO in March
2024, bringing with him extensive
experience in financial leadership,
strategic planning and corporate
governance. Prior to joining Rotork,
Ben played a key role at The Weir
Group PLC for 10 years, most recently
as Vice President, Finance & IT for the
Minerals Division. In this role, Ben
was instrumental in shaping financial
strategy, optimising operational
efficiency, and driving digital
transformation initiatives to enhance
business performance. Prior to his
tenure at Weir, Ben held finance
rolesat Vodafone Group plc and
IntelCorporation. Ben is CIMA
qualified and a Fellow of The
Association of Corporate Treasurers.
External appointments
None
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com82
S
R
N
R
A
S
R
S
A
S
N
A
Andrew Heath (62)
Senior Independent Director
Appointed to the Board
April 2024
Skills, competencies and experience
Andrew was appointed
SeniorIndependent Director from
1January2025 after originally joining
the Board in April 2024. Andrew brings
a wide range of experience in delivering
transformation and shareholder value
in technology-driven businesses.
Hewas the Chief Executive Officer
ofSpectris plc, prior to its delisting
inDecember 2025. From 2016 to
2018, he was CEO of Imagination
Technologies Group plc, having
previously served as a non-executive
director of that company from 2012.
From 2015, he was CEO of Alent plc.
Andrew began his career at Rolls-Royce
and has an engineering degree from
Imperial College and an MBA from
Loughborough University.
External appointments
Director of Project Aurora Topco Limited,
the principal decision-making board
for the Spectris Group
Svein Richard Brandtzæg (68)
Non-executive Director
Appointed to the Board
November 2024
Skills, competencies and experience
Svein Richard brings a strong commercial
and strategic background in the
industrial sector to Rotork having
been Chief Executive of Norsk Hydro
ASA, a Norwegian aluminium and
renewable energy company, from
2009 to 2019. Svein Richard is currently
Chair of dormakaba Holding AG and
a non-executive director of Mondi
plc. He is also Chair of the Council on
Ethics for Norwegian Bank Investment
Management. He has previously held
a number of non-executive positions,
including Chair of Veidekke ASA,
Vice Chair of Den Norske Bank ASA
and Vice Chair of Swiss Steel Holding
AG. Svein Richard holds a PhD in
Chemistry from the Norwegian
University of Science and Technology
and is a fellow of the Norwegian
Academy of Technological Sciences.
External appointments
Chair of dormakaba Holding AG
Non-executive director of Mondi plc
Chair of the Council on Ethics for
Norwegian Bank Investment Management
Karin Meurk-Harvey (60)
Non-executive Director
Appointed to the Board
September 2021
Skills, competencies and experience
Karin has an international background
in engineering, technology and telecoms
spanning over 30 years, adding
commercial expertise to Rotork’s
Board, particularly in high-growth
technology/digital markets. Most
recently, Karin was Chief Commercial
Officer of Smart DCC Ltd, a provider
of smart meter communication
network solutions. Karin joined
SmartDCC from Vodafone, where
she spent five years as Vodafone’s
Global Vice President for IoT, Cloud
and Security. Between 1996 and
2013, Karin held a number of senior
roles with Ericsson and has also
served as a non-executive director
ofKorala Associates Ltd, a privately
owned ATM software business.
External appointments
None
Vanessa Simms (50)
Non-executive Director for
Workforce Engagement
Appointed to the Board
June 2024
Skills, competencies and experience
Vanessa brings extensive financial
expertise to the Rotork Board,
together with experience across a
diverse range of industries, including
real estate, renewable power
generation, medical devices and
telecommunications. Vanessa is
currently Chief Financial Officer at
Land Securities Group plc and was
formerly Chief Financial Officer at
Grainger plc. Prior to this Vanessa
was Deputy Chief Financial Officer
atUnite Group plc and UK Finance
Director at SEGRO plc. Most recently,
Vanessa was an independent
non-executive director at Drax
Groupplc. Vanessa is a Chartered
Certified Accountant.
External appointments
Chief Financial Officer of
LandSecurities Group plc
Janice Stipp (66)
Non-executive Director
Appointed to the Board
December 2020
Skills, competencies and experience
Janice brings highly relevant sectoral
and financial expertise to the Rotork
Board, together with a global perspective,
particularly of the US and Asia. Janice
is currently non-executive director and
Audit Committee Chair of Diploma
PLC, a distribution group. She is also
non-executive director of ArcBest
Corporation. Janice was formerly
Senior Vice President and Chief Financial
Officer of Rogers Corporation, a
USspeciality engineered materials
technology and manufacturing
company. Prior to this, Janice held
senior financial positions in various
international manufacturing and
engineering companies. Janice is a
member of the American Institute
ofCertified Public Accountants.
External appointments
Non-executive director and Audit
Committee Chair of Diploma PLC
Non-executive director
ofArcBestCorporation
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rotork.com Rotork Annual Report 202583
Board of directors continued
Advancing
theGrowth+strategy
Deep dives into Target
Segments and key
businessfunctions
Oversight of Rotork’s
capital allocation policy
Monitoring Rotork’s
cultural DNA
Promoting diversity,
inclusion and equal
opportunity and ensuring
strong succession
Overseeing the
sustainability framework
Continued oversight
andmonitoring of the
implementation of Rotork’s
Growth+ strategy, which is
designed to drive growth
through a focus on Target
Segments, Customer Value
and Innovative Products
andServices.
In addition to the annual
strategy meeting, the Board
undertook focused strategic
deep dive reviews into each
of the Target Segments
(akey pillar of the Growth+
strategy) and the key business
functions that support
thedelivery of the
Growth+strategy.
Review of Rotork’s capital
allocation policy to ensure its
continued appropriateness.
Regular review of Rotork’s
capital requirements, in line
with our capital allocation
policy to ensure that the
priorities of organic investment
in the business, a progressive
dividend policy, acquisitions
and a return of cash to
shareholders remain
balanced and appropriate.
2025 represented an
important year in Rotork’s
cultural journey.
The Board reviewed how
Rotork’s cultural DNA and
underlying behaviour
framework were aligned
withits purpose, values and
Growth+ strategy. Following
the launch of the new cultural
DNA and behaviours, the
Board closely monitored how
these were being embedded
within the organisation.
The Board remains
committed to maintaining
aculture that promotes
diversity, inclusion and equal
opportunity. The Board
ensures orderly succession
plans are in place for both
the Board and the Rotork
Management Board, and
this is overseen by the
Nomination Committee.
Overseeing the
continuedimplementation
of Rotork’s sustainability
initiatives, including the
implementation of energy
efficiency projects,
investment in on-site
renewable energy and
progress towards Rotork’s
SBTi-aligned goals.
2025 Revenue growth:
3.7%
2025 Adjusted operating
margin:
24.6%
Deep dive sessions
atBoardmeetings:
11
Total dividend for 2025:
8.30p per
ordinary share
Whole Board, Chair or non-
executive director site visits:
8
Total invested in M&A,
dividends and share
buybacks in 2025:
£167m
Board female representation
asat 31December 2025:
50%
Board ethnicity as at
31December 2025:
25%
Average non-executive
director tenure:
2.8 years
Commitment to net-zero by:
2045
2030 target to reduce Scope
1 and 2 (market-based)
emissions by:
42%
1
Key Board activities during 2025
Task Force on Climate-related Financial
Disclosures – statement ofcompliance
Rotork’s statement of compliance in implementing the
recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD), required to be made under
UKListing Rule 6.6.6R(8), is set out on page 68.
UK Corporate Governance Code2024 – corporate governance compliance statement
It is the Board’s view that for the financial year ended
31December 2025, the Company complied with the principles
of the UK Corporate Governance Code 2024 (the 2024 Code).
The Company’s external auditor, KPMG LLP, is required to
review whether this statement reflects the Company’s
compliance with the provisions of the 2024 Code specified for
its review byUK Listing Rule 6.6.20R and to report if it does
not reflect suchcompliance. No such report has been made.
The Board notes that Provision 29 of the 2024 Code applies
tothe Company with effect from 1 January 2026.
The 2024 Code and Code Guidance are publicly available on
the Financial Reporting Council’s website at www.frc.org.uk.
1 A stretch target of a 60% reduction in Scope 1 and 2 (marked-based) emissions by
2030 against the 2020 base year was set in 2026.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com84
Governance highlights
Director changes
With effect from 1 January 2025, Andrew Heath was appointed as Senior Independent Director,
Svein Richard
Brandtzæg was appointed as the Chair of the Remuneration Committee and Vanessa Simms
was appointed as designated Non-executive Director for Workforce Engagement. There were no
further director or Board composition changes during 2025.
Karin Meurk-Harvey will step down from the Board at the conclusion of the Company’s AGM
on1May 2026.
Independence/skills and experience
Kiet
Huynh
Ben
Peacock
Dorothy
Thompson
1
Andrew
Heath
Svein Richard
Brandtzæg
Karin
Meurk-Harvey
Vanessa
Simms
Janice
Stipp
Independence
Listed CEO/CFO experience
Sector experience
2
Engineering and innovation
Operations
International
Health and safety
Finance and banking
Strategy and M&A
Sustainability
Digital, cyber and technology
1 Dorothy Thompson was considered independent upon appointment.
2 Sector experience means experience in the flow control sector together with the oil & gas, chemical, process & industrial, and water
& power sectors, being Rotork end markets.
Directors’ skills and experience matrix
The matrix below details the directors who were appointed as at 31 December 2025 including
whether they are considered independent. It also outlines the skills and experience that each
brought to the boardroom in driving Rotork’s long-term success and supporting its core purpose of
keeping the world flowing for future generations. Complementary to such skills is diversity in
approach and thinking styles, which results from the varied backgrounds and experiences of the
directors. This is covered more fully in the individual biographies on pages82and 83.
Name 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
Dorothy Thompson
Janice Stipp
Karin Meurk-Harvey
1
Andrew Heath
Vanessa Simms
Svein Richard Brandtzæg
1 Karin Meurk-Harvey will not stand for re-election at the 2026 AGM.
Chair and non-executive director Board tenure as at 31 December 2025
Board at a glance
Board gender identity or sex
as at 31December 2025
Board composition
Male – 50%
Female – 50%
Board ethnic background
as at 31 December 2025
White British orother
White (including
minority White groups)
– 75%
Asian/Asian British
–25%
Asian/Asian British representation continues to exceed the Parker
Review recommendation for FTSE 250 companies for at least one
ethnically diverse Board member by2024.
Female Board representation continues to exceed the target set
under the UK Listing Rules and DTRs of 40% female representation
on boards by 2024. We meet the UK Listing Rule requirement
that a senior position on the Board be held by a woman, as
Dorothy Thompson is Chair of the Board.
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rotork.com Rotork Annual Report 202585
Governance highlights continued
Board Committees
1
The Board is supported by its principal Board Committees. Each is responsible for overseeing and
making recommendations to the Board on their respective specialist areas, as set out below and within their respective Committee reports.
Our governance framework – the Board, Board Committees and Rotork Management Board
The Board
The Board is accountable to shareholders for the long-term sustainable success of the Group. This is achieved through setting Rotork’s strategy and priorities and overseeing their delivery in a way that
enables sustainable long-term growth. It does this while maintaining a balanced approach to risk within a framework of effective internal controls and taking into consideration the interests of our
diverse range of stakeholder groups. The Board also oversees alignment of Rotork’s purpose, vision, cultural DNA and risk with the Growth+ strategy.
Rotork Management Board
Led by Kiet Huynh, Chief Executive Officer, the Rotork Management Board is the executive committee of Rotork below Board level.
Audit Committee
Janice Stipp, Committee Chair
Assists the Board with the discharge of its
responsibilities in relation to financial and
narrative reporting. This includes reviewing the
Group’s annual and half-year financial and
non-financial statements and accounting
policies, internal and external audits and risk
management and internal controls.
Read more in the Audit Committee Report
onpage 110
Nomination Committee
Dorothy Thompson, Committee Chair
Keeps the composition, structure, size of, and
succession to the Board and its Committees
under review. Oversees succession planning for
the Board and the Rotork Management Board
and leads the process for all Board
appointments. Evaluates the balance of skills,
knowledge, experience and diversity on
theBoard.
Read more in the Nomination Committee Report
on page 115
Remuneration Committee
Svein Richard Brandtzæg, Committee Chair
Recommends the Group’s policy on executive
remuneration, determining the levels of
remuneration for executive directors, the Chair
and the Rotork Management Board. Oversees
remuneration and workforce policies and takes
these into account when setting the policy for
directors’ remuneration.
Read more in the Directors’ Remuneration
Report on page 119
Safety and Sustainability Committee
Andrew Heath, Committee Chair
Oversees the implementation of Rotork’s safety
and sustainability strategies in line with its
sustainability vision and purpose of keeping the
world flowing for future generations.
Read more in the Safety and Sustainability
Committee Report on page 106
Responsibilities
The Rotork Management Board is responsible for facilitating and ensuring the development, implementation and execution
of the Growth+ strategy (set by the Board) through the day-to-day operational and functional management of the business.
1 In addition, the Disclosure Committee of the Board oversees the disclosure of market sensitive information and other public announcements.
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Rotork Annual Report 2025 rotork.com86
Corporate governance report
The Board
The Board is comprised of the Chair, executive directors and independent non-executive directors, supported by the Group General Counsel & Company Secretary.
Rotork Management Board
Members of the Rotork Management Board attend Board meetings by invitation to provide updates on operational matters and liaise
with the Board outside of the formal meetings. The current members of the Rotork Management Board are listed below.
Kiet Huynh – Chief Executive Officer
Ben Peacock – Chief Financial Officer
Keith Barnard – Managing Director, Oil & Gas
Metin Gerceker – Managing Director, Water & Power
Chris Klasner – Operations Excellence Director
Xin Man – Managing Director, Chemical, Process & Industrial
Lyndsey Norris – Business Transformation Director
Beatriz Rodriguez Gomez – Group Chief Human Resources
&Sustainability Officer
Stuart Pain – Group General Counsel & Company Secretary
Ross Pascoe – Chief Technology Officer
Mike Pelezo – Director, Rotork Service
Our governance framework – roles of directors on the Board and the Rotork Management Board
Non-executive Chair
Dorothy Thompson
Leads the Board and sets its agenda; facilitates
constructive Board relations; promotes a
culture of openness and debate; sets high
standards of integrity and ensures effective
governance is maintained; supports and guides
the CEO; oversees Group performance;
represents the Company; and leads relations
with shareholders to understand
theirperspectives.
Senior Independent Director
Andrew Heath
Provides a sounding board for the Chair and
acts as an intermediary for other directors and
shareholders; leads the annual performance
review of the Chair; and ensures the orderly
succession of the Chair’s role.
Chief Executive Officer
Kiet Huynh
Overall management of the Group
andleadership of the Rotork Management
Board; delivers the Group strategy; leads
operational management, business
development and growth opportunities;
influences and develops succession plans;
andmanages investor relations.
Chief Financial Officer
Ben Peacock
Reports to the Board on the Group financial
performance; supports the CEO in delivering
the Company strategy and in managing
investor relations; implements Board decisions;
oversees the application of the capital
allocation policy; and is responsible for
compliance with financial policy and controls.
Non-executive directors
Svein Richard Brandtzæg
Andrew Heath
Karin Meurk-Harvey
Vanessa Simms
Janice Stipp
Provide independent oversight, judgement and challenge to the executive directors on delivery
of the Company’s strategy within the agreed control framework and governance structure;
andensure balance in the Board’s decision-making process.
Designated Non-executive Director for
Workforce Engagement
Vanessa Simms
Provides an effective engagement mechanism
for the Board to understand the views of the
workforce; brings the views and experiences
of the workforce into the boardroom; and
ensures that the views of the workforce are
considered in the Board’s decision making.
Group General Counsel
&CompanySecretary
Stuart Pain
Advises the Board on legal and corporate
governance matters and supports the Board in
applying the 2024 Code, complying with UK listing
obligations and other statutory and regulatory
requirements; and ensures Board members have
access to the information they need.
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rotork.com Rotork Annual Report 202587
Corporate governance report continued
Strategy and sustainability Financial Operational People and
organisational
Risk, governance, legal, compliance
and investor relations
Key Board
activity
• Regular deep dives into Growth+
strategic initiatives with focus on
target markets
• M&A strategy
• Acquisition pipeline and proposals
• Opportunities to accelerate growth
• Off-site strategy meeting
• Progression of sustainability
strategy in line with Rotork’s
threestrategic pillars
• Regular financial performance
updates
• Full year, half year and trading
updates
• 2026 budget
• Cash flow, liquidity, going
concern and long-term viability
• Capital allocation, including share
buyback programme considerations
• Health and safety
• Divisional and functional reviews
• Supply chain and geopolitical
riskassessment
• ERP platform rollout update
• Capital expenditure and
investment
• New product development
• Tour of the Bath Factory
• People and culture updates
• Employee engagement survey
• Succession planning
• Board Diversity and
InclusionPolicy
• 2026 remuneration Policy
• Gender pay gap
• Employee voice in the boardroom
• Full and half year risk reviews, including principal
and emerging risks
• AGM matters, including share allotment authority
resolutions and director election and re-elections
• Speak Up reports
• Litigation review
• Modern Slavery Statement
• Internal Board performance review
• Annual review of Committees’ terms of reference
and matters reserved for the Board
• Preparedness for Provision 29 of the 2024 Code
and regulatory updates
Outcomes
• Effective monitoring and oversight
of the implementation of the
Growth+ strategy and awareness
of end market development
• Investment in growth initiatives
• Continued monitoring of
science-based emissions reduction
targets according to current
agreed methodology
• Acquired Noah Actuation,
whichcompleted 12 March 2025
• Disposal of two non-core
businesses in March 2026
• Continued active dialogue and
relationship building with investors
and investment community
• Publication of Annual Report
andAccounts
• Progressive final and
interimdividends
• A £50m share buyback programme
completed in 2025, with a second
share buyback programme of up
to £50m commenced
• Reaffirmation of capital allocation
policy and funding position
• Publication of tax strategy
• Effective Board oversight
ofoperations and execution
ofGrowth+ strategy with
feedback to management
• Continued progress of ERP
implementation across the Group
• Greater understanding of new
product development process
andpipeline
• Launch of RTP-4000 intelligent
valve positioner range and
IQ3Perform
• Strategic direction on
cultureinitiatives
• Board endorsement of people
strategy with continued
investment in learning, career
and leadership development
• Rollout of leadership
development programme
andmanager development
programmes
• Gender and ethnicity pay review
• Continued support for
employee share ownership
• Oversight of risk appetite for all risks and approval
of the principal and emerging risks and risk
appetite for inclusion in the 2025 Annual Report
• Continued active dialogue with shareholders
andinvestment community
• All 2025 AGM resolutions approved in the range
of88.95% to 99.99%
• Board oversight of functional support to
businessoperations
• Publication of annual Modern Slavery Statement
• Focus areas from 2025 internal Board
performance review identified
• Updated Committee terms of reference published
on corporate website
• Oversight of the Audit Committee’s preparation
for Provision 29
Key
stakeholder
groups
considered
CU
I
E
S
CO CU
I
E
S
CU
I
E
S
I
E
CU
I
E
S
CO
Links to
strategy
Insight into the boardroom
Key stakeholder groups
CU
Customers
I
Investors
E
Employees
S
Suppliers
CO
Communities
An insight into the breadth of matters discussed by the Board during the year is set out below:
Links to strategy
Target Segments Customer Value Innovative Products and Services
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com88
Corporate governance report continued
Board leadership
The Board is responsible for determining the
Company’s strategy, purpose, vision and cultural
DNA, reflecting in particular the generation of
long-term value for shareholders and Rotork’s
role in ensuring a sustainable future.
It oversees the execution of the Growth+ strategy
by management and the governance and
control framework that underpin it. TheBoard
is assisted by its principal Board Committees
(Audit, Nomination, Remuneration, and Safety
and Sustainability), each of which isresponsible
for reviewing and dealing with matters within
its terms of reference. The activities and decisions
made at each Committee meeting are reported
at the subsequent Board meeting.
The Board’s off-site strategy meeting was held
in October in Bath (United Kingdom). At it, the
Board reviewed in detail the ongoing progress
of the implementation of Rotork’s Growth+
strategy, which completed its fourth full year of
implementation in 2025. More details on the
Growth+ strategy and the Company’s business
model are covered on pages 12 to 15 and page
18 of the Strategic Report. The Board remains
confident that the necessary resources are in
place for the business to continue to deliver its
strategic objectives.
The Board is also responsible for the review and
oversight of the effective management of risk,
while delegating oversight of the control framework
to the Audit Committee. The Board has been
kept fully updated on the detailed work being
undertaken by the Audit Committee as part of
the Company’s preparation for Provision 29 of
the 2024 Code, which applies to Rotork’s accounting
period commencing 1 January 2026. TheBoard
rigorously challenges strategy, performance,
responsibility and accountability to ensure that
decisions are made effectively and in the long-term
interests of the business.
In its duty to promote the long-term success of
Rotork, the Board recognises that its responsibilities
extend not only to the creation of value for its
shareholders but also to the Company’s wider
stakeholders, including employees, customers,
suppliers and the communities in which it
operates. In doing so, the Board actively sought to
understand the views of these key stakeholder
groups and the impact of its decisions on them.
Pages 100 to 105 describe how their interests
have been considered at Board-level discussions.
Division of responsibilities
All the non-executive directors have the appropriate
skills, experience in their respective disciplines
and characteristics to bring independence and
objective judgement to Board discussions. As
well as acting as Board Chair, Dorothy Thompson
chairs the Nomination Committee. As the Senior
Independent Director throughout 2025, Andrew
Heath provided asounding board for the Chair
in addition to actingas an intermediary for other
directors and shareholders. InDecember 2025,
as a component of the internally facilitated
Board performance review, the remaining
non-executive directors met with theSenior
Independent Director, without the Chair present,
to appraise the Chair’sperformance. Further
details of the review can be found on page96.
Janice Stipp chairs the Audit Committee.
AndrewHeath chairs the Safety and Sustainability
Committee. Svein Richard Brandtzæg chairs the
Remuneration Committee. Vanessa Simms is
Rotork’sdesignated Non-executive Director
forWorkforce Engagement. Details of the work
undertaken by Vanessa in fulfilment of this role
during 2025, alongside the employee engagement
activities of other Board members, can be found
on pages 94 and 95 and 102 and103.
Private meetings of the non-executive directors
are held at each Board meeting. Each year the
Chair and non-executive directors meet outside
of the formal meeting structure, and without
the executive directors present, to scrutinise
and hold to account the performance
ofmanagement and individual executive directors.
The roles of the Chair, Senior Independent
Director, Chief Executive Officer and Chief
Financial Officer as well as the members of
theRotork Management Board are set out
inthe governance framework on page 87.
Board and Board Committee meetings and Rotork’s financial calendar in 2025
Board and Board
Committee meetings
Board meeting
Audit Committee
Nomination
Committee
Remuneration
Committee
Safety and
Sustainability
Committee
Board meeting
Nomination
Committee
Board meeting Board meeting
Audit Committee
Remuneration
Committee
Safety and
Sustainability
Committee
Remuneration
Committee
Board meeting
Annual Board
strategy meeting
Audit Committee
Nomination
Committee
Remuneration
Committee
Safety and
Sustainability
Committee
Board meeting
Audit Committee
Remuneration
Committee
Mar Apr May Jun Jul Aug Sept Oct Nov Dec
Financial
calendar
Completed
acquisition of Noah
2024 full year results
Commenced £50m
share buyback
2025 Annual
GeneralMeeting
Q1 trading update
2024 final
dividendpaid
2025 half year results 2025 interim
dividend paid
Completed £50m
share buyback
Q3 trading update
Commenced further
£50m share buyback
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202589
Corporate governance report continued
Non-executive director independence
The Chair is committed to ensuring that the
Board comprises a majority of independent
non-executive directors who objectively support
and challenge management on the execution of
the Company’s strategy.
Rotork maintains clear records of the terms of
service of the Chair and non-executive directors
to ensure they meet the requirements of the
2024 Code. Neither the Chair nor any non-executive
director has exceeded their nine-year recommended
term of service. Charts illustrating which directors
are considered to be independent and the tenure
of the Chair and each non-executive director
are set out on page85.
The Board considers all non-executive
directors,Svein Richard Brandtzæg, Andrew Heath,
Karin Meurk-Harvey, Vanessa Simms and Janice
Stipp, to be independent. Dorothy Thompson,
Chair, was considered to be independent on
herappointment.
Board effectiveness
Composition
The Board currently consists of eight Board
members, six of whom are non-executive
directors. As at 9 March 2026, female
representation on our Board was 50%, with
ethnic diversity representation being 25%.
The Board members come from a variety of
professional backgrounds including engineering,
manufacturing and finance, and collectively
possess significant managerial experience, as
well as experience of being executive directors
of other public limited companies. A more detailed
analysis of Board composition, skills, knowledge
and experience can be found on pages 82, 83
and 85. In line with Provision 18 of the 2024
Code, each director who is continuing in service
is subject to annual re-election at the AGM.
The Board delegates certain matters to specific
Committees for more in-depth consideration,
including the Audit, Nomination, Remuneration,
and Safety and Sustainability Committees. Each
Committee has formal, written terms of reference
which are available to download from the Rotork
website at www.rotork.com/en/investors/
committees and which are reviewed annually.
All Committees have at least three independent
non-executive directors within their composition.
The Company also has a Disclosure Committee.
The Group General Counsel & Company Secretary
acts as secretary to all the Committees. The
number of Board meetings and Audit, Nomination,
Remuneration, and Safety and Sustainability
Committee meetings held during the year can
be found on page 91.
Time commitment
All directors are expected to attend all meetings
(whether pre-planned or ad hoc) of the Board
and any Committees on which they serve, alongside
the Board strategy days and AGM. Directors are
also expected to devote sufficient time to prepare
for each Board and Committee meeting, in
order to contribute effectively to discussions.
By accepting their appointment each
non-executive director has confirmed that
theyare able to allocate sufficient time to the
Company to discharge their responsibilities
effectively. In accordance with the 2024 Code
and the Company’s External Board Appointments
Policy, directors are also required to seek prior
approval from the Board before accepting
additional external appointments.
The Chair, through the Nomination Committee
under its terms of reference, monitors the time
commitment of the non-executive directors.
This is in the context of both the roles held
internally and external appointments, with
noissues identified during the year. The 2025
internally-facilitated Board performance review
sought feedback specifically on time commitments,
meeting preparedness and contributions by
directors. No issues were identified.
Information and support
All non-executive directors are entitled to
unfettered access to information and management
across the Group. Rotork’s executive directors
understand the distinction between their roles
as executive managers and as Board directors.
The Board has a procedure for directors,
ifdeemed necessary, to take independent
professional advice at the Company’s expense
in the furtherance of their duties. All directors
have access to the advice of the Group General
Counsel & Company Secretary who supports
the Board on legal and corporate governance
matters, including compliance with the Company’s
obligations under the UK Listing Rules and
other regulatory or statutory requirements.
Together with the CEO and the Group General
Counsel & Company Secretary, the Chair ensures
that the Board is kept properly informed and is
consulted on all issues reserved for it. Board
papers and other information are distributed
ina timely fashion to allow directors to be
properly briefed in advance of meetings.
In accordance with the Company’s Articles
ofAssociation, directors, as well as the Group
General Counsel & Company Secretary, have
been granted an indemnity by the Company
tothe extent permitted by law in respect of
liabilities incurred as a result of their office.
Theindemnity would not provide any coverage
where they are proved to have acted fraudulently
or dishonestly. The Company has also arranged
appropriate insurance cover in respect of legal
action against its directors and officers.
Induction and ongoing professional development
When a new director is appointed to the Board,
they receive a tailored comprehensive and
formal induction. This is to familiarise them
with their duties and Rotork’s business
operations and risk and governance
arrangements. New directors are required to
quickly absorb a great deal of information
about the business to allow them to fulfil their
roles effectively from the outset. Our tailored
inductions are designed to offer a swift and
thorough way to help them understand our
strategy, business, markets, products, cultural
DNA and relationships. They also aim to
establish links between the directors and our
senior management and wider workforce. Their
interactions with our senior management and
wider workforce as part of the induction allow
them to gain an insight into our cultural DNA.
To enable continued awareness and understanding
of our business and the environment in which
we operate, directors are provided regular
updates on changes and developments in
theGroup. Each member of the Rotork
Management Board presents a strategic deep
dive on their area of responsibility at Board
meetings at least annually, and Board members
undertook a wide range of site visits during
2025. Over the course of the year, directors
willcontinually update and refresh their skills
and knowledge and are able to seek independent
professional advice when required.
Responsibilities of the Board
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com90
Corporate governance report continued
Board effectiveness continued
Conflicts of interest
Procedures are in place to identify and manage
declared actual and potential conflicts of interest
which directors (or their connected persons)
may have and are obliged to avoid these under
their statutory duties and the Company’s Articles
of Association. The Board considers each director’s
situation and decides whether to approve any
conflicts. This is based on the overriding principle
that a director must at all times be able to
consider and exercise independent judgement
to promote the success of the Company. This
procedure has operated effectively throughout
the year. Authorisations given by the Board are
reviewed on an annual basis. No director has
declared any material conflicts of interest.
Board meetings
The Board meets regularly during the year as
well as on an ad hoc basis, as business needs
dictate. The Board met formally six times during
the year, with video calls held in other months
for updates on key matters relating to trading
and financial performance. Attendance at each
of the Board and Board Committee meetings
during the year is shown opposite. The Chair,
Chief Executive Officer and Group General Counsel
& Company Secretary agree a structured agenda
in advance of each Board meeting. Board activities
are designed to help the Board achieve its goals
and to provide support and advice to the executive
management team on the delivery of strategy
within a robust governance framework. Throughout
the year, the Board has received regular in-depth
progress reports and presentations on current
trading and financial performance. It has also
received presentations from the Chief Executive
Officer, the Chief Financial Officer and the wider
executive management team, particularly about
implementation updates on our Growth+ strategy
and the three pillars contained within it, our
business systems and activities to evolve our
Responsibilities of the Board continued
cultural DNA and the development and feedback of our people. The topics of other regular reports have included health and safety, litigation, ethics,
compliance and governance, investor relations activities, tax and treasury policies, environmental and sustainability issues, risk management and
internal control and cybersecurity. Board papers are circulated in advance of meetings, to ensure that the directors have sufficient time to consider
their content in advance. Should a director be unable to attend a meeting due to exceptional circumstances, they still receive the papers ahead of the
meeting and would have the opportunity to discuss with the relevant Chair any matters on the agenda they wish to raise. Feedback is provided
totheabsent director on the decisions taken at the meeting.
The Chair meets privately with the Senior Independent Director and with the non-executive directors on a regular basis.
Board and Board Committee meeting attendance in 2025
Board
meetings
Audit
Committee
meetings
Nomination
Committee
meetings
Remuneration
Committee
meetings
Safety and
Sustainability
Committee
meetings
Number of meetings
6
Number of meetings
4
Number of meetings
3
Number of meetings
5
Number of meetings
3
See Audit
Committee
Report from
p110 to 114
See Nomination
Committee
Report from
p115 to 118
See Remuneration
Committee
Report from
p119 to 146
See Safety and
Sustainability
Committee Report
from p106 to 109
Current Directors Board member since
Dorothy Thompson,
Chair
December 2022 6/6 — 3/3 — —
Kiet Huynh,
Chief Executive Officer
January 2022 6/6 — — — —
Ben Peacock,
Chief Financial Officer
March 2024 6/6 — — — —
Andrew Heath,
Senior Independent
Director
April 2024 6/6 — 3/3 5/5 3/3
Svein Richard Brandtzæg,
Non-executive Director
November 2024 6/6 4/4 — 5/5 —
Karin Meurk-Harvey,
Non-executive Director
September 2021 6/6 — — 5/5 3/3
Vanessa Simms,
Non-executive Director
June 2024 6/6 4/4 — — 3/3
Janice Stipp,
Non-executive Director
December 2020 6/6 4/4 3/3 — 3/3
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202591
Corporate governance report continued
The Board’s focus on our cultural DNA
Board members recognise the importance of a healthy and positive culture at Rotork – one that
promotes integrity and openness, values diversity and guides responsible and ethical decisions.
The Board is responsible for ensuring that our
culture is aligned with our purpose, values and
strategy, setting the tone from the top and
leading by example. This was a priority for the
directors during 2025, given the launch of our
cultural DNA and underlying behavioural framework
.
The launch built on the foundational work
completed in 2024 with our people to evolve
our culture. More details about activities to
define, launch and embed our cultural DNA
areset out on pages 16 and 17. Our cultural
DNA is: We value our customers, We grow
together and We win as a team. Our employees
were at the forefront of developing these principles.
They shape how we lead, grow and engage our
people and customers. They foster behaviours
and experiences that drive success. They reflect
what makes Rotork unique while laying the
foundation for collaboration, innovation and
shared success.
The Board actively assesses and monitors
ourcultural DNA, ensuring that it is properly
embedded and promoted throughout the
Group. The directors monitor this as part
oftheir considerations at Board meetings.
Ourpurpose, values and cultural DNA are
embedded across the business and underpin
our business model.
The Board aims to ensure that our cultural DNA
and behavioural framework are embedded and
integrated into decision making and that policies
and procedures (such as the Code of Conduct
and Anti-Bribery and Corruption Policy) maintain
the behaviours we expect. Where this is not the
case, the Board and management team take
appropriate action. This is achieved through
updates to the Board on, for example, ethics
and compliance matters and reports received
through our Speak Up hotline. Regular updates
provided to the Board by our Group Chief
Human Resources & Sustainability Officer on
people andculture also support this focus.
We ensure our people, policies and systems are
aligned with our cultural DNA and behaviours.
We strive to provide fair and equitable treatment,
as well as opportunities to grow, learn and progress.
In addition to each of the directors participating
first hand in employee engagement activities
during 2025, the Board received regular updates
from our Group Chief Human Resources &
Sustainability Officer on the activities to embed
our cultural DNA and the results of our
employee engagement survey.
The Board is satisfied that the Company’s
purpose, values, strategy and culture are all
aligned and serve to promote the long-term
success of the Group, generating and
protecting value for our shareholders
andotherstakeholders.
Our core purpose of ‘keeping the world flowing
forfuture generations’, by providing innovative,
high-quality, engineered solutions and services
for our customers, helps guide our cultural DNA
and strategy. We put quality and service at the
heart of what we do.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com92
Corporate governance report continued
The Board’s focus on our cultural DNA continued
Our Code of Conduct applies to anyone acting
on Rotork’s behalf, including all permanent
employees, temporary workers and contractors.
It sets out the principles that underpin and guide
the way we conduct business and provides support
and guidance in difficult situations. We expect
everyone to follow the Code of Conduct and
act with integrity at all times. In support of this,
we provide mandatory training on our Code of
Conduct to all employees. A full version of the
Code of Conduct is published on our corporate
website at: www.rotork.com/en/sustainability/
esg-reports-and-policies/rotork-code-of-conduct.
How the Board monitors culture and how our culture is embedded Cultural indicators
Health and safety
We have a zero harm vision which applies to our broader
agenda of health and safety, environment and product safety.
• 0.24 total recordable incident rate for 2025 (2024: 0.22).
• 0.08 lost time injury rate for 2025 (2024: 0.08).
Direct employee
engagement
Vanessa Simms, our designated Non-executive Director for
Workforce Engagement throughout 2025, brought the
employee voice into the boardroom through sharing updates
on engagement with our colleagues. This was supplemented
by visits to Rotork’s sites from the CEO, CFO, the Chair and all
other non-executive directors during the year.
• The CEO and CFO remained directly involved in a range
of employee engagement activities throughout the year,
undertaking site visits or attending town halls with
employees at 11 of our sites.
• The CEO and CFO also hosted two all-employee town
halls, which included a live and interactive Q&A.
• Eight site visits were completed by the Chair or
non-executive directors globally during 2025, including
a whole Board tour of our facility in Bath.
Employee
engagementsurvey
During 2025, we undertook a second consecutive externally
managed engagement survey, to enable us to compare
employees’ feedback and engagement levels with that of our
peers. Insights from the survey were shared and teams are
working on action plans to drive improvements relevant to
them, ensuring both ownership and accountability. The results
were reviewed by the Board, alongside a summary of key
actions to build improvements.
• 86% employee survey participation rate (2024: 80%).
• Our engagement survey results illustrated a year-on-year
increase in the level of engagement score, outperforming
similar organisations who were also undertaking their
second year using the external engagement partner.
Annual strategic deep
dive review of Rotork’s
people, culture and
social strategies
Covering workforce insights, organisational effectiveness and
areas such as progress on culture, diversity, inclusion and
equal opportunity, leadership and engagement, employee
mental health and wellbeing, community engagement and
support to external charities.
• In our employee engagement survey we included a
question asking “My manager consistently role models
our DNA & behaviours”, which scored 4.08 out of 5.
Compliance with
policies and procedures
With the assistance of its Committees, the Board continued to
oversee the effectiveness of a number of policies, for example
the Code of Conduct, Anti-Bribery and Corruption, Modern
Slavery and Supplier Code of Conduct.
• Employees must undertake mandatory training on our
key policies, with training completion rates tracked. All
employees must sign an annual confirmation of compliance.
Speak Up
Whistleblowing hotline
This enables anonymous reporting of improper behaviour to
be investigated and appropriate action taken where necessary.
• The number of reports made through the
whistleblowing hotline, any trends, and the outcomes of
investigations are monitored and reported to the Board.
Diversity, inclusion and
equal opportunity
The Nomination Committee annually reviews our policy on
diversity and inclusion, its objectives and links to Company
strategy, how it has been implemented and the progress on
achieving the objectives.
• 50% Board gender diversity as at 31 December 2025.
• 25% Board ethnic diversity as at 31 December 2025.
• 58% Early Careers Programme diversity in terms of
gender and ethnicity.
• -1.9% median gender pay gap, in favour of females.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202593
Corporate governance report continued
Workforce
engagementinaction
The Board as a whole recognises that the
success of Rotork relies on the quality of our
people and a cultural DNA that guides how
employees interact with each other and
thoseexternal to the business.
As part of her role as the Non-executive
Director for Workforce Engagement, Vanessa
helped to ensure our employees’ perspectives
were represented in the Board’s decision-making
process during 2025 by bringing their views and
experiences to the boardroom and ensuring
their experiences and opinions were considered
as Board discussions took place and decisions
were made.
Each year, a structured programme of activities
involving as many Board members as possible
isundertaken. The aim is to ensure sufficient
direct engagement between the directors and
colleagues outside the line of management.
This creates opportunities for feedback and
provides a voice for any concerns to the Board,
deepens the directors’ understanding of the
employee perspective and helps them monitor
how Rotork’s cultural DNA is embedded.
The Non-executive Director for Workforce
Engagement is responsible for developing the
programme and reviewing progress during the
year with the CEO and the Group Chief Human
Resources & Sustainability Officer. During 2025,
Vanessa also provided ongoing updates to
theBoard.
Vanessa Simms
Non-executive Director for Workforce Engagement
Activities of Rotork’s designated
Non-executive Director for
WorkforceEngagement
Vanessa Simms was appointed as Rotork’s
designated Non-executive Director for
Workforce Engagement on 1 January 2025
and led the Board engagement with employees
throughout the year.
Vanessa’s role as designated
Non-executive Director responsible for
Workforce Engagement helps to ensure
an effective engagement mechanism
between the Board and employees,
meaning that the voice and views of our
employees continue to be represented
within the boardroom, and employees’
interests are more fully considered at
alllevels of the Board’s decision making.
In 2025, our approach was to continue the
Board’s engagement with employees on topics
relevant to them and the Company, via direct
face-to-face communication with employees
intheir work environment where possible.
Considering the global nature of our workforce
and the broad range of roles within that across
all levels in the organisation, the programme
for2025 comprised three streams:
• topic-based structured roundtables with
colleagues on targeted aspects of the business;
• face-to-face meetings with employees in
their work environment to allow for more
personal interactions; and
• a review of data, including the outcomes of
the employee engagement survey and
submissions to our Speak Up hotline.
Topic-based employee engagement
Recognising the importance of direct
engagement with employees, during 2025 all
Board members were involved in face-to-face
targeted roundtables with groups of our employees.
Given how important developing early career
talent is at Rotork, Vanessa Simms met with a
cross-section of employees at various stages of
our Graduate Recruitment Programme – from
those who had just started to others concluding
their fourth year. This session demonstrated
how the programme is successfully equipping
future talent with the skills and development
needed for workplace success and that our
graduates were fully motivated and engaged.
Similarly, Svein Richard Brandtzæg met with
anumber of our Bath-based employees to talk
about engagement and what this means to
them. The session highlighted how our culture
continues to evolve and that there is clear
engagement, a focus on the customer and
development opportunities integrated into
thebusiness, providing insightful reflections.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com94
Corporate governance report continued
Face-to-face employee engagement
withour Board
During 2025 all Board members were involved
in face-to-face direct engagement with our
employees. The Board regularly visits our head
office site, in Bath. As an additional component
of their strategy session in October 2025, the
Board members completed a tour of the Bath
facility, which provided an opportunity for the
directors to directly engage with employees in
their usual working environment at the facility
and understand their views and experiences first
hand. The CEO and CFO remain directly involved
in a range of employee engagement activities
throughout the year, undertaking site visits or
attending town halls in person to engage with
employees at 11 different Rotork sites globally
during 2025. They also hosted two all-employee
global townhalls during the year, which each
included an interactive live Q&A. In addition,
our Chair and non-executive directors visited
other Rotork sites globally. Individually, eight site
visits were undertaken, including the tour of our
facility in Bath. Dorothy Thompson visited our
sites in both Winston-Salem (USA) and Bath,
during which Dorothy toured the facilities and
met with a variety of teams from different
functions. Andrew Heath visited both our office
in Shanghai (China) and the Noah site in South
Korea, which joined the Rotork Group in
March2025. As part of both visits, Andrew
wasable to participate in a range of topic-based
presentations, undertake tours and join specific
employee engagement-focused sessions with a
wide range of employees. Andrew Heath and
Vanessa Simms visited our Manchester (UK) site,
completing a factory tour and meetings with
local leaders. Svein Richard Brandtzæg and
Karin Meurk-Harvey visited our Falun site in
Sweden. Janice Stipp visited our site in Chile,
meeting local leaders and employees, and
Janicealso visited the site of one of Rotork’s
customers to engage with them first hand.
In addition, Vanessa Simms and SveinRichard
Brandtzæg undertook an employee
engagement-focused visit to ourBathsite in
October, taking part in focussessions on our
cultural DNA.
The Board found its wide range of global site
visits very valuable and thanks all the colleagues
with whom they met for their warm welcome
and engagement. During the visits and sessions,
we committed to maintaining complete
confidentiality and non-attributable feedback
from employees, ensuring that all comments
were only shared with management (when
necessary) and discussed during Board meetings.
Due to the nature of their work and roles,
special attention was given to engaging with
employees who may not be easily reached
through other channels, such as email. After
each meeting, Board members summarised
thekey themes in a report and provided
debriefs to local or senior management to
consider the insights and any resulting actions.
Overall, Board members praised the quality
anddedication of our employees and noted
thepositive feedback they gave and increased
engagement levels experienced following the
evolution of the cultural DNA and underlying
behaviours. These engagements have reinforced
our commitment to a cultural DNA that is
transparent and inclusive, ensuring that all
voicesare heard and valued (including within the
boardroom) as we continue to grow and evolve.
Data including employee surveys
andwhistleblowing
Employee engagement is a crucial measure
forthe success of our organisation; receiving
direct feedback from employees is essential to
understand what is working well and where we
should focus on improving. As part of each
employee engagement survey, we ask all
employees to anonymously provide their views.
We then measure engagement scores.
For the second consecutive year in 2025,
theemployee engagement survey was
facilitated by an externally managed platform.
This has enabled us to measure progress and
benchmark our engagement levels against
other peers. Building on the activities to embed
our new cultural DNA over the course of 2025,
we were pleased to see a significant increase
inthe participation rate for the survey in 2025,
which rose to 86% (2024: 80%). Feedback
from the survey was shared with teams and
bespoke action plans have been created to drive
continual improvements, while also ensuring
ownership and accountability for actions within
plans amongst our teams.
Our employees also previously asked for further
investment in the development of our people
managers and leaders and their own career
development and growth. Our Business Manager
Programme was introduced to support the
learning and development of our leaders globally.
The programme has also been one of the routes
through which we continue to embed our cultural
DNA and behaviours. As we move into 2026,
we will continue to develop all our employees
through targeted global development and
learning events, underpinning our DNA, and
continue to evolve our approach to managing
and developing our talent.
The Board will continue to review employee-related
data, including whistleblowing, through our
confidential Speak Up hotline.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202595
Corporate governance report continued
Workforce engagement in action continued
Annual Board performance review
In accordance with the 2024 Code, the Board
undertakes a formal and rigorous annual
reviewof its own performance and that of
itscommittees and directors. The purpose
ofthe review is to ensure key areas such as
theBoard’s composition, expertise, interaction,
management, key decision-making processes
and meeting focus and prioritisation continue
to be assessed and developed.
2025 internal Board performance review
During 2025, Dorothy Thompson, as Board
Chair, with the guidance and support provided
by the Group General Counsel & Company
Secretary, undertook an internal review of the
performance and effectiveness of the Board
and its Committees. The process began in
October, with the Chair and Group General
Counsel & Company Secretary agreeing on
appropriate key themes and topics and curating
tailored online and anonymous questionnaires
for the Board as a whole and each Board
Committee. The questionnaires also sought
feedback on the focus areas that were agreed
upon by the Board for implementation during
2026. The Group General Counsel & Company
Secretary collated and analysed the results and
discussed them with the Chair. The Chair also
sought informal feedback from each of the directors.
Feedback and recommended focus areas for
2026 were presented to the December 2025
Board meeting for consideration. Subsequently,
the Board agreed an action plan for implementation
in the year ahead, which is summarised in the
adjacent column.
Outcome and actions for 2026
The 2025 Board performance review demonstrated
that the Board and its Committees were operating
effectively and remained focused on the
appropriate matters during the year. The key
areas identified by the internal review for
increased focus and development during the
forthcoming year are set out below:
• continue to provide relevant training for
theBoard and its Committees on regulatory
developments, legislative changes and
reporting requirements;
• continue the Board’s focus and oversight of
Rotork’s cultural DNA, and how the evolving
culture is being embedded within the
organisation; and
• continue to incorporate insights on
customers, competitors and suppliers.
Progress against these areas will be reviewed as
part ofthe 2026 Board performance review and
reported on in next year’s Annual Report.
Rotork’s last externally facilitated Board
performance review was undertaken in 2023;
therefore, in line with the requirements of the
2024 Code, an externally facilitated performance
review will be undertaken during 2026.
Chair’s performance review
Led by Andrew Heath, as the Senior
Independent Director, an internally facilitated
review of the Chair’s performance was
completed at the end of 2025. Andrew Heath
and the Group General Counsel & Company
Secretary worked together to agree the areas
on which to focus and produced an online and
anonymous questionnaire. The questionnaire
was further supported by a private meeting
held between Andrew and the non-executive
and executive directors. It was concluded that
Dorothy Thompson’s performance and contribution
remained consistently strong during her full
third year as Chair. It was agreed that Dorothy
continued to demonstrate overall effective
leadership of the Board and continued to
promote and facilitate constructive debate
within the boardroom. Feedback from the
review was shared with Dorothy. In line with
the wider Board performance review plans,
the2026 Chair’s performance review will be
externally facilitated.
Audit, risk and internal control
While maintaining overall responsibility, the
Board delegates the establishment of formal
and transparent policies and procedures relating
to independence and effectiveness of the internal
and external audit functions to the Audit Committee.
The Audit Committee scrutinises the integrity of
financial and narrative statements and considers
whether the assessment of Rotork’s position and
prospects is fair, balanced and understandable
and then recommends these statements to the
Board for approval.
A risk dashboard is presented by management
to the Board twice a year. This includes a set of
key risk indicators which provide a means of
monitoring the Group’s risk exposures. It also
highlights areas where the Group exceeds, or
may potentially exceed, the risk appetite defined
by the Board. Biannual reporting is supplemented,
as necessary, by more detailed reporting to the
Board by the executive management team on
new, emerging or evolving risks, the effectiveness
of existing mitigations and plans to further
strengthen mitigations.
The Risk and Compliance team, led by
theHeadof Risk and Compliance, monitors
theeffectiveness of risk management across
theGroup. The team is responsible for supporting
the Group to identify risks and put in place
appropriate mitigations, promoting a risk-aware
culture and adherence to risk appetite and
reporting on the status of principal and emerging
risks periodically. The Risk and Compliance team
operates a practice of peer internal financial
control reviews. These involve experienced
professionals from across the business, who
have received specialised training from the Risk
and Compliance team, performing business
control reviews at different entities within the
Group, the results of which are thenreported
to the Audit Committee. Anexperienced member
of the Risk and Compliance team is dedicated
to our ongoing programme to transition to a
cloud-based ERPplatform, to ensure appropriate
monitoringof the implementation of controls.
PricewaterhouseCoopers LLP (PwC) leads the
Group’s third line of defence through the provision
of an independent internal audit function.
The Board is satisfied that the main roles
andresponsibilities of the Audit Committee,
asset out in Provision 25 of the 2024 Code,
arecaptured within the Committee’s terms
ofreference.
Further details of how the roles and
responsibilities of the Audit Committee have
been discharged during 2025 are set out on
pages110 to 114
The Board is required to carry out a robust
assessment of the Company’s emerging and
principal risks. A summary of the assessment
undertaken by the Board and a description of
the principal risks and procedures in place to
identify and manage the emerging risks can
befound on pages 60 to 66.
Board performance review
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com96
Corporate governance report continued
Risk management and internal controls
The Board is responsible for Rotork’s system
ofrisk management and internal controls.
TheBoard’s annual review of the system’s
effectiveness is completed with the assistance
of the Audit Committee, as per the Committee’s
terms of reference.
During 2025, the Board and Audit Committee
regularly considered matters relating to the
Group’s risk management and internal control
systems. This year, areas which received
particular focus were:
• the effectiveness of internal controls;
• oversight of the continued development
ofthe Business Control Framework and
deployment of enhanced controls within
thenew cloud-based ERP system
implementation; and
• the Committee’s oversight of preparation
forProvision 29 of the 2024 Code becoming
effective for the Company with effect from
1 January 2026.
During 2025, the Audit Committee maintained
oversight of management’s ongoing implementation
of enhanced controls in relation to the new
cloud-based ERP system as they were incorporated
into the blueprint for future deployments.
More broadly, the effectiveness of the risk
management and internal control systems
continues to be directed, monitored and
reviewed by the Audit Committee. The Audit
Committee has reviewed the effectiveness of
the key elements of the Group’s systems of risk
management and internal controls, which were
in place for the year under review.
Main features of the Group’s risk
management process
The Board is responsible for establishing and
maintaining an effective risk management and
internal control framework. It is also responsible
for determining the nature and extent of the
risks the Company is willing to take to achieve
the Group’s strategic objectives.
Rotork’s Risk Management Policy documents
the Group’s risk management processes and
the connections between such processes and
the day-to-day operations of the Group. Each
member of the executive team who is a designated
risk owner has responsibility for producing and
updating detailed mitigation plans to respond
to the risks in accordance with risk appetite.
Progress on response plans is reported to the
Board, as part of the Board’s effective risk
management review and oversight process.
Risk appetite is expressed through a number
ofrisk dimensions and risks are monitored and
reported. A risk dashboard is presented to the
Board twice a year. It constitutes a set of key
risk indicators, which provide a means of
monitoring the Group’s risk exposures and
allows the Board to focus in more detail
onriskswhere the Group exceeds, or may
potentially exceed, risk appetite.
An established divisional and functional risk
review process results in a bottom-up assessment
of enterprise-wide risks. These risks are consolidated
before a top-down evaluation is performed by
management, which is then presented to and
reviewed by the Board. The bottom-up assessment
process includes a review with all central functions
and commercial and operations teams, a focus
on risk mitigation reporting, and development
of plans to respond to risks in accordance with
the Board’s risk appetite. This process is formally
completed twice a year. Further details of the
Group’s risk management and internal control
framework, the process for identifying,
evaluating and managing the principal risks
faced by the Group during 2025, identifying
and managing emerging risks, and the Board’s
risk appetite are set out on pages 60 and 66.
Main features of the Group’s internal
control systems
Audit Committee papers and meeting minutes
are made available to Board members who are
not members of the Audit Committee, unless
inthe opinion of the Committee Chair it would
be inappropriate to do so. The meeting papers
detail the Audit Committee’s annual review
ofthe assessment of the effectiveness of the
Group’s risk management and internal control
systems. The Chair and executive directors are
invited to attend Audit Committee meetings
with other members of the senior leadership
team presenting or attending as necessary.
Inaddition, a dedicated Board risk review
session is held each year.
Key elements of the control environment, which
form part of the review of the effectiveness of
risk management and internal control, and
which enable Rotork to respond appropriately
to all types of business risks, include:
• our Business Controls Framework, alongside
our accounting policies and procedures;
• the Rotork cultural DNA and
underlyingbehaviours;
• the Code of Conduct (and mandatory
training on the Code) supported by
Group-wide policies and procedures,
including authority levels and division
ofresponsibilities;
• mandatory training provided to employees
throughout the year on policies and
procedures relevant to their roles;
• ongoing monitoring of business
performance, including key risk indicators;
• annual Confirmation Statement confirming
employees’ compliance with policies;
• ongoing monitoring of internal audit
andbusiness control reviews;
• a formal schedule of reserved matters
forthe Board, including responsibility
forreviewing Group strategy;
• a formal Whistleblowing Policy, with an
external whistleblowing hotline (our Speak
Up hotline), with key matters reported to the
Board; and
• defined controls and assurance processes
over, for example, financial reporting and
health and safety procedures.
Remuneration
The responsibility for determining remuneration
arrangements for the Chair, executive directors
and senior management, as well as oversight
over workforce remuneration, has been delegated
to the Remuneration Committee. It was chaired
by Svein Richard Brandtzæg during 2025 and
met five times throughout the year.
Rotork’s remuneration policies and practices are
designed to support its strategy and promote
the long-term sustainable success of the Company.
A description of the work undertaken by the
Remuneration Committee in 2025 can be found
on pages 119 to 146
Board performance review continued
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202597
Corporate governance report continued
The Board confirms that during 2025 it has acted in the way that it considered, in good faith, would be most
likely to promote the long-term success of the Company for the benefit of its members as a whole, and in
doing so has had regard tothe matters set out in Section 172(1)(a) to (f) of the Companies Act 2006.
Board engagement with stakeholders
The Board engages directly with our employees
and shareholders; however, it is also kept regularly
updated on engagement with other stakeholder
groups. This is through a combination of reports
from the executive directors and members of
the Rotork Management Board to understand
the views of key stakeholders on day-to-day
operations. The information set out below and
on pages 100 to 105 outlines the ways in which
the Board and the Company have engaged with
key stakeholders during the year, alongside
themethods of engagement and outcome
ofthat engagement.
How theBoard ensures stakeholder
engagement is effective
The Board use a number of routes to ensure
effective engagement with stakeholders
including:
• oversight of our purpose, strategy,
values,and cultural DNA;
• consideration of key principal
andemergingrisks to the business
andmitigating actions taken;
• oversight of employee wellbeing
andresourcing, alongside oversight and
involvement in activities related to the
embedding of Rotork’s cultural DNA;
• dedicated section within Board papers
setting out the likely impact of the proposed
recommendation on relevant stakeholders; and
• review of the more granular engagement
undertaken bytheRotork Management
Board and Boardmembers.
While it is not always possible to meet the
preferences of all stakeholders (whose interests
may diverge), the Board aims to ensure that all
relevant factors are considered before it takes
adecision.
Other examples of how the Board has
considered stakeholder interests and Section
172(1) matters are included within the section
describing the Board’s focus on Rotork’s
cultural DNA on pages 92 and 93 and
workforce engagement in action on
pages94and 95.
How the Board considered stakeholders’ interests as part of its key Board activities during 2025
Strategy and
sustainability
• Consideration of the balance of differing stakeholders’ needs and expectations in delivering long-term sustainable value and Rotork’s Growth+ strategy.
• Review of governance and oversight of Rotork’s sustainability strategy in the long-term interests of stakeholders.
Financial
• Investor engagement around full year, half year and trading updates, given Rotork’s commitment to upholding good governance practices to protect the long-term
interests of all stakeholders.
• Consideration of employees’ interests.
Operational
• Consideration of stakeholders’ interests in the drive to improve efficiency and ultimately deliver an enhanced customer experience and Customer Value in a
safety-conscious environment of ‘zero harm’.
• Consideration of geopolitical risks that impact the supply chain to protect stakeholders’ long-term interests.
People and
organisational
• Employee engagement activities by our CEO, CFO and wider management and taking account of the concerns and views expressed by our colleagues.
• Engagement with employees by our designated Non-executive Director for Workforce Engagement and all other non-executive directors.
• In setting the tone from the top, the consideration of employees’ interests and understanding the value of having a diverse and inclusive workforce.
Risk, governance,
legal,compliance
andinvestor relations
• Review of the status of key risks to the business and mitigating actions taken to protect stakeholders’ long-term interests.
• Consideration of stakeholders’ interests while supporting the Growth+ strategy, including direct engagement with shareholders to seek their views.
• Consideration of employees’ interests within the business and within the supply chain relating to preventing modern slavery.
• Consideration of best practice governance procedures to protect long-term interests of all stakeholders.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com98
Our Section 172(1) statement
Section 172(1) factor Relevant disclosure
Annual Report
page number
a. The likely
consequences
ofany decision
inthe long term
• Chief Executive Officer’s Statement
• Chair’s Statement
• Business model
• KPIs
• Investment case
• Insight into the boardroom
• Stakeholder engagement
• Sustainability Review
See page 8
See page 6
See page 18
See page 19
See page 5
See page 88
See page 100
See page 28
b. The interests of
the Company’s
employees
• Stakeholder engagement
• Evolving our culture
• People and culture
• Diversity and inclusion
• Non-Financial and Sustainability Information Statement
• Chair’s Statement
• The Board’s focus on Rotork’s cultural DNA
• Directors’ Remuneration Report
See page 100
See page 16
See page 50
See page 52
See page 76
See page 6
See page 92
See page 119
c. The need to foster
the Company’s
business
relationships
with suppliers,
customers
andothers
• Customer Value
• Sustainability Review
• Supply chain management
• Human rights and modern slavery
• Stakeholder engagement
• Making a positive social impact
• Non-Financial and Sustainability Information Statement
• Chair’s Statement
• Insight into the boardroom
See page 14
See page 28
See page 41
See page 43
See page 100
See page 49
See page 76
See page 6
See page 88
Section 172(1) factor Relevant disclosure
Annual Report
page number
d. The impact of
the Company’s
operations on the
community and
the environment
• Stakeholder engagement
• Sustainability Review
• Making a positive social impact
• Task Force on Climate-related Financial Disclosures
• Non-Financial and Sustainability Information Statement
• Chair’s Statement
• Safety and Sustainability Committee Report
See page 100
See page 28
See page 49
See page 68
See page 76
See page 6
See page 106
e. The desirability
of the Company
maintaining a
reputation for
high standards of
business conduct
• Code of Conduct
• Business model
• Stakeholder engagement
• Risk management
• Making a positive social impact
• Non-Financial and Sustainability Information Statement
• Chair’s Statement
• Our governance framework
• Conflicts of interest
• Division of responsibilities
See page 148
See page 18
See page 100
See page 58
See page 49
See page 76
See page 6
See page 86
See page 91
See page 89
f. The need to act
fairly as between
members of
theCompany
• Relations with shareholders
• Stakeholder engagement
See page 149
See page 100
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 202599
Our Section 172(1) statement continued
Stakeholder engagement
We engage proactively with
allour key stakeholder groups
in the knowledge that our
long-term success is dependent
on how we work with all
ourstakeholders.
Our policy is to understand our stakeholder
views, and to deal with issues with integrity
should they arise. Like any business, we
sometimes have to take decisions that
adversely affect one or more of these groups.
In these cases, we always look to ensure we
treat those affected fairly.
This section describes our engagement with
stakeholder groups, including by the Board.
Itforms part of our Section 172(1) Statement,
set out on page 7 of the Strategic Report.
Stakeholders and relevant Section
172(1) clause Stakeholders’ material issues Why we engage How we engage Outcomes of our engagement during 2025 Board engagement
Priorities for engagement
during 2026
Measurements/
metrics Further information
CU
Customers
Our customers include those in the
oil & gas, water & power, and
chemical, process & industrial
sectors in more than 140
countriesglobally.
S.172(1)(c) The need to foster
theCompany’s business
relationships with suppliers,
customers and others.
S.172(1)(e) The desirability of
theCompany maintaining a
reputation for high standards
ofbusiness conduct.
• Reliability and specification
compliance of Rotork’s products.
• Innovative and cutting-edge
actuationsolutions.
• Clear and proactive two-way
communication. We appreciate that
product downtime is a key customer
concern and an area where Rotork
canprovide support for them.
• Product and service sustainability and
safety challenges.
• Dedicated lifecycle service
andsupport.
• High standards of customer service
from initial contact, during the
quotation and order process
andthroughout the life of
Rotork’sproducts.
• Digitalisation, including informative
data from products in the field.
• Customer Value is one of the three pillars of our
Growth+ strategy, and therefore of inherent
importance to Rotork.
• We want to understand, support and respond to
our customers’ and potential customers’ evolving
needs and future actuation requirements as
market trends evolve. This engagement helps to
ensure we develop the right products and services.
• We strive to earn a greater share of our existing
customers’ spend and attract new customers by
engaging to prioritise Customer Value.
• We want to ensure the best support is provided
tocustomers from the outset of our relationship.
• Our teams liaise directly with customers, and potential customers,
to ensure that we deliver the best customer experience.
• We engage through our formal voice of the customer
programme and the regular feedback from our sales team.
• As part of direct customer engagement, we take part in
international trade exhibitions. These allow us to demonstrate
our actuation solutions first hand.
• We engage with customers globally through our expert field
service engineers.
• The Rotork Service team provides comprehensive full lifecycle
service solutions, to ensure the reliability of Rotork’s products
in the field.
• To serve a wider variety of customers and markets, we also
supply them via our channel partner network, which includes
resellers and distributors.
• Our global supply chain programme reduces delivery and lead
times and allows us to respond quickly to any supply chain issues.
• We encourage customer feedback throughout their
relationship with us. Our teams analyse this to identify new
opportunities to improve how we serve our customers.
CU
Customers
• Rotork Service, our global full lifecycle experience, is a key differentiator in our
industry. The support it provides results in reduced downtime, extending the
lifespan of assets and optimising their performance and reliability.
• We continue to deliver the Customer Value pillar of our Growth+ strategy. We
are implementing andintegrating common systems and processes throughout
the Group, to improve efficiency, and deliver improved lead times and a better
customer experience.
• We became a member of the Rockwell Technology Partner Programme.
• The feedback received from our formal voice of the customer engagement
programme has helped us to target our ongoing continuous improvements
todeliver maximum customer benefit. Understanding that our people play
animportant role in customer service delivery, we delivered targeted training
toarange of employees in customer service roles.
• We recently launched the RTP-4000 intelligent valve positioner range, IQ3
Perform, and rolled out Noah products across our broader sales network.
Allhave been well received by our customer base.
• Our executive directors attended the 2025 ADIPEC
Conference in Abu Dhabi, where theyengaged directly
with our customers.
• Customer engagement, satisfaction and projects to
continually improve the customer experience are key
topics in Boarddiscussions.
• In November, our Non-executive Director Janice Stipp
visited a customer’s site in Chile, with our local leaders.
• In June, the Business Transformation Director updated
the Board on the progress of our customer service initiatives.
• The Board received a detailed update on new product
development from the Chief Technology Officer in
March, and again at its strategy meeting in October.
The Board participated in deep dive sessions with the
Director for Rotork Service in March and May2025.
• Continue to embrace digital
technology to drive increased
efficiency in customer experience;
for example, to enhance
quoteresponsiveness.
• Continue to focus on enhancing
the customer experience through
avariety of customer-focused
initiatives and ongoing voice
ofthe customer programme.
• Continue to implement and
invest in the Business
Transformation programme,
which will extendto more of
oursites during 2026.
• Invested £13.5m
inresearch and
development
in2025.
• Awarded Bronze in
the 2025 Britain’s
Most Admired
Companies study.
• Recognised by TIME
and Statista as one
ofthe World’s
BestCompanies
– Sustainable
Growth.
• Engaged
withcustomers
andshowcased our
products at 29
exhibitions globally.
Chief Executive Officer’s
Statement: page 8
Customer Value: page14
Sustainability Review:
page 28
Case studies and
benefits our customers
experienced:
www.rotork.com/
en/casestudies
I
Investors
Rotork’s shareholders own the
business and range from large
institutional investors to private
individual (including employee)
shareholders. All our investors are
treated fairly and have equal access
to both Company information and
our Board. We also engage with
theinvestment community, advisers
and potential shareholders.
S.172(1)(f ) The need to act fairly
between members of the Company.
• Delivery of the Growth+ strategy in
amanner that aligns with Rotork’s
vision, purpose and cultural DNA.
• A return on investment, a clear and
disciplined capital allocation policy
and a progressive dividend policy.
• Creation of long-term and sustainable
shareholder value and clear reporting
on the Company’s performance.
• Meaningful engagement with the
Board and adherence to good
governance practices.
• Reporting to investors on Rotork’s
contribution to a low-carbon future.
• The Board understands the fundamental
importance of engaging with our shareholders and
potential shareholders to ensure that they remain
updated on the Company’s performance, activities
and investment case.
• Two-way engagement enables the Board to take
shareholder views into account within its wider
strategic decision making.
• We actively engage with the investment community through
regular results and reporting, press releases, investor events,
one-to-one meetings (either in person or virtually),
roadshows, site tours, our corporate website and our AGM.
• Engagement is primarily led by our executive directors and
Investor Relations Director.
• Our Chair and Chair of our Remuneration Committee
undertook a consultation exercise with shareholders and
proxy advisers in the autumn to explain and gather feedback
on the proposed 2026 remuneration Policy and any wider
topics of interest to investors.
• Our 2025 AGM was held in Bath (accompanied by a webcast/
dial in line to enable those not present to listen in) and
provided an opportunity for shareholders to interact with the
Board and have any questions answered. All Board members
attended the 2025 AGM in person, with Kiet Huynh delivering
a presentation to shareholders.
• The Board Chair and Chairs of each of our Board Committees
welcome engagement with shareholders on any matters
within their remit.
• We host an annual engagement webinar for our private
individual investors, which includes a moderated Q&A session.
The 2025 webinar was hosted by Kiet Huynh and our Investor
Relations Director.
• For our employee shareholders, we also offer internal
communication channels.
I
Investors
• In 2025, our Chair, Chief Executive Officer, Chief Financial Officer and Investor
Relations Director attended over 130 meetings with more than140 separate
institutions globally.
• Rotork returned £50m to shareholders via a share buyback programme, which
ran from April to October 2025. A further £50m share buyback programme
commenced in November 2025.
• Continued with the delivery of a progressive dividend policy. Subject to
shareholder approval, the total ordinary dividend for 2025 will be 8.30p per
ordinary share, representing a7.1% year-on-year increase.
• The Growth+ strategy is delivering, with revenue 3.7% higher year-on-year on
an OCC basis. The Group order intake also increased by 6.0% year-on-year on
an OCC basis.
• All resolutions were passed at the 2025 AGM, with votes in favour ranging from
88.95% to 99.99%.
• Following the remuneration engagement meetings, we included additional
disclosures within the proposed 2026 Remuneration Policy and wider
Remuneration Report.
• Our Chair, Chief Executive Officer, Chief Financial
Officer and Investor Relations Director regularly
communicate with existing and potential shareholders.
• The 2025 AGM provided an opportunity for the Board
tointeract with shareholders (including individual and
employee shareholders) and to answer any questions.
• Our Chair and Chair of our Remuneration Committee
engaged directly via face-to-face and virtual meetings
with shareholders and proxy advisory bodies on the
proposed enhancements to our 2026 remuneration Policy.
• The views expressed by shareholders, potential
investors and the investment community are shared
atBoard meetings and with the relevant Board
Committees, enabling the directors to take these
viewsintoaccount in decision making.
• The Board understands shareholders’ need for return
on investment and approved progressive interim and
final dividends based on the Company’s profits.
• The Investor Relations Director provided the Board
with regular updates on market sentiment and investor
perspectives including detailed feedback from the
results roadshows.
• Continue to offer an extensive
investor engagement programme,
covering our full range of
shareholders. This will continue
to include further information
on the implementation of our
Growth+ strategy and provide
forums within which investors
can have their questions
answered and views heard.
• Continue to provide clear
reporting on the Company’s
performance.
• Over 130 investor
meetings with more
than140 separate
institutions globally.
• Subject to
shareholder approval
of the 2025 final
dividend, the total
dividend for 2025
will be 8.3p per
ordinaryshare.
• £50m cash
returnedduring
asharebuyback
programme, with
afurther £50m
programme
currentlyunderway.
Chief Executive Officer’s
Statement: page 8
Financial Review: page24
Highlights of 2025:
page 1
Business model: page 18
Investment case: page 5
Sustainability Review:
page 28
Corporate Governance
Report: page 78
Share register
information: page 205
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com100
Our Section 172(1) statement continued
Stakeholders and relevant Section
172(1) clause Stakeholders’ material issues Why we engage How we engage Outcomes of our engagement during 2025 Board engagement
Priorities for engagement
during 2026
Measurements/
metrics Further information
CU
Customers
Our customers include those in the
oil & gas, water & power, and
chemical, process & industrial
sectors in more than 140
countriesglobally.
S.172(1)(c) The need to foster
theCompany’s business
relationships with suppliers,
customers and others.
S.172(1)(e) The desirability of
theCompany maintaining a
reputation for high standards
ofbusiness conduct.
• Reliability and specification
compliance of Rotork’s products.
• Innovative and cutting-edge
actuationsolutions.
• Clear and proactive two-way
communication. We appreciate that
product downtime is a key customer
concern and an area where Rotork
canprovide support for them.
• Product and service sustainability and
safety challenges.
• Dedicated lifecycle service
andsupport.
• High standards of customer service
from initial contact, during the
quotation and order process
andthroughout the life of
Rotork’sproducts.
• Digitalisation, including informative
data from products in the field.
• Customer Value is one of the three pillars of our
Growth+ strategy, and therefore of inherent
importance to Rotork.
• We want to understand, support and respond to
our customers’ and potential customers’ evolving
needs and future actuation requirements as
market trends evolve. This engagement helps to
ensure we develop the right products and services.
• We strive to earn a greater share of our existing
customers’ spend and attract new customers by
engaging to prioritise Customer Value.
• We want to ensure the best support is provided
tocustomers from the outset of our relationship.
• Our teams liaise directly with customers, and potential customers,
to ensure that we deliver the best customer experience.
• We engage through our formal voice of the customer
programme and the regular feedback from our sales team.
• As part of direct customer engagement, we take part in
international trade exhibitions. These allow us to demonstrate
our actuation solutions first hand.
• We engage with customers globally through our expert field
service engineers.
• The Rotork Service team provides comprehensive full lifecycle
service solutions, to ensure the reliability of Rotork’s products
in the field.
• To serve a wider variety of customers and markets, we also
supply them via our channel partner network, which includes
resellers and distributors.
• Our global supply chain programme reduces delivery and lead
times and allows us to respond quickly to any supply chain issues.
• We encourage customer feedback throughout their
relationship with us. Our teams analyse this to identify new
opportunities to improve how we serve our customers.
CU
Customers
• Rotork Service, our global full lifecycle experience, is a key differentiator in our
industry. The support it provides results in reduced downtime, extending the
lifespan of assets and optimising their performance and reliability.
• We continue to deliver the Customer Value pillar of our Growth+ strategy. We
are implementing andintegrating common systems and processes throughout
the Group, to improve efficiency, and deliver improved lead times and a better
customer experience.
• We became a member of the Rockwell Technology Partner Programme.
• The feedback received from our formal voice of the customer engagement
programme has helped us to target our ongoing continuous improvements
todeliver maximum customer benefit. Understanding that our people play
animportant role in customer service delivery, we delivered targeted training
toarange of employees in customer service roles.
• We recently launched the RTP-4000 intelligent valve positioner range, IQ3
Perform, and rolled out Noah products across our broader sales network.
Allhave been well received by our customer base.
• Our executive directors attended the 2025 ADIPEC
Conference in Abu Dhabi, where theyengaged directly
with our customers.
• Customer engagement, satisfaction and projects to
continually improve the customer experience are key
topics in Boarddiscussions.
• In November, our Non-executive Director Janice Stipp
visited a customer’s site in Chile, with our local leaders.
• In June, the Business Transformation Director updated
the Board on the progress of our customer service initiatives.
• The Board received a detailed update on new product
development from the Chief Technology Officer in
March, and again at its strategy meeting in October.
The Board participated in deep dive sessions with the
Director for Rotork Service in March and May2025.
• Continue to embrace digital
technology to drive increased
efficiency in customer experience;
for example, to enhance
quoteresponsiveness.
• Continue to focus on enhancing
the customer experience through
avariety of customer-focused
initiatives and ongoing voice
ofthe customer programme.
• Continue to implement and
invest in the Business
Transformation programme,
which will extendto more of
oursites during 2026.
• Invested £13.5m
inresearch and
development
in2025.
• Awarded Bronze in
the 2025 Britain’s
Most Admired
Companies study.
• Recognised by TIME
and Statista as one
ofthe World’s
BestCompanies
– Sustainable
Growth.
• Engaged
withcustomers
andshowcased our
products at 29
exhibitions globally.
Chief Executive Officer’s
Statement: page 8
Customer Value: page14
Sustainability Review:
page 28
Case studies and
benefits our customers
experienced:
www.rotork.com/
en/casestudies
I
Investors
Rotork’s shareholders own the
business and range from large
institutional investors to private
individual (including employee)
shareholders. All our investors are
treated fairly and have equal access
to both Company information and
our Board. We also engage with
theinvestment community, advisers
and potential shareholders.
S.172(1)(f ) The need to act fairly
between members of the Company.
• Delivery of the Growth+ strategy in
amanner that aligns with Rotork’s
vision, purpose and cultural DNA.
• A return on investment, a clear and
disciplined capital allocation policy
and a progressive dividend policy.
• Creation of long-term and sustainable
shareholder value and clear reporting
on the Company’s performance.
• Meaningful engagement with the
Board and adherence to good
governance practices.
• Reporting to investors on Rotork’s
contribution to a low-carbon future.
• The Board understands the fundamental
importance of engaging with our shareholders and
potential shareholders to ensure that they remain
updated on the Company’s performance, activities
and investment case.
• Two-way engagement enables the Board to take
shareholder views into account within its wider
strategic decision making.
• We actively engage with the investment community through
regular results and reporting, press releases, investor events,
one-to-one meetings (either in person or virtually),
roadshows, site tours, our corporate website and our AGM.
• Engagement is primarily led by our executive directors and
Investor Relations Director.
• Our Chair and Chair of our Remuneration Committee
undertook a consultation exercise with shareholders and
proxy advisers in the autumn to explain and gather feedback
on the proposed 2026 remuneration Policy and any wider
topics of interest to investors.
• Our 2025 AGM was held in Bath (accompanied by a webcast/
dial in line to enable those not present to listen in) and
provided an opportunity for shareholders to interact with the
Board and have any questions answered. All Board members
attended the 2025 AGM in person, with Kiet Huynh delivering
a presentation to shareholders.
• The Board Chair and Chairs of each of our Board Committees
welcome engagement with shareholders on any matters
within their remit.
• We host an annual engagement webinar for our private
individual investors, which includes a moderated Q&A session.
The 2025 webinar was hosted by Kiet Huynh and our Investor
Relations Director.
• For our employee shareholders, we also offer internal
communication channels.
I
Investors
• In 2025, our Chair, Chief Executive Officer, Chief Financial Officer and Investor
Relations Director attended over 130 meetings with more than140 separate
institutions globally.
• Rotork returned £50m to shareholders via a share buyback programme, which
ran from April to October 2025. A further £50m share buyback programme
commenced in November 2025.
• Continued with the delivery of a progressive dividend policy. Subject to
shareholder approval, the total ordinary dividend for 2025 will be 8.30p per
ordinary share, representing a7.1% year-on-year increase.
• The Growth+ strategy is delivering, with revenue 3.7% higher year-on-year on
an OCC basis. The Group order intake also increased by 6.0% year-on-year on
an OCC basis.
• All resolutions were passed at the 2025 AGM, with votes in favour ranging from
88.95% to 99.99%.
• Following the remuneration engagement meetings, we included additional
disclosures within the proposed 2026 Remuneration Policy and wider
Remuneration Report.
• Our Chair, Chief Executive Officer, Chief Financial
Officer and Investor Relations Director regularly
communicate with existing and potential shareholders.
• The 2025 AGM provided an opportunity for the Board
tointeract with shareholders (including individual and
employee shareholders) and to answer any questions.
• Our Chair and Chair of our Remuneration Committee
engaged directly via face-to-face and virtual meetings
with shareholders and proxy advisory bodies on the
proposed enhancements to our 2026 remuneration Policy.
• The views expressed by shareholders, potential
investors and the investment community are shared
atBoard meetings and with the relevant Board
Committees, enabling the directors to take these
viewsintoaccount in decision making.
• The Board understands shareholders’ need for return
on investment and approved progressive interim and
final dividends based on the Company’s profits.
• The Investor Relations Director provided the Board
with regular updates on market sentiment and investor
perspectives including detailed feedback from the
results roadshows.
• Continue to offer an extensive
investor engagement programme,
covering our full range of
shareholders. This will continue
to include further information
on the implementation of our
Growth+ strategy and provide
forums within which investors
can have their questions
answered and views heard.
• Continue to provide clear
reporting on the Company’s
performance.
• Over 130 investor
meetings with more
than140 separate
institutions globally.
• Subject to
shareholder approval
of the 2025 final
dividend, the total
dividend for 2025
will be 8.3p per
ordinaryshare.
• £50m cash
returnedduring
asharebuyback
programme, with
afurther £50m
programme
currentlyunderway.
Chief Executive Officer’s
Statement: page 8
Financial Review: page24
Highlights of 2025:
page 1
Business model: page 18
Investment case: page 5
Sustainability Review:
page 28
Corporate Governance
Report: page 78
Share register
information: page 205
Stakeholder engagement continued
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025101
Our Section 172(1) statement continued
Stakeholders and relevant Section
172(1) clause Stakeholders’ material issues Why we engage How we engage Outcomes of our engagement during 2025 Board engagement
Priorities for engagement
during 2026
Measurements/
metrics Further information
E
Employees
We have over 3,500 employees,
working worldwide through a
network of offices and
manufacturing facilities.
S.172(1)(b) The interests of the
Company’s employees.
• Equality, fairness, recognition and
reward in the workplace.
• Clear communications and
engagement on business changes that
may affect them.
• A cultural DNA that is authentic
toRotork and supports its
long-termsuccess.
• Career development and progression.
• A continued focus on wellbeing,
health and safety and the
workingenvironment.
• Our people embody our cultural DNA and
behaviours, and are critical for the continued
delivery of our Growth+ strategy.
• The safety of our people remains paramount and
our vision for health and safety is to achieve
zeroharm.
• We ensure our employees are informed about
business changes that may affect them.
• We continue to develop, attract and retain
talented people.
• We communicate with our employees via a variety of channels
that promote open discussion and feedback. These include
our employee engagement survey, employee forums, town
halls hosted by our Chief Executive Officer, Chief Financial
Officer and other members of the senior management team,
skip level meetings, our global network of Culture Champions,
our colleague recognition portal, our Company intranet,
online collaboration tools, factory and product tours, annual
personal development reviews and our working@rotork
emailchannel.
• Vanessa Simms, Rotork’s designated Non-executive Director
for Workforce Engagement during 2025, brought the views of
employees into the boardroom. This included any direct
suggestions that Vanessa had received via the Board’s
engagement activities.
E
Employees
• The foundational work we undertook with employees in 2024 facilitated the
evolution of our cultural DNA.
• We embedded our cultural DNA and behaviours into our performance
management approach.
• We launched our People Manager Programme to over 500 people managers
globally, to engage them on our DNA and develop their skills in alignment with
our behaviours.
• We continued our externally facilitated employee engagement survey, enabling
usto measure progress and benchmark employees’ feedback with our peers.
• Feedback from the engagement survey was shared and teams are working
onbespoke action plans.
• We maintained our ‘Fair Pay’ commitment and are accredited as a Living Wage
Employer by the Living Wage Foundation.
• We continued our support of World Mental Health Day and participated
inInternational Wellbeing Week.
• Our learning management system provides 105 on-demand courses,
70ofwhichare multi-lingual.
• We continue to build our Early Careers Programmes through the Rotork Service
Academy, which now has 20 apprentice field service engineers. Our second
cohort of graduates completed the Graduate Programme, with eight new
graduates joining in 2025.
• All Board members engaged directly with employees
during 2025, with eight different site visits undertaken
globally by either our Chair or a non-executive
director, including in the US, China, South Korea,
Chileand Sweden.
• Kiet Huynh and Ben Peacock hosted two all-employee
town halls, which included live and interactive Q&As,
alongside 11 different site visits globally and multiple
employee engagement initiatives.
• Vanessa Simms, as the designated Non-executive
Director for Workforce Engagement, brought the voice
of employees to the boardroom.
• Vanessa Simms met with our Graduate Programme cohort.
• Svein-Richard Brandtzæg met with Bath-based
employees to understand their experiences at Rotork.
• The Board received multiple updates from the Group
Chief Human Resources & Sustainability Officer over
the course of 2025.
• Board reports include updates on employee
engagement.
• In October 2025, the Board toured the Bath facility
taking the opportunity to engage with employees.
• Continue to ensure that our
employees understand our
Growth+ strategy and their
rolein helping to deliver it.
• Continue to progress with our
cultural initiatives and embedding
our cultural DNA, to support the
Group’s long-term success.
• Continue to enhance engagement
through learnings from our
employee engagement survey
and bespoke local action plans.
• Continue to develop and grow
our people’s skills and capabilities
through initiatives such as the
People Manager Programme,
building further learning and
development support for all.
• Continue to embed our cultural
behaviours into how we approach
talent and performance.
• Over 800 employees
involved in cultural
initiatives.
• 86% response rate
to employee
engagement survey.
• TRIR 2025: 0.24.
• Eight graduates in
the2025 cohort
enrolled on the
Graduate
andInternship
Programme.
• 80 Culture
Champions
appointed.
Workforce engagement
inaction: page 94
Evolving our culture:
page16
Gender Pay Report:
page 53
Diversity statistics:
page 53
People and Culture
section in Sustainability
Review: page 50
S
Suppliers
Our suppliers include all third
parties that provide goods or
services to the Group. This includes
all suppliers, contractors and
consultants. We also appoint
brokers and engage corporate
advisers across a range of
professional disciplines.
S.172(1)(c) The need to foster the
Company’s business relationships
with suppliers, customers
andothers.
S.172(1)(e) The desirability of
theCompany maintaining a
reputation for high standards
ofbusiness conduct.
• Creating and maintaining mutually
strong business relationships, via fair
procurement, ordering and
contracting processes and
timelypayments.
• Clear and accessible information
about our required technical
specifications, guidance, policies and
standards. For example, the Supplier
Code of Conduct and our terms and
conditions for the purchase of goods
and supply of services to us.
• Working together collaboratively. For
example, on newproduct innovations,
more economically efficient designs
and sustainability goals.
• A commitment to ensuring that
weremain mutually vigilant to the
risks related to modern slavery and
human trafficking inthe wider supply
chain, and that we provide a route
toraise any concerns in an
appropriatemanner.
• Our suppliers play an integral role in our ability to
continue to deliver products and services to our
customers. We generally operate an assembly-only
philosophy, meaning that the majority of the
components inour products come from our suppliers.
• We value strong working relationships with
oursuppliers and regular engagement ensures
thisis underpinned by clear and open two-way
communication.
• Effective engagement with direct suppliers
helpsto enable a well-integrated supply chain and
better inventory management.
• We work closely with suppliers in relation to our
Scope 3 emissions and support them in their own
sustainability journeys.
• Our products can have complex certification and
compliance requirements. Hands-on, regular
engagement enables suppliers to understand
these requirements and meet our specifications.
• As we develop new and enhanced products,
wework closely with suppliers to gather their
Design for Manufacture feedback, driving
innovation together.
• We carry out on-site audits of key and high-risk
suppliers, which focus on their social, environmental
and ethical conduct, alongside their technical
andoperational capabilities.
• Our procurement function engages with our strategic suppliers
in strategic business reviews, while our regional and site level
supply chain and Procurement teams provide operational
levelengagement.
• In support of our important net-zero target for 2045,
weengage directly with the suppliers which make up the
largest share of our Scope 3 (Purchased goods and services)
emissions. Our approach includes issuing awareness letters,
one-to-one meetings and requesting that these suppliers
calculate and report their emissions to us, while also setting
their own emissions reduction targets.
• We use supplier sustainability software to manage our
suppliers becoming a signatory to our Supplier Code
ofConduct and track other compliance declarations
andreporting.
• Our Quality Assurance teams visit suppliers for initial
assessment, onboarding and re-evaluation and to complete
product development and continuous improvement activities.
• Our Supplier Code of Conduct and Speak Up Policy apply to
our suppliers, encourage them to raise concerns with us and
outline our commitment to conduct our business with
openness, integrity and fairness.
S
Suppliers
• In May 2025, we hosted the Asia-Pacific Supplier Conference in China which
brought together 50 key partners across the region. This included an engaging
Q&A session and a tour of our new facility.
• We continued to conduct audits against our Supplier Code of Conduct and
technical requirements. This resulted in several suppliers making measurable
improvements in their health and safety, ESG practices and technical
performance.
• We restated our request for emissions reporting in writing and held one-to-one
meetings with suppliers on this.
• We conducted more detailed ESG site audits on more of our suppliers, utilising
our supplier sustainability software.
• We continue to engage with our global supply chain, to ensure that we are
working together to prevent modern slavery and human trafficking in the wider
supply chain.
• We continue to forecast our component requirements and proactively work with
our supply chain partners to reduce our supply chain disruption risk.
• We worked with suppliers to drive quality and continually improve
manufacturing processes that minimise the risk of in-field product failure.
• Interaction with suppliers remains an important topic
in Board discussions. The Board receives updates on
suppliers from the executive directors and
RMBmembers.
• In March 2025, the Board was updated on the
prevailing procedures and policies in place to prevent
and detect modern slavery and human trafficking
within our supply chain. As part of this, the Board
approved the 2025 Modern Slavery Statement,
whichis available on our corporate website.
• In March 2025, the Safety and Sustainability
Committee and Board reviewed and approved
enhancements to our Supplier Code of Conduct.
• Progress against our Scope 3 emissions
reductiontarget and our approach to engaging
withsuppliers was reported to the Safetyand
Sustainability Committee.
• Continue to strengthen
relationships with existing
andnew suppliers.
• Increase the number of
suppliers engaged under
long-term agreements, to
mitigate against potential
supply chain risks.
• Continue with our supplier
engagement programme,
including on the measurement
of their emissions and sharing
this with us. We are targeting
that 25% of suppliers (by
estimated emissions) will
haveset SBTi targets by 2027.
• 199 supplier
duediligence
assessments
undertaken.
• 1,034 suppliers
completed modules
on our supplier
sustainability platform.
• We measure
eachsupplier’s
on-timedelivery and
quality performance.
Divisional Review:
page21
Sustainability Review:
page 28
Our Supplier Code of
Conduct: www.rotork.
com/en/about-us/terms-
and-conditions/suppliers/
supplier-code-of-conduct
Rotork’s 2025 Modern
SlaveryStatement:
www.rotork.com/en/
investors/modern-
slavery-statement
Our Code of Conduct:
www.rotork.com/en/
sustainability/esg-
reports-and-policies/
rotork-code-of-conduct
Stakeholder engagement continued
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com102
Our Section 172(1) statement continued
Stakeholders and relevant Section
172(1) clause Stakeholders’ material issues Why we engage How we engage Outcomes of our engagement during 2025 Board engagement
Priorities for engagement
during 2026
Measurements/
metrics Further information
E
Employees
We have over 3,500 employees,
working worldwide through a
network of offices and
manufacturing facilities.
S.172(1)(b) The interests of the
Company’s employees.
• Equality, fairness, recognition and
reward in the workplace.
• Clear communications and
engagement on business changes that
may affect them.
• A cultural DNA that is authentic
toRotork and supports its
long-termsuccess.
• Career development and progression.
• A continued focus on wellbeing,
health and safety and the
workingenvironment.
• Our people embody our cultural DNA and
behaviours, and are critical for the continued
delivery of our Growth+ strategy.
• The safety of our people remains paramount and
our vision for health and safety is to achieve
zeroharm.
• We ensure our employees are informed about
business changes that may affect them.
• We continue to develop, attract and retain
talented people.
• We communicate with our employees via a variety of channels
that promote open discussion and feedback. These include
our employee engagement survey, employee forums, town
halls hosted by our Chief Executive Officer, Chief Financial
Officer and other members of the senior management team,
skip level meetings, our global network of Culture Champions,
our colleague recognition portal, our Company intranet,
online collaboration tools, factory and product tours, annual
personal development reviews and our working@rotork
emailchannel.
• Vanessa Simms, Rotork’s designated Non-executive Director
for Workforce Engagement during 2025, brought the views of
employees into the boardroom. This included any direct
suggestions that Vanessa had received via the Board’s
engagement activities.
E
Employees
• The foundational work we undertook with employees in 2024 facilitated the
evolution of our cultural DNA.
• We embedded our cultural DNA and behaviours into our performance
management approach.
• We launched our People Manager Programme to over 500 people managers
globally, to engage them on our DNA and develop their skills in alignment with
our behaviours.
• We continued our externally facilitated employee engagement survey, enabling
usto measure progress and benchmark employees’ feedback with our peers.
• Feedback from the engagement survey was shared and teams are working
onbespoke action plans.
• We maintained our ‘Fair Pay’ commitment and are accredited as a Living Wage
Employer by the Living Wage Foundation.
• We continued our support of World Mental Health Day and participated
inInternational Wellbeing Week.
• Our learning management system provides 105 on-demand courses,
70ofwhichare multi-lingual.
• We continue to build our Early Careers Programmes through the Rotork Service
Academy, which now has 20 apprentice field service engineers. Our second
cohort of graduates completed the Graduate Programme, with eight new
graduates joining in 2025.
• All Board members engaged directly with employees
during 2025, with eight different site visits undertaken
globally by either our Chair or a non-executive
director, including in the US, China, South Korea,
Chileand Sweden.
• Kiet Huynh and Ben Peacock hosted two all-employee
town halls, which included live and interactive Q&As,
alongside 11 different site visits globally and multiple
employee engagement initiatives.
• Vanessa Simms, as the designated Non-executive
Director for Workforce Engagement, brought the voice
of employees to the boardroom.
• Vanessa Simms met with our Graduate Programme cohort.
• Svein-Richard Brandtzæg met with Bath-based
employees to understand their experiences at Rotork.
• The Board received multiple updates from the Group
Chief Human Resources & Sustainability Officer over
the course of 2025.
• Board reports include updates on employee
engagement.
• In October 2025, the Board toured the Bath facility
taking the opportunity to engage with employees.
• Continue to ensure that our
employees understand our
Growth+ strategy and their
rolein helping to deliver it.
• Continue to progress with our
cultural initiatives and embedding
our cultural DNA, to support the
Group’s long-term success.
• Continue to enhance engagement
through learnings from our
employee engagement survey
and bespoke local action plans.
• Continue to develop and grow
our people’s skills and capabilities
through initiatives such as the
People Manager Programme,
building further learning and
development support for all.
• Continue to embed our cultural
behaviours into how we approach
talent and performance.
• Over 800 employees
involved in cultural
initiatives.
• 86% response rate
to employee
engagement survey.
• TRIR 2025: 0.24.
• Eight graduates in
the2025 cohort
enrolled on the
Graduate
andInternship
Programme.
• 80 Culture
Champions
appointed.
Workforce engagement
inaction: page 94
Evolving our culture:
page16
Gender Pay Report:
page 53
Diversity statistics:
page 53
People and Culture
section in Sustainability
Review: page 50
S
Suppliers
Our suppliers include all third
parties that provide goods or
services to the Group. This includes
all suppliers, contractors and
consultants. We also appoint
brokers and engage corporate
advisers across a range of
professional disciplines.
S.172(1)(c) The need to foster the
Company’s business relationships
with suppliers, customers
andothers.
S.172(1)(e) The desirability of
theCompany maintaining a
reputation for high standards
ofbusiness conduct.
• Creating and maintaining mutually
strong business relationships, via fair
procurement, ordering and
contracting processes and
timelypayments.
• Clear and accessible information
about our required technical
specifications, guidance, policies and
standards. For example, the Supplier
Code of Conduct and our terms and
conditions for the purchase of goods
and supply of services to us.
• Working together collaboratively. For
example, on newproduct innovations,
more economically efficient designs
and sustainability goals.
• A commitment to ensuring that
weremain mutually vigilant to the
risks related to modern slavery and
human trafficking inthe wider supply
chain, and that we provide a route
toraise any concerns in an
appropriatemanner.
• Our suppliers play an integral role in our ability to
continue to deliver products and services to our
customers. We generally operate an assembly-only
philosophy, meaning that the majority of the
components inour products come from our suppliers.
• We value strong working relationships with
oursuppliers and regular engagement ensures
thisis underpinned by clear and open two-way
communication.
• Effective engagement with direct suppliers
helpsto enable a well-integrated supply chain and
better inventory management.
• We work closely with suppliers in relation to our
Scope 3 emissions and support them in their own
sustainability journeys.
• Our products can have complex certification and
compliance requirements. Hands-on, regular
engagement enables suppliers to understand
these requirements and meet our specifications.
• As we develop new and enhanced products,
wework closely with suppliers to gather their
Design for Manufacture feedback, driving
innovation together.
• We carry out on-site audits of key and high-risk
suppliers, which focus on their social, environmental
and ethical conduct, alongside their technical
andoperational capabilities.
• Our procurement function engages with our strategic suppliers
in strategic business reviews, while our regional and site level
supply chain and Procurement teams provide operational
levelengagement.
• In support of our important net-zero target for 2045,
weengage directly with the suppliers which make up the
largest share of our Scope 3 (Purchased goods and services)
emissions. Our approach includes issuing awareness letters,
one-to-one meetings and requesting that these suppliers
calculate and report their emissions to us, while also setting
their own emissions reduction targets.
• We use supplier sustainability software to manage our
suppliers becoming a signatory to our Supplier Code
ofConduct and track other compliance declarations
andreporting.
• Our Quality Assurance teams visit suppliers for initial
assessment, onboarding and re-evaluation and to complete
product development and continuous improvement activities.
• Our Supplier Code of Conduct and Speak Up Policy apply to
our suppliers, encourage them to raise concerns with us and
outline our commitment to conduct our business with
openness, integrity and fairness.
S
Suppliers
• In May 2025, we hosted the Asia-Pacific Supplier Conference in China which
brought together 50 key partners across the region. This included an engaging
Q&A session and a tour of our new facility.
• We continued to conduct audits against our Supplier Code of Conduct and
technical requirements. This resulted in several suppliers making measurable
improvements in their health and safety, ESG practices and technical
performance.
• We restated our request for emissions reporting in writing and held one-to-one
meetings with suppliers on this.
• We conducted more detailed ESG site audits on more of our suppliers, utilising
our supplier sustainability software.
• We continue to engage with our global supply chain, to ensure that we are
working together to prevent modern slavery and human trafficking in the wider
supply chain.
• We continue to forecast our component requirements and proactively work with
our supply chain partners to reduce our supply chain disruption risk.
• We worked with suppliers to drive quality and continually improve
manufacturing processes that minimise the risk of in-field product failure.
• Interaction with suppliers remains an important topic
in Board discussions. The Board receives updates on
suppliers from the executive directors and
RMBmembers.
• In March 2025, the Board was updated on the
prevailing procedures and policies in place to prevent
and detect modern slavery and human trafficking
within our supply chain. As part of this, the Board
approved the 2025 Modern Slavery Statement,
whichis available on our corporate website.
• In March 2025, the Safety and Sustainability
Committee and Board reviewed and approved
enhancements to our Supplier Code of Conduct.
• Progress against our Scope 3 emissions
reductiontarget and our approach to engaging
withsuppliers was reported to the Safetyand
Sustainability Committee.
• Continue to strengthen
relationships with existing
andnew suppliers.
• Increase the number of
suppliers engaged under
long-term agreements, to
mitigate against potential
supply chain risks.
• Continue with our supplier
engagement programme,
including on the measurement
of their emissions and sharing
this with us. We are targeting
that 25% of suppliers (by
estimated emissions) will
haveset SBTi targets by 2027.
• 199 supplier
duediligence
assessments
undertaken.
• 1,034 suppliers
completed modules
on our supplier
sustainability platform.
• We measure
eachsupplier’s
on-timedelivery and
quality performance.
Divisional Review:
page21
Sustainability Review:
page 28
Our Supplier Code of
Conduct: www.rotork.
com/en/about-us/terms-
and-conditions/suppliers/
supplier-code-of-conduct
Rotork’s 2025 Modern
SlaveryStatement:
www.rotork.com/en/
investors/modern-
slavery-statement
Our Code of Conduct:
www.rotork.com/en/
sustainability/esg-
reports-and-policies/
rotork-code-of-conduct
Stakeholder engagement continued
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025103
Our Section 172(1) statement continued
Stakeholders and relevant Section
172(1) clause Stakeholders’ material issues Why we engage How we engage Outcomes of our engagement during 2025 Board engagement
Priorities for engagement
during 2026
Measurements/
metrics Further information
CO
Communities
We define our communities as the
people and organisations in areas
where we have a physical presence,
such as local residents, businesses,
schools and charities.
S.172(1)(d) The impact of the
Company’s operations on the
community and the environment.
• Understanding the differing needsand
priorities of our local communities and
how we can bestsupport them.
• Providing local employment
opportunities and investment
tohelpcommunities thrive.
• Creating positive environmental
andsocialimpact enabling a
sustainable future.
• Our core purpose of ‘keeping the world flowing
for future generations’ recognises the role we play
in creating greater places to live and improving the
communities in which we operate.
• One of our sustainability framework pillars is to
make a positive impact tosupport thriving and
resilient communities and operate responsibly
within them.
• Through our charity fundraising, our sites are able
to make donations directly to their local
communities and thereby make adifference where
it’s most needed.
• We make a positive social impact by being a good
corporate citizen and paying our taxes to contribute
to society in the countries in which we operate.
• We understand the importance in recruiting and
retaining diverse talent from our local communities.
• We engage positively with our local communities by investing
in job creation, using local talent and supply chains where
viable, paying our taxes and helping to support the wider
communities in which weoperate.
• We consider the impacts of our business decisions carefully,
including potential social impacts.
• We partner with two global charities, Pump Aid and
Renewable World. We also make donations to the Rotork
Benevolent Support, which offers support to employees and
ex-employees and their families facing financial hardship.
• We support our local communities in a number of ways,
including charitable giving and volunteering our time in
aidoflocal projects.
• In addition to Rotork’s global charity partners, the charity
committees at Rotork’s local sites support community causes
that are expressed as important or meaningful to our
locally-based employees.
CO
Communities
• In 2025, our teams supported a wide range of initiatives from education and
innovation to health and wellbeing. Examples include donations of equipment to
schools in China and of toys to children in need across America. Our colleagues
in Australia supported Red Nose Day, while our Bath teams showcased their
baking skills to support Macmillan Cancer Support. We sponsored Team Bath
Racing Electric (from the University of Bath) to design and build an openwheel
racing car, which competed at the university’s Formula Student competition.
• Grants totalling £22,000 were made to those in need via the Rotork Benevolent
Support in 2025.
• Our employees actively volunteer in their communities. In Hong Kong,
employees served food at a local shelter, while in Bath, our Business
Transformation team collected non-perishable goods and prepared food for
residents of a local hostel.
• Many of our teams took part in charity runs, raising both awareness and funds.
• Rotork’s Board maintains an active interest in the
social aspects of the operational business and the
Chief Executive Officer provides regular reporting
onhealth and safety to the Board.
• The Safety and Sustainability Committee assists the
Board in overseeing the execution of the Company’s
sustainability and social strategy and monitoring
itsprogress.
• The Safety and Sustainability Committee received
regular updates from the Group Chief Human
Resources & Sustainability Officer on the various
socialinitiatives taking place across the Group. These
covered areas such as employee wellbeing and mental
health, charity support and community engagement.
• The Safety and Sustainability Committee reviewed and
supported the 2025 activities of the Rotork Benevolent
Support.
• The Safety and Sustainability Committee Chair updates
the Board on the key issues covered following each
Committee meeting.
• Continue to ensure our
charitable partnerships have a
positive social impact, aligned
toour purpose and the UN
Sustainable Development Goals
we have identified to support.
• Continue to support our
employees incontributing to
local causes close to their hearts.
• Continue to help drive and
demonstrate progress in
ourbroader safety and
sustainability agenda.
• Continue to strengthen the
relationship with Pump Aid
andsupport its vitalwork.
• £160,000 donated to
our global partner
charities in 2025.
• £39m total
corporation tax paid
in 2025.
Sustainability Review:
page 28
Our social contribution:
page 54
Sustainability Reports
and policies: www.
rotork.com/en/investors/
diversity-and-inclusion
Making a positive impact
section of our website:
www.rotork.com/
en/sustainability/
social-impact
Stakeholder engagement continued
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com104
Our Section 172(1) statement continued
Stakeholders and relevant Section
172(1) clause Stakeholders’ material issues Why we engage How we engage Outcomes of our engagement during 2025 Board engagement
Priorities for engagement
during 2026
Measurements/
metrics Further information
CO
Communities
We define our communities as the
people and organisations in areas
where we have a physical presence,
such as local residents, businesses,
schools and charities.
S.172(1)(d) The impact of the
Company’s operations on the
community and the environment.
• Understanding the differing needsand
priorities of our local communities and
how we can bestsupport them.
• Providing local employment
opportunities and investment
tohelpcommunities thrive.
• Creating positive environmental
andsocialimpact enabling a
sustainable future.
• Our core purpose of ‘keeping the world flowing
for future generations’ recognises the role we play
in creating greater places to live and improving the
communities in which we operate.
• One of our sustainability framework pillars is to
make a positive impact tosupport thriving and
resilient communities and operate responsibly
within them.
• Through our charity fundraising, our sites are able
to make donations directly to their local
communities and thereby make adifference where
it’s most needed.
• We make a positive social impact by being a good
corporate citizen and paying our taxes to contribute
to society in the countries in which we operate.
• We understand the importance in recruiting and
retaining diverse talent from our local communities.
• We engage positively with our local communities by investing
in job creation, using local talent and supply chains where
viable, paying our taxes and helping to support the wider
communities in which weoperate.
• We consider the impacts of our business decisions carefully,
including potential social impacts.
• We partner with two global charities, Pump Aid and
Renewable World. We also make donations to the Rotork
Benevolent Support, which offers support to employees and
ex-employees and their families facing financial hardship.
• We support our local communities in a number of ways,
including charitable giving and volunteering our time in
aidoflocal projects.
• In addition to Rotork’s global charity partners, the charity
committees at Rotork’s local sites support community causes
that are expressed as important or meaningful to our
locally-based employees.
CO
Communities
• In 2025, our teams supported a wide range of initiatives from education and
innovation to health and wellbeing. Examples include donations of equipment to
schools in China and of toys to children in need across America. Our colleagues
in Australia supported Red Nose Day, while our Bath teams showcased their
baking skills to support Macmillan Cancer Support. We sponsored Team Bath
Racing Electric (from the University of Bath) to design and build an openwheel
racing car, which competed at the university’s Formula Student competition.
• Grants totalling £22,000 were made to those in need via the Rotork Benevolent
Support in 2025.
• Our employees actively volunteer in their communities. In Hong Kong,
employees served food at a local shelter, while in Bath, our Business
Transformation team collected non-perishable goods and prepared food for
residents of a local hostel.
• Many of our teams took part in charity runs, raising both awareness and funds.
• Rotork’s Board maintains an active interest in the
social aspects of the operational business and the
Chief Executive Officer provides regular reporting
onhealth and safety to the Board.
• The Safety and Sustainability Committee assists the
Board in overseeing the execution of the Company’s
sustainability and social strategy and monitoring
itsprogress.
• The Safety and Sustainability Committee received
regular updates from the Group Chief Human
Resources & Sustainability Officer on the various
socialinitiatives taking place across the Group. These
covered areas such as employee wellbeing and mental
health, charity support and community engagement.
• The Safety and Sustainability Committee reviewed and
supported the 2025 activities of the Rotork Benevolent
Support.
• The Safety and Sustainability Committee Chair updates
the Board on the key issues covered following each
Committee meeting.
• Continue to ensure our
charitable partnerships have a
positive social impact, aligned
toour purpose and the UN
Sustainable Development Goals
we have identified to support.
• Continue to support our
employees incontributing to
local causes close to their hearts.
• Continue to help drive and
demonstrate progress in
ourbroader safety and
sustainability agenda.
• Continue to strengthen the
relationship with Pump Aid
andsupport its vitalwork.
• £160,000 donated to
our global partner
charities in 2025.
• £39m total
corporation tax paid
in 2025.
Sustainability Review:
page 28
Our social contribution:
page 54
Sustainability Reports
and policies: www.
rotork.com/en/investors/
diversity-and-inclusion
Making a positive impact
section of our website:
www.rotork.com/
en/sustainability/
social-impact
Stakeholder engagement continued
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025105
Our Section 172(1) statement continued
Safety and Sustainability
Committee report
Andrew Heath
Chair of the Safety and Sustainability Committee
“ I am pleased to present the Committee’s
report for 2025 – a year where both safety
and sustainability remained major focus
areas for Rotork. The Committee (on behalf
of the Board) continues to oversee the
implementation of Rotork’s safety and
sustainability frameworks, which together
support the Company’s long-term success
and core purpose of keeping the world
flowing for future generations.”
Andrew Heath
Chair of the Safety and Sustainability Committee
The current members of the Safety
andSustainability Committee are:
• Andrew Heath (Committee Chair) (member
and Committee Chair since May 2024);
• Karin Meurk-Harvey (member since
September 2021);
• Vanessa Simms (member since June 2024); and
• Janice Stipp (member since January 2025).
Committee role and responsibilities
The main role of the Committee is to oversee the
Company’s safety and sustainability strategy in
order to promote its long-term success. On
behalf of the Board, the Committee oversees the
progress being made towards our core purpose
of keeping the world flowing for future
generations and our health and safety vision
of zero harm.
At each Committee meeting, the Committee
undertakes a deep dive into a safety or sustainability
strategic focus area. The strategic deep dives
for 2025 were: the health and safety strategy;
progress against our Science Based Targets
initiative (SBTi) validated greenhouse gas (GHG)
emissions reduction targets; and a review of
activities to enhance product sustainability
and the management of sustainability issues
in Rotork’s supply chain.
The Committee’s responsibilities include:
• overseeing the Company’s strategic safety
and sustainability frameworks to ensure
Rotork continues to make progress in
working towards the UN Sustainable
Development Goals (SDGs) it seeks to
alignwith;
• overseeing the Company’s approach
tosafety across its operations;
• overseeing the Company’s net-zero strategy.
This includes oversight of workstreams to
achieve the Company’s commitments,
which are to target an absolute reduction
in Scope 1 and 2 emissions by 42% (as
against the 2020 baseline year) and an
absolute reduction in Scope 3 emissions
(Use of sold products) by 25% by 2030
(both as against the 2020 baseline year),
alongside becoming net-zero for Scope 1
and 2 by 2035 and for Scope 3 by 2045;
• providing strategic guidance on the
Company’s sustainability communications
approach, to ensure it aligns with the
Growth+ strategy;
• reviewing the content of the Company’s
sustainability-related disclosures, to
ensurecompliance with applicable laws
and regulations;
• closely liaising with the Remuneration
Committee to recommend safety and
sustainability targets that are aligned with the
Growth+ strategy for incentive purposes.
Thisis to enable the Remuneration Committee
to discharge its responsibility in determining
the performance targets, measures and
metrics, and their related terms;
• liaising with the Audit Committee in relation
to its oversight of any external assurance
regarding any ESG-related metrics (including
those that link through to remuneration);
• reviewing and recommending to the Board
for approval Company policies relevant to the
Committee’s scope; and
• overseeing the Company’s social impact,
including charitable activities.
Further reading:
Sustainability Review: page 28
Sustainability Reports and policies: www.rotork.
com/en/sustainability/esg-reports-and-policies
The terms of reference for the Safety and
Sustainability Committee were last reviewed
in October 2025. A copy of the current terms of
reference is published on Rotork’s website at:
www.rotork.com/en/investors/committees
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com106
Safety and Sustainability Committee report
initiatives across the Group. During 2025,
theCommittee also maintained oversight of
thesustainability reporting regulations (as they
relate to Rotork) and requirements for third-party
assurance of Rotork’s sustainability data disclosures.
Recognising the evolving nature of the sustainability
regulatory and reporting landscape, a bespoke
training session was delivered to the whole
Board on this topic during the year. The key
areas of focus for the Committee during the
year are described below.
Review of the safety strategy
Rotork’s vision for health and safety remains that
of zero harm and the safety of all our
employees, partners and visitors. This is a key
priority for the Board.
At its March meeting, the Committee reviewed
the health and safety strategy to ensure its
continued alignment with the overall Growth+
strategy. We were pleased to see the actions
and projects undertaken by management in
relation to health and safety across the regions
within which Rotork has an operational
presence and its future planned activities.
Our sustainability framework
Rotork’s sustainability framework has three designated pillars. Each pillar is aligned with specific UN Sustainable Development Goals (SDGs) and
targets relevant to Rotork’s business. The three pillars are set out below, along with full details about each pillar and the targets that Rotork has
setto work towards each pillar’s mission. Details about which UN SDGs are aligned with each pillar is set out in more detail within the
Sustainability Report on pages 28 to 57.
Operating
responsibly
Our mission: to run safe, efficient
and sustainable operations.
Enabling a
sustainablefuture
Our mission: to help drive the
transition to a cleaner future,
whereenvironmental resources
areused responsibly.
Making a positive
socialimpact
Our mission: to support thriving,
fair and resilient communities.
The Committee is kept updated on activities
within the business to continually embed and
enhance our ‘safety first’ culture with employees.
This includes updates on training for all employees
as part of the Company’s learning-led culture.
At each meeting during the year, the Committee
received updates on the Group’s performance
against the key safety metrics that have been
established within the safety strategy. This
included a review of the Group’s 2025 total
recordable incident rate (TRIR), which was 0.24
(2024: 0.22) and the 2025 lost time injury rate
(LTIR), which was 0.08 (2024: 0.08). As part of
the strategic deep dive in March, the Committee
and I also reviewed the initiatives that were
being put in place as part of the journey
towards zeroharm, to continually improve
training and proactively manage our health and
safety risks.
Carbon emissions reduction targets
andnet-zero commitments
As part of Rotork’s contribution towards
alow-carbon economy, in 2021 Rotork set
targets to reduce carbon emissions, with the
Scope 1, 2 and 3 emissions reduction targets
being validated by the SBTi. The targets are:
• an absolute reduction in Scope 1 and 2
(market-based) emissions by 42%, as against
the 2020 baseline year;
• an absolute reduction in Scope 3 emissions
(Use of sold products) by 25% by 2030, as
against the 2020 baseline year; and
• net-zero for Scope 1 and 2 by 2035 and for
Scope 3 by 2045.
At each meeting during 2025, the Committee
reviewed progress on Rotork’s Scope 1 and 2
target and the operational workstreams being
undertaken across the Group. The Committee
reviewed the implementation of energy
efficiency projects, investment in on-site
renewable generation and resource efficiency
at Rotork’s facilities globally.
How the Committee operates
The Committee currently comprises
fourindependent non-executive directors.
Ihaveheld the position of Committee Chair
since 1May 2024. Vanessa Simms joined the
Committeeshortly thereafter on 21 June 2024.
Karin Meurk-Harvey has been a member of the
Committee since 13 September 2021. Janice Stipp,
Chair of the Audit Committee, was appointed
as a member of the Committee with effect
from 1 January 2025. This provides additional
continuity between the Committee’s reporting
responsibilities and the Audit Committee’s
responsibilities, for the assurance of sustainability
reporting and disclosures. Karin’s and my
memberships of the Remuneration Committee
enable a close connection on safety and
sustainability matters relating to remuneration,
such as target setting for incentive schemes.
The Committee met formally three times
during2025. Details of each member’s
attendance at the meetings is provided on
page91. Members of the Committee also hold
discussions (as required) outside of the formal
meetings. The Board Chair, the Chief Executive
Officer, the Group Chief Human Resources &
Sustainability Officer, the Operations Excellence
Director, the Head of ESG & Sustainability, and
the Global Head of HSE attended Committee
meetings by invitation. The Group General
Counsel & Company Secretary acted as secretary
to the Committee. As Committee Chair I report
to the Board on the key issues covered at
eachmeeting.
Activities of the Committee during the year
On behalf of the Board, the Committee oversaw
the Company’s safety and sustainability strategic
plans, targets and related initiatives. The Committee
received updates from the executive team on
the progress made towards the aims of each of
Rotork’s three sustainability pillars. The Committee
meetings captured reviews of ongoing safety
initiatives, emissions reduction plans, and
community engagement and charitable
Read more on page 33 Read more on page 45 Read more on page 49
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025107
Safety and Sustainability Committee report continued
Activities of the Committee during the year
continued
Carbon emissions reduction targets and
net-zero commitments continued
This included a review of the range of energy
efficiency measures that were piloted in 2025
at our facility in Manchester (UK) (such as
voltage optimisation, the installation of a
building management system and smart
metering), the reduction in emissions driven by
the installation of 444 kWp solar photovoltaic
(PV) panels at our facility in Lucca (Italy) and the
increased use of renewable power certificates
across operations in Europe.
As a result of the variety of initiatives undertaken
throughout the Group since the carbon emission
reduction targets were originally set in 2021,
the Committee was pleased to receive confirmation
(following the independent assurance process
that was undertaken and the review of the
assurance report then undertaken by the Audit
Committee) that Rotork had achieved its absolute
42% reduction in Scope 1 and 2 emissions target
five years early during 2025. Scope 1 and 2
emissions decreased 9% year-on-year and by
43% overall when compared against our 2020
baseline year.
Reflecting our future sustainability ambitions,
following a recommendation by management,
the Committee approved and recommended to
the Board that Rotork’s ambitions were raised
and that the existing target be stretched. The
Board approved the more challenging stretch
target of a 60% absolute reduction in Scope 1
and 2 (market-based) emissions (against the
2020 baseline year) by 2030. This stretch target
is ambitious and in line with the SBTi’s
forward-looking adjustment guidance. Over
thecourse of the coming year the Committee
will also review management’s proposals for
the evolution of our sustainability strategy
andforward targets, following a detailed
third-party opportunity assessment.
The Committee also continued to monitor the
activities being undertaken to reduce Rotork’s
Scope 3 emissions during 2025, recognising
Scope 3 emissions represented 99% of the
Group’s total greenhouse gas emissions, as set
out on page 75, 81% from the Scope 3 (Use of
sold products) category with an additional 13%
derived from theScope 3 (Purchased goods and
services) category.
Oversight of the sustainability of
ourproducts, over their lifecycle
The Committee understands that initiatives
toimprove environmental performance must
occur both upstream and downstream, through
supporting and enabling both our customers
andour supply chain to improve their own
environmental performance.
The Committee endorsed the steps being taken
to deliver improved product efficiency and
reduce emissions. As part of the strategic deep
dive into product sustainability at the July 2025
Committee meeting, the Committee received a
detailed update from management on Rotork’s
customer-focused innovation, which continues
to enhance both product efficiency and
sustainability performance.
As an example, the development of the new
configuration of the YT-1000 flagship positioner
during 2025 not only further supports our
customers’ own decarbonisation plans but also
Rotork’s Scope 3 (Use of sold products)
emissions reduction targets. The updated version
(launched in 2025) delivers an estimated 30%
reduction in annual air consumption. This is an
example of Rotork’s best-in-class engineering
capabilities that are delivering efficiency for our
customers through our products.
More detail about the product innovation of the
YT-1000 is set out on page 32
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com108
Safety and Sustainability Committee report continued
Activities of the Committee during the year
continued
Oversight of the sustainability of our
products, over their lifecycle continued
In addition, the Committee considered the
wider efficiency gains being achieved by
Rotork’s Engineering team. These include the
IQ3 Perform actuators, that are now being
shipped to customers with the display screen in
an energy efficient setting as the default, the
environmental lifecycle assessments being
undertaken on products and other sustainable
design features being implemented across
Rotork’s product portfolio.
Oversight of the Scope 3 (Purchased goods
and services) category
The Committee reviewed and supported the
ongoing steps being taken by management to
engage with suppliers on their own emissions
measurements. During 2025, Rotork continued
to engage with its supply chain on emissions
measurement and target setting, in support of
Rotork’s net-zero commitment. During 2025,
engagement with the supply chain included
one-to-one meetings and provision of awareness
materials to help support suppliers in setting their
own targets. The Committee reviewed the supply
chain programme and Supplier Code ofConduct
commitments. More details about the nature of
this engagement are set out on pages41 and 42.
Further details of progress achieved during the year
towards our SBTi validated targets can be found
within the Strategic Report on pages 35 to 41
Annual bonus and long-term incentive
schemes – safety and environmental
performance measures
Reflecting the importance that we attach to
achieving our safety vision of zero harm and
toachieving our net-zero targets, safety
measures are included within the annual
bonusopportunity and Scope 1 and 2 GHG
(market-based) emissions reduction targets are
included within our senior team’s long-term
remuneration arrangements.
During 2024, the industry best practice measure
TRIR was incorporated into the annual bonus
opportunity metrics (in place of LTIR), and the
Committee recommended to the Remuneration
Committee that this approach becontinued for
the 2025 annual bonus opportunity. The Committee
also reviewed the environmental performance
measure for the long-term incentive award
granted in 2025, which aligns with Rotork’s
existing science-based Scope 1 and 2 reduction
target. Satisfied that the proposed measure was
in alignment with Rotork’s sustainability
strategy, the Committee therefore endorsed the
Remuneration Committee’s determination of
the environmental performance condition
attached to the 2025 long-term incentive
awards. For further details, see page 139.
The Committee liaised with the Remuneration
Committee during its work in 2025 on the
proposed enhancements to the current
Remuneration Policy and the safety and
sustainability targets that the Committee
considered appropriate and aligned with
theGrowth+ strategy.
Sustainability reporting and
regulatorycompliance
As a Committee, we remain conscious of
theevolving developments and compliance
requirements within the sustainability and
climate-related reporting sphere. The Committee
received ongoing updates on changes related
to reporting and regulations during 2025.
Specifically, the Committee received a detailed
update on the European Commission’s ‘Omnibus
package’ announcement in February 2025
(andsubsequent policy changes), which mean
that Rotork would currently fall out of scope
ofthe EU Corporate Sustainability Reporting
Directive (CSRD) with which we were previously
preparing to comply. As part of the preparations
for CSRD, Rotork had already undertaken a
double materiality assessment (with the support
of an external third-party adviser) at the end of
2024. The Committee reviewed the outcomes
of the assessment and was updated on how
themateriality assessment continued to be
useful in informing Rotork’s sustainability
reporting and programme focus.
The materiality overview is detailed on page 31
The Committee also received an update from
management on the preparations underway
toensure that Rotork would be able to report
inline with the UK Sustainability Reporting
Standards (UK SRS), which are currently
expected to apply to Rotork with effect from
its2027 financial year onwards.
Recognising the importance of the assurance
ofsustainability data, the Committee work with
the Audit Committee on the expansion of the
assurance scope for 2025, meaning that
external assurance has also been undertaken on
Rotork’s Scope 3 (Use of sold products)
emissions (in addition to the Scope 1 and 2
GHG emissions and total water withdrawal).
Rotork’s Task Force on Climate-related Financial
Disclosures (TCFD) Report is set out on pages
68 to 75. The Committee reviews the disclosures
before they are recommended to the Board.
Social
During the year, the Committee received
updates on the various social initiatives and
workstreams across the Group which, when
taken together, all help Rotork to create a
positive impact on our people and the
communities in which we operate. These
covered areas such as employee wellbeing and
mental health, charity support and community
engagement. The Committee was pleased to
note management’s work with its global charity
partnerships, Pump Aid and Renewable World,
which is further explained onpage 54. The
Committee also reviewed the2025 activities of
the Rotork Benevolent Support, an independent
charity which provides support to employees
and former employees of Rotork and their
families who arefacing financial hardship.
Safety and Sustainability Committee
performance review
The Committee carried out an internally
facilitated review of its performance, as part
ofthe overall internal Board and Committee
performance review in 2025, and its findings
were discussed by the Committee and the
Board. It was concluded that the Committee
continued to fulfil its duties effectively. The area
identified for further emphasis, and development,
by the Committee was the benefit of continual
training on the evolving regulatory and reporting
requirements as they relate to Rotork.
Looking ahead
As illustrated in the sustainability framework on
page 29, during the coming year the Committee
will review the potential to evolve certain
sustainability priorities to ensure that these
remain appropriate for the future and aligned
with the Growth+ strategy. The Committee
willcontinue to liaise with the Audit Committee,
where required, in its role of overseeing the
assurance of the reporting and disclosures of
sustainability data in compliance with regulatory
requirements. Equally so, the Committee will
continue to recommend to the Remuneration
Committee safety and sustainability targets that
are aligned with the Growth+ strategy and that
have the potential to be included within
incentive schemes.
I would like to thank all our employees for their
shared passion towards our safety and
sustainability vision, and my fellow Board
members for their constructive inputs and
personal commitment tothis important agenda
throughout 2025 andbeyond.
Andrew Heath
Chair of the Safety and Sustainability Committee
9 March 2026
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Safety and Sustainability Committee report continued
Audit Committee report
“ The Audit Committee has
continued to provide oversight
on Rotork’s reporting and
external and internal audit
processes in 2025, alongside
focus on the Company’s system
of internal controls and
preparations for Provision 29
of the Code.”
Janice Stipp
Chair of the Audit Committee
Janice Stipp
Chair of the Audit Committee
Committee role and responsibilities
The main role of the Committee is to oversee (on behalf of
the Board) matters relating to the independence and
effectiveness of the Company’s internal and external audit
functions, the integrity of the financial and narrative
statements, and the adequacy and robustness of the
Group’s internal controls and risk management systems.
The Committee’s responsibilities include:
• reviewing and monitoring the integrity of the financial
statements (and accompanying narrative reporting) of
the Company (and Group), including all annual and
half yearly reports, trading statements, preliminary
announcements and any other formal announcements
relating to financial performance. Also reviewing (and
reporting to the Board on) any significant financial
reporting issues, judgements, estimations and
uncertainties contained within such statements;
• reviewing the key considerations and assumptions
made in support of the going concern statement and
ongoing viability assessments, before recommending
the statements to the Board;
• reviewing updates on material tax matters within the
Group and ensuring that the Group operates in
accordance with the Group Tax Strategy;
• reviewing updates on material treasury matters and
ensuring that the Group operates in accordance with
the Group Treasury Policy;
• all matters related to the external audit process and
external auditor. This includes making recommendations
to the Board (to be put to shareholders) as to the
appointment of the external auditor, leading an
external audit services contract tender process,
overseeing the relationship with the external auditor,
monitoring and assessing the external auditor’s
independence and objectivity, annually reviewing
and assessing the effectiveness of the external audit
process, (in consultation with the Chief Financial
Officer) reviewing and approving the external
auditor’s remuneration and scope of each engagement,
reviewing the external audit plan, reviewing any
representation letters requested by the external
auditor, reviewing the policy on the employment of
former employees of the external auditor and
monitoring compliance with the policy on engagement
of the external auditor for non-audit services;
• assessing the extent to which external assurance is
required (and making arrangement for this) on any
relevant sustainability data (such as the Task Force on
Climate-related Financial Disclosures report or any
ESG-related metrics that link through to performance
conditions and remuneration targets) and liaising
with the Safety and Sustainability Committee and
Remuneration Committee as appropriate on
thesematters;
• assessing the extent to which external assurance
isrequired in relation to the preparation of the
digitised consolidated financial statements;
• all matters related to the internal audit function.
Thisincludes approving its appointment and its
annual internal audit plan (to ensure its alignment
with the principal risks and overall risk management
system), reviewing the effectiveness of the internal
audit function’s work, and ensuring that the internal
audit function has unrestricted scope and access to
the necessary resources, information and people within
the Group to enable it to effectively fulfil its role;
• monitoring the Company’s risk management and
internal control frameworks. This includes reviewing
reports on the adequacy and effectiveness of the
internal financial, non-financial, reporting, operational
and compliance controls and risk management, and
also the conclusions of any testing undertaken on
these by the internal or external auditor. The
Committee’s remit also includes monitoring the
application of the Company’s risk management
policy, assessing the effectiveness of the risk
management and internal control frameworks in
relation to identifying, assessing, managing and
monitoring the Company’s principal risks (whether
financial or non-financial) and emerging risks, and
making recommendations to the Board as to actions
needed to address any significant failings or
weaknesses that may arise; and
• reviewing the adequacy and effectiveness of the
Company’s policies, systems, procedures and
controls for the prevention and detection of bribery,
slavery and fraud. Also, reviewing the arrangements
by which someone can raise concerns in confidence
and (where legally permissible) anonymously, then
reviewing the findings of any investigations undertaken
following concerns being raised and reporting to the
Board on the outcomes and any actions taken.
Further reading:
Risk management and internal controls –
seepages 58 to 66
Audit, risk and internal control in the Governance
Report – see page 96
The terms of reference for the Audit Committee
were last reviewed in October 2025. A copy
of the current terms of reference is published
on Rotork’s website at: www.rotork.com/en/
investors/committees
The current members of the Audit
Committee are:
• Janice Stipp (Committee Chair, appointed
May 2021);
• Vanessa Simms (member since June
2024); and
• Svein Richard Brandtzæg (member since
January 2025).
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Rotork Annual Report 2025 rotork.com110
Audit Committee report
Key activities of the Audit Committee during the year
Activity More information
Financial and narrative reporting
Review and challenge of the actions and judgements of management in relation to the interim and annual financial statements before submission to the Board
– including whether the Annual Report and Accounts is fair, balanced and understandable.
Financial statements – page 152
Review and challenge on the adoption of the going concern basis of accounting and a review of the process and scenario modelling underpinning the Group’s
Viability statement.
Viability statement – page 67
Appraisal of external auditor’s report on year-end accounts, scope and key risks and all matters related to the financial year-end process.
External audit report – page 153
Review of the appropriateness of the use of alternative performance measures in the Group’s financial statements.
Financial statements – page 152
Internal controls and risk management
Review of processes and procedures for risk management and internal audit.
Risk management – page 58
Review of the development of the Business Control Framework and the business control review plan and how the control framework will integrate
intothenewERPsystem.
Consideration of all significant internal control reports and findings and management’s response.
Review of preparations for Provision 29, with focus on approach to material controls and alignment between functions.
Review of preparations to comply with the new failure to prevent fraud offence introduced by the Economic Crime and Corporate Transparency Act 2023.
External audit
Active monitoring and approval of the external audit plan and scope of work; no specific directions to the auditor were considered necessary in 2025.
External audit report – page
153
Review of KPMG LLP (‘KPMG’) audit quality review process undertaken by the FRC in 2025 following completion of the first year audit.
Monitoring of the external auditor’s independence and objectivity and approval of any non-audit services undertaken by the auditor.
Oversight of the effectiveness of the audit process ensuring appropriate challenge to management.
Internal audit
Review and approval of the internal audit programme and the internal audit charter for 2025.
Internal audit – page 113
Monitoring of progress and implementation of actions arising from internal audit reporting.
Evaluation of maturity and effectiveness of internal audit, including its remit and resourcing.
Review of the effectiveness of the internal audit process.
Additional matters
Review of the Business Transformation programme including implementation of the ERP system.
Principal risks – Business change
management – page 66
Alongside the above key priorities, the Audit Committee has reviewed, approved and monitored compliance with key Group policies including, but not limited to, those on independence of internal and
external audit and non-audit fees, risk management and whistleblowing.
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rotork.com Rotork Annual Report 2025111
Audit Committee report continued
Audit Committee Chair’s statement
I am pleased to present the report of the Audit
Committee for the year ended 31 December 2025.
Throughout the year, the Committee has provided
oversight of key matters of governance and
financial reporting including the following key
items in addition to the usual schedule of work:
• Finance and Business Transformation
– continued monitoring of progress on
theBusiness Transformation programme,
including the implementation of the new
ERP system, which has impacts across the
business. The Committee has given focus to
the control environment and the importance
of general IT controls where there are
opportunities to automate elements of
theBusiness Control Framework.
• Provision 29 – review of the Group’s
progress in its preparation for the
implementation of Provision 29 of the 2024
Code, which is effective from 1 January 2026.
The Committee has received updates
throughout the year and provided oversight
of the definition and identification of
material controls and the approach to
assurance regarding these controls.
How the Committee operates
The Committee comprises three independent
non-executive directors, and this was the case
throughout 2025. Janice Stipp and Vanessa Simms
both hold professional accounting qualifications
and are deemed to have recent and relevant
financial experience. All Committee members
have experience of working in complex global
industrial product businesses, a number of
which share common end markets with Rotork.
The biographies and skillsets of each member
of the Committee can be found on pages 82
and 83.
The Committee is required to meet at least
three times a year. During 2025, four formal
meetings were held. Additional formal meetings
are arranged as required. Members of the
Committee hold discussions outside of the
formal meetings and meet with the external
auditor and Head of Internal Audit without
management present. Details of members’
attendance at each of the meetings are provided
on page 91. The Chief Executive Officer, Chief
Financial Officer, Group Financial Controller,
Head of Internal Audit and Head of Risk and
Compliance also attend the Committee meetings
by invitation. Representatives of the external
auditor (including the lead audit partner) also
attend meetings by invitation. The Group
General Counsel & Company Secretary acts
assecretary to the Committee. The Committee
Chair reports to the Board on the key issues
covered at each meeting.
The Committee maintains an annual schedule
of work, which is kept under review and forms
the basis of its principal meetings throughout
the year. The schedule is supplemented by
consideration of specific matters as and
whenthey arise.
The Chair of the Committee holds regular
additional meetings with the Chief Financial
Officer, the Group Financial Controller, the
external audit partner, the Head of Internal
Audit, the Head of Risk and Compliance and
other members of the management team.
These meetings provide an opportunity to
gaina detailed understanding of key issues and
identify those matters which require meaningful
discussion at Committee meetings.
During the year, the Committee received reports
from management, the Risk and Compliance
team, the internal audit team and the external
auditor. Through face-to-face discussions and
detailed written reports, the Committee was
able to challenge, scrutinise and ask questions
where clarification or discussion was required.
We also held regular meetings during 2025
with the external auditor and the Head of
Internal Audit without management present.
Financial reporting
A key role of the Audit Committee in relation to
financial reporting is to review the quality and
appropriateness of the half year and year-end
financial statements. As part of its assessment
of financial reporting, the Committee receives
reports from members of the Group Finance
team and holds meetings with the external
auditor. These meetings are used to understand
key judgements and estimates and how these
are recorded in the financial statements, as well
as to challenge management on the quality and
appropriateness of the financial reporting.
In 2025, the following were areas of focus for
the Audit Committee in considering the quality
of financial reporting:
• the application of accounting policies
andpractices;
• the clarity of disclosures and compliance
with UK-adopted International Financial
Reporting Standards, UK company law and
the 2024 UK Corporate Governance Code;
• material areas in which significant judgements
have been applied or where there has been
discussion with the external auditor;
• upon request of the Board, advising it on
whether the Annual Report and Accounts is
fair, balanced and understandable and
provides the information necessary for
shareholders to assess the Company’s
performance;
• review and challenge of the judgements
applied in the timing of revenue recognition
in line with the requirements of IFRS 15
Revenue from Contracts with Customers; and
• review of alternative performance measures
to ensure they are not given undue
prominence and challenging the nature and
value of significant adjusting items.
The principal matters of judgement and
estimation considered by the Audit Committee
in 2025 were:
Acquisition of Noah Actuation Co. Ltd: In
2025, the Group completed the acquisition of
Noah Actuation Co. Ltd for a total purchase
consideration of £37.6m. As detailed in note 4
to the financial statements, judgement was
required regarding the accounting for the
acquisition, which included the valuation of
acquired intangible assets and goodwill. The
Committee reviewed the reporting and
methodology used for the accounting for the
acquisition and was satisfied that it was appropriate
in accordance with the required standards.
Alternative performance measures: The
Group uses adjusted figures as key performance
measures in addition to those reported under
UK-adopted IFRS. Management believes these
measures provide additional useful information
to assist in the comparison of the Group’s
underlying results with prior periods and
assessment of trends in financial performance.
The Committee reviewed the presentation and
definitions of the alternative performance measures
in the financial statements and was satisfied
that they were not given undue prominence.
The Committee reviewed and challenged the
report from the Group Financial Controller
andwas satisfied that the nature and value
ofsignificant adjusting items was appropriate.
External auditor
KPMG was re-appointed as the Group’s
external auditor by the Company’s shareholders
at the AGM on 2 May 2025. Huw Brown
remains KPMG’s lead audit partner for Rotork
for the 2025 year end. KPMG was appointed
following a competitive tender process in 2024;
under current regulations the Group is required
to retender the external audit no later than for
the 2034 financial year.
Effectiveness of the external auditor
The Audit Committee assesses the effectiveness
of the external audit process, the scope of the
Group audit and the quality of the audit work
throughout the year, and the independence
ofthe auditor. The assessment considers:
• any issues encountered in conducting the
prior year external audit;
• the proposed external audit plan, including
identification of risks and scope specific
toRotork;
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Rotork Annual Report 2025 rotork.com112
Audit Committee report continued
External auditor continued
Effectiveness of the external auditor continued
• reviewing the experience and expertise of
the audit team;
• the external audit scope and materiality threshold;
• matters arising during the external audit
andthe communication of these to the
Audit Committee;
• reviewing written reports prepared by
KPMG for the Audit Committee on key audit
findings, financial reporting topics and the
control environment;
• reviewing the nature and quality
oftheexternal auditor’s report;
• the independence and objectivity of the
external auditor including the level of
challenge provided to management;
• feedback from executive management and
the Group Finance team on the quality and
effectiveness of the audit, which in turn had
canvassed the opinions of various Group
entities using a questionnaire on audit quality;
• holding discussions throughout the year
directly with the KPMG lead partner and
other senior members of the audit team to
understand the work they have performed,
their knowledge of the Group’s business and
industry, and how they have maintained
independence, demonstrated professional
scepticism and challenged management’s
assumptions. Notable examples of how the
external auditor challenged management
and demonstrated professional scepticism
during the year include the audit of adjusting
items and revenue recognition; and
• discussing with executive management, the
Group Finance team and KPMG as to whether
the audit has been delivered in line with
theplan.
The 2024 audit by KPMG was subject to an
audit quality review by the FRC in 2025. The
findings from the review were considered by
the Audit Committee and it was concluded that
there were no matters arising which impacted
our assessment of the effectiveness of KPMG
orthat required additional oversight.
Having completed this review, the Audit
Committee agreed that the audit process,
independence and quality of the external audit
were satisfactory.
Independence of the external auditor
KPMG confirmed to the Audit Committee
during the year that:
• the audit engagement team, and others in
the firm as appropriate, KPMG and, where
applicable, all KPMG network firms are
independent of the Group and their
objectivity is not compromised; and
• it has no relationships with Rotork plc, its
directors and senior management and its
affiliates, and provided no other services to
other known connected parties, that it considers
may reasonably be thought to bear on its
objectivity and independence, together with
the related safeguards that are in place.
The Committee ensures the policy on non-audit
services has been applied.
The Group has not employed former members of
the audit team or KPMG partners during the year.
Following each meeting the Audit Committee
held private sessions with the external auditor,
providing them with a private forum to raise
any issues it may deem to be of concern. The
Chair of the Audit Committee also meets with
the external audit partner and other senior
members of the audit team ahead of each
Audit Committee meeting.
Statement of compliance
The Company confirms that it has complied
with the terms of The Statutory Audit Services
for Large Companies Market Investigation
(Mandatory Use of Competitive Tender
Processes and Audit Committee Responsibilities)
Order 2014 (the ‘Order’) throughout the year.
Non-audit services
In order to safeguard the independence and
objectivity of the external auditor, the Board
has adopted a policy on non-audit services,
which restricts the work and fees available to
the external audit firm. The Audit Committee
reviews the policy annually to ensure that it
remains appropriate. The policy reflects the
FRC’s Revised Ethical Standard 2024 on
permitted non-audit services.
The policy permits the use of the external auditor
only for services identified on the list contained
in the Revised Ethical Standard. Before beginning
any activity the external auditor must assess
whether it meets the requirements of its
independence checks. If those checks are
satisfied and the fee is £20,000 or less, authority
is delegated to the Chief Financial Officer to
approve this proposed non-audit work independently.
However, should the fee be above £20,000 or
the total non-audit services approved by the
Chief Financial Officer exceed £80,000 during
any financial year, approval must be obtained
from the Chair of the Audit Committee. Any work
that is approved is reported to the Audit Committee.
An analysis of fees paid to KPMG, including the
split between audit and non-audit, is included
in note 9 of the financial statements. The
non-audit services provided relate to the interim
review performed on the half year results under
ISRE 2410 and other services across subsidiaries
where local law requires the statutory auditor
to provide them.
Internal controls, internal audit
andriskmanagement
The implementation of a comprehensive and
robust system of risk management remains a
key priority for Rotork. While overall responsibility
for the Group’s risk management and internal
control framework rests with the Board, the
Audit Committee has a delegated responsibility
for reviewing and monitoring the effectiveness
of the Group’s control environment, risk
management and internal audit process.
Throughout the year, the Committee has received
reports on the progress of the risk management
and internal controls processes and notably on the
preparation for the implementation of Provision 29
of the Code on 1 January 2026.
The Risk and Compliance team, led by the Head
of Risk and Compliance, and supported by Rotork’s
wider finance function, delivered control compliance
reports for 20 locations during the year. Guidance
is provided by the Audit Committee in terms of
the nature and extent of testing.
The Committee receives reports on financial
compliance review activity, any significant matters
arising and the management responses. During
the year, recommendations were made on
improvements to controls, which management
was charged with implementing. The Head of Risk
and Compliance monitors the status of actions
and provides a report on these areas to the Audit
Committee at each meeting. A marked
improvement in the status of overdue findings has
been noted over the last two years alongside
increased accountability for improvement
actions arising from business control reviews.
The Risk and Compliance team continues to
manage the process for sites to confirm the
operation of key financial controls. In the first half
of 2025 a confirmation process was deployed to
confirm operation of key controls to provide an
update on the earlier Business Control Framework
activity. The results of the assessment were shared
with management and the Audit Committee.
Other means of assessing the internal control
systems include the risk assessment process, the
Audit Committee’s assessment of the effectiveness
of risk management and annual letters of assurance
from the divisional leadership team. These controls
sit alongside our system of governance, including
key Committees that monitor our processes and
controls, such as the Audit Committee and
Safety and Sustainability Committee.
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rotork.com Rotork Annual Report 2025113
Audit Committee report continued
Internal controls, internal audit and risk
management continued
Rotork’s Risk Management Policy documents
the Group’s risk management processes and
the connections between those various processes
and the day-to-day operations of the business.
Each member of the executive team who is
adesignated risk owner has responsibility for
producing and updating detailed plans to respond
to risks in accordance with risk appetite. Progress
on response plans is reported to the Board,
aspart of its risk review and oversight process.
PricewaterhouseCoopers LLP (‘PwC’) continued
to provide internal audit services throughout
2025. The function is led by an experienced
Head of Internal Audit from PwC. Risk-based
internal audit reviews have beencompleted
during 2025 covering the following areas:
• the legacy ERP cybersecurity review;
• support on the Provision 29 review; and
• three business control reviews at key sites.
The Audit Committee receives updates on
internal audit activity, any significant matters
arising and management responses. The status
of actions is monitored by internal audit and
regularly reported to the Committee.
In selecting risk-based internal audits for the
2025 plan, the team focused on those risks
where reliance on mitigations is most significant
while ensuring a broad coverage of areas over
amulti-year cycle.
For the 2026 plan, the Risk and Compliance
team has determined the sites to be subject to
review based on a thorough risk assessment,
including consideration of assurance over material
controls. The Audit Committee reviewed the
2026 programme at its Decembermeeting.
The Committee confirms that it has undertaken
its annual review of the effectiveness of the
system of internal control as operated throughout
the year ended 31December 2025.
Monitoring Rotork’s preparation for
Provision 29
A recurring item on the Committee’s agenda
during 2025 was the effective oversight of the
business’ approach and readiness roadmap
toensure the Company is ready to report in
compliance with the forthcoming Provision 29
of the 2024 Code. This will apply to Rotork’s
accounting period that began on 1 January 2026.
Committee meetings prior to 2025
The Committee considered the new reporting
requirements of the 2024 Code on its publication
and since then has received regular updates
from management on activities in relation to
the Company’s preparation for compliance
with Provision 29. The Committee has
maintained oversight of the preparatory
process on behalf of the Board, with the
Committee Chair providing regular progress
reports back to the Board.
The requirements of Provision 29 were reviewed
in conjunction with the Company’s existing risk
and internal control framework, principal risks
and risk management process.
An initial review was completed of the
proposed material controls and related
sources of assurance and testing approaches.
The interplay with the overall risk management
processes was considered in the round.
A process to identify initial material risks and
material controls took place. Workshops were
held with control owners throughout the
business, to define the proposed list of
material controls for the Committee to review.
Proposed material controls were then mapped
to the proposed material risks.
March 2025 Committee meeting
• A preliminary list of material risks and
controls was proposed by management
and reviewed by the Committee.
June 2025 Board meeting twice-yearly review
ofrisk appetite and impact table:
• The Board’s review informed the proposals
putto the July 2025 Committee meeting
bymanagement.
July 2025 Committee meeting
• The list of material risks and material
controls proposed by management
wasfinalised.
• The proposed framework for assurance on
the material controls was proposed to the
Committee by management.
October 2025 Committee meeting
• Management and the Head of Internal
Audit provided an update to the Committee
on the outcome of analysis and testing
approach of the proposed material controls.
• The Committee approved management’s
proposed assurance approach.
• The Internal Audit function reported to the
Committee on the design effectiveness
testingundertaken.
December 2025 Board meeting twice-yearly
review ofprincipal risks:
• In order to ensure a comprehensive
approach, a review of the material risks
and principal risks together was undertaken.
December 2025 Committee meeting
• The Committee reviewed the proposed
annual assurance reporting framework for
2026 onwards as set out by management
and the Internal Audit function, which
would allow the assessment over the
effectiveness of material controls to be
made confidently for accounting periods
from 1 January 2026 onwards.
Audit Committee performance review
In accordance with its terms of reference,
during 2025 the Committee undertook an
internally-facilitated review of its own
performance as part of the overall internal
Board and Committee performance review
process. Its findings were discussed by the
Committee and the Board, and the review
concluded that the Committee continued to
fulfil its duties and discharge its responsibilities
effectively. Throughout the year, the Committee
considered relevant accounting and corporate
governance developments, in addition to
thosein relation to risk and internal controls
discussed above.
Looking forward to 2026, the Committee
agreed the key areas on which to focus (outside
of the ordinary course of business). These are
the continued preparations to ensure that the
Board can report in compliance with Provision
29 for the Company’s accounting period that
commenced on 1 January 2026, alongside
remaining fully briefed on regulatory developments
and reporting requirements (including
assurance on sustainability relateddata).
Minimum Standard
In 2023, the FRC published the ‘Audit Committees
and the External Audit: Minimum Standard’
(the‘Minimum Standard’). The Committee
considers that it has met the Minimum Standard.
Janice Stipp
Chair of the Audit Committee
9 March 2026
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com114
Audit Committee report continued
Nomination Committee report
“ Following the changes that occurred to
theBoard during the course of 2024,
2025wasa year of continuity and strategic
progressfor the Board.”
Dorothy Thompson, CBE
Chair of the Nomination Committee
Dorothy Thompson, CBE
Chair of the Nomination Committee
The current members of the
Nomination Committee are:
• Dorothy Thompson (Committee Chair)
(member since December 2022 and
Committee Chair since April 2023);
• Janice Stipp (member since
December2020); and
• Andrew Heath (member since
January2025).
Committee role and responsibilities
The main role of the Nomination Committee is
to lead the appointment process for the Board
and ensure that the Company maintains
appropriate succession plans for the Board
and applicable senior management to support
the Company in delivering its strategy and
meeting its business requirements. The Committee
evaluates and examines the skills and characteristics
required to ensure the Board and senior
management have the correct balance of
attributes and knowledge. This is to ensure
they can operate effectively as a whole and
are able to deliver the long-term success of
the Company, while ensuring that business is
conducted with the utmost integrity and in
full alignment with the Company’s purpose
and cultural DNA. Board and Committee
composition is formulated to ensure that there
is an appropriate range of diverse experience
and expertise. The Committee keeps the
succession requirements of the Company under
regular review and, as part ofthis responsibility,
ensures that appropriate processes are in place
for appointing, training and evaluating both
directors and senior management.
The Committee’s responsibilities include:
• leading the process for Board appointments
and making recommendations for
appointments to the Board;
• ensuring that robust plans are in place for
the orderly succession of both the Board
and senior management positions and
overseeing the development of a strong
and diverse pipeline for such succession;
• reviewing the structure, size and composition
of the Board. This includes an ongoing review
of the balance of skills, diversity, knowledge
and experience of the Board;
• making recommendations to the Board on
the composition of its Board Committees;
• annually assessing whether non-executive
directors continue to be considered
asindependent;
• reviewing the time commitment
expectedfrom non-executive directors;
• reviewing the Company’s Board Diversity
and Inclusion Policy in conjunction with the
broader diversity and inclusion initiatives
across the Company, their objectives and
link to Rotork’s strategy, how they have
been implemented and the progress made
on achieving the objectives; and
• oversight of the annual Board performance
review process, including a consideration
of the recommendations arising from
thereview.
Further reading:
2025 internal Board performance review process on page 96
The mix of skills and experience of the current Board on page 85
Diversity and Inclusion Policy, which is published on our website: www.rotork.com/en/investors/
diversity-and-inclusion
Gender Pay Report, which is published on our website: www.rotork.com/en/investors/
diversity-and-inclusion
The terms of reference for the Nomination Committee, which were last reviewed in October 2025. A copy
of the current terms of reference is published on Rotork’s website at: www.rotork.com/en/investors/committees
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rotork.com Rotork Annual Report 2025115
Nomination Committee report
How the Committee operates
The Committee comprises three independent
non-executive directors and this was the case
atall times throughout 2025. It meets a
minimum of three times in a year and holds
additional meetings for any ad hoc business
requirements that arise, for example in relation
to succession planning. Members of the Committee
also hold discussions as required outside of the
formal meetings.
During 2025, the Committee met three times.
Details of members’ attendance at each of the
meetings are provided on page 91. The Chief
Executive Officer and Group Chief Human Resources
& Sustainability Officer also attend the Committee
meetings by invitation. The Group General Counsel
& Company Secretary acts as secretary to the
Committee. The Committee Chair reports to the
Board on the key issues covered at each meeting.
The biographies and skillsets of each member of
the Nomination Committee can be found on
pages 82 and 83
Key activities of the Committee during
the year
• Commenced the process for the selection
and appointment of a new non-executive
director in light of Karin Meurk-Harvey’s
decision to step down from the Board with
effect from the conclusion of the Company’s
2026 Annual General Meeting.
• Reviewed the composition of the Board and
its Committees, to ensure that the skills and
experience of each non-executive director
were best utilised. This is to ensure that
eachCommittee continued to operate most
effectively and that the interaction between
each of the Committees remained effective.
• Reviewed the talent management process,
development and succession plans for
Rotork’s senior leaders.
• Reviewed and approved Rotork’s UK Gender
Pay Report (including ethnicity pay) made up
to the April 2025 snapshot date.
• Reviewed an updated Board Diversity and
Inclusion Policy and recommended it to the
Board for approval, and thereafter monitored
performance against targets set out within
the Policy.
Succession planning
Succession planning for the Board and senior
management is continuous. The Committee
works to ensure that any appointment of a new
Board director is subject to a formal, rigorous
and transparent process. During the year, the
Committee considered the composition, structure
and size of the Board and the need to maintain
an appropriate range of skills, knowledge, diversity,
independence and experience to ensure that
the Board and senior management remain
appropriately balanced and complementary.
The mix of skills and experience of the current
Board required to drive Rotork’s long-term
success is set out on page 85. Additionally, the
Committee reviewed the succession plans and
leadership development programmes in place
for members of the Rotork Management Board.
Non-executive director appointment
In August 2025, Karin Meurk-Harvey advised
that she would be stepping down from her role
as Non-executive Director on the Board with
effect from the conclusion of Rotork’s next
AGM on 1 May 2026. Alongside Karin’s role
asa Non-executive Director, she is also a
member of the Remuneration and Safety
andSustainability Committees. During the
latterhalf of 2025, the Nomination Committee
determined the criteria for the prospective
newappointment, looking at the Board’s
requirements in the round. It then commenced
the selection process for a new non-executive
director, which is ongoing. The Committee
engaged Lygon Group and Egon Zehnder to
actas Rotork’s search consultants. Except for
where it has undertaken previous recruitment
processes (such as the recruitment of Andrew
Heath and Vanessa Simms), Lygon Group does
not have any other connection with the
Company or its directors. Except for where it
has undertaken certain discrete consultancy
projects, Egon Zehnder does not have any other
connection with the Company or its directors.
Lygon Group and Egon Zehnder are both
signatories of theVoluntary Code of Conduct
for Executive Search Firms, which is a
requirement of our Board Diversity and
Inclusion Policy.
The Committee is currently considering a
shortlist of potential candidates provided by
thesearch consultants, taking into account
thebalance of skills, diversity and experience
existing on the Board and required for the
(tobe) vacant role, together with an assessment
of the time commitment expected.
Diversity, inclusion and equal opportunity
The Board Diversity and Inclusion Policy provides
a high-level summary of the Board’s approach
to diversity, inclusion and equal opportunity
insenior management roles. This is governed
ingreater detail through the Group’s policies.
InMay 2025, the Committee reviewed and
recommended to the Board that the updated
policy be approved. The policy can be found on
our corporate website at www.rotork.com/en/
investors/diversity-and-inclusion. The policy sets
out the areas of activity and initiatives currently
being undertaken and practised by Rotork,
including the diversity-related Sustainable
Development Goals, reference to the FTSE
Women Leaders Review and the Parker Review,
and our continued commitment to the aims
ofthe 30% Club. The Committee endorsed
management’s initiatives and actions for
increased focus on diversity, inclusion
andequalopportunity undertaken throughout
the business during the year. The Committee
noted that, as part of our early careers
programme, over 50% of participants are
diverse in terms of gender and ethnicity. The
Committee also reviewed and approved the
publication of the Gender Pay Report figures as
at the April 2025 snapshot date, which can be
found on our website at: www.rotork.com/en/
investors/diversity-and-inclusion. Rotork also
publishes its ethnicity pay figures, which are
contained within the Gender Pay Report.
The Committee is pleased to report that Rotork
continues to meet the requirements under the
FCA’s UK Listing Rules and Disclosure Guidance
and Transparency Rules (DTRs) covering diversity
and inclusion reporting for UK listed companies.
In particular the three specified targets: (i) at
least 40% of the company’s board of directors
be women; (ii) at least one of the company’s
senior board positions (Chair, Chief Executive
Officer, Senior Independent Director or Chief
Financial Officer) be held by a woman; and (iii)
at least one member of the company’s board
be from a minority ethnic background.
As at 9 March 2026, Dorothy Thompson held
office as Chair, female Board representation was
50% and ethnic minority representation on the
Board was 25%. The numerical data on the
gender identity and ethnic diversity of the Board
and executive management is set out in the
tables on page 118. The data has been collected
through a voluntary survey mechanism, and is
self-reported against the categories set out in
UK Listing Rule 6 Annex 1R.
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Rotork Annual Report 2025 rotork.com116
Nomination Committee report continued
Internal Board performance review process
During the year an internally facilitated
performance review of the Board, its Committees
and the Chair was undertaken in line with the
Committee’s terms of reference and provisions
of the 2024 Code. This was facilitated by the
Group General Counsel & Company Secretary,
working closely with the Chair, Chairs of the
Board Committees and the Senior Independent
Director. As part ofthe process, the Committee
reviewed how it had discharged its responsibilities.
An independent external Board evaluation was
last undertaken in 2023, and more details in
relation to that external evaluation can be
found in the 2023 Annual Report. The next
external Board performance review is due in
2026 and, as such, it is intended that an
externally facilitated review will be undertaken
during 2026. Further details of the full
evaluation process can be found on page 96.
Nomination Committee performance
review process
The Committee carried out an internally
facilitated review of its performance as part
ofthe overall internal Board and Committee
evaluation in 2025 and its findings were
discussed by both the Committee and the
Board. As part of the process, the Committee
reviewed how it had discharged its responsibilities.
It was concluded that the Committee continued
to fulfil its duties effectively. The key focus area
identified for 2026 was the continued succession
planning activities, especially in relation to the
recruitment of a new non-executive director.
Re-election of directors
Led by the Committee Chair it was concluded
that, based on an assessment of the individual
skills, relevant experience, contributions and
time commitment of the non-executive directors
and taking into account their other offices and
interests held, all those non-executive directors
standing for re-election in 2026 remain independent
and committed to their role and continue to be
highly effective members of the Board. The Board
continues to be mindful of the number of external
appointments held by directors. In July 2025,
the Board External Appointments Policy was
reviewed. Set within the context and expectations
of the 2024 Code, it details the Company’s
approach to external appointments for both
Board and Rotork Management Board members.
The emphasis is on ensuring directors have
sufficient time to meet their Rotork Board
responsibilities, including during any periods
ofadditional time requirements. All prospective
external appointments for non-executive or
executive directors require Board approval
following prior consultation with, and the
support of, the Chair or the Senior
IndependentDirector.
Noting that Karin Meurk-Harvey will not seek
re-election to office, stepping down from the
Board with effect from the conclusion of the
2026 AGM, the Board is recommending the
re-election to office of all remaining directors at
the 2026 AGM. The biographical details of the
directors are set out in the AGM Notice and on
pages 82 and 83. Details of the service
agreements for the executive directors and
letters of appointment for the non-executive
directors are set out in the Directors’
Remuneration Report on page 144.
Dorothy Thompson, CBE
Chair of the Nomination Committee
9 March 2026
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Nomination Committee report continued
Gender identity or sex of the Board and executive management as at 31 December 2025
(i)
Number of
Board members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men 4 50.00% 3 9 81.82%
Women 4 50.00% 1 2 18.18%
Not specified/prefer
not to say 0 0% 0 0 0%
Ethnic background of the Board and executive management as at 31 December 2025
(i)
Number of
Board members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
White British or other
White (including
minority White groups)
6
75.00%
3
9
81.82%
Mixed/multiple
ethnicgroups 0 0% 0 0 0%
Asian/Asian British 2 25.00% 1 2 18.18%
Black/African/
Caribbean/Black British
0
0%
0
0
0%
Other ethnic group 0 0% 0 0 0%
Not specified/prefer
not to say 0 0% 0 0 0%
(i) Data self-reported against the categories set out in UKLR 6 Annex 1R. Rotork’s executive management is defined as the members
ofthe Rotork Management Board.
Rotork plc Board as at 31 December 2025
(i)
Gender identity or sex
Men: 50.00%
Women: 50.00%
Men: 81.82%
Women: 18.18%
Ethnic background
White British or other
White (including
minority White
groups): 75.00%
Asian/Asian British:
25.00%
White British or other
White (including
minority White
groups): 81.82%
Asian/Asian British:
18.18%
Executive management – the Rotork Management Board as at 31 December 2025
(i)
Gender identity or sex
Ethnic background
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com118
Nomination Committee report continued
Directors’
Remuneration report
“ I am pleased to present the 2025 Directors’ Remuneration Report.
As a Committee we have dedicated substantial time during 2025
to reviewing the current remuneration policy and to consulting
with investors. Following the feedback received, we are proposing
certain policy refinements to be put before shareholders at the
2026 AGM to ensure our remuneration approach continues to
align with our Growth+ strategy. We are grateful to those who
shared their thoughts with us during the shareholder engagement
process. The Committee remains cognisant of the need to ensure
remuneration outcomes are aligned with the Growth+ strategy
and the interests of our various stakeholders. We believe that
ourproposed new remuneration policy will achieve this by
focusing management’s efforts on delivering the Company’s
long-term strategy.”
Svein Richard Brandtzæg
Chair of the Remuneration Committee
Svein Richard Brandtzæg
Chair of the Remuneration Committee
The current members of the
Remuneration Committee are:
• Svein Richard Brandtzæg (Committee
Chair, appointed on 1 January 2025);
• Andrew Heath (member since
May2024);and
• Karin Meurk-Harvey (member since
September 2021).
Committee role and responsibilities
The main role of the Committee is to establish
aremuneration policy for executive director
remuneration and determine matters relating to
the remuneration of the Company’s executive
directors and the Rotork Management Board,
which are aligned with the long-term success of
the Company and its shareholders, and enable
the Company to attract, retain and incentivise
executive directors and the Rotork
Management Board.
The Committee’s responsibilities include:
• determining individual remuneration
packages for the executive directors, the
Chair and, on the advice of the Chief
Executive Officer, the Rotork Management
Board within the approved policy;
• selecting the measures and setting the
performance criteria for the annual bonus
and LTIP and, at the end of their performance
periods, evaluating performance against
the criteria and considering whether any
discretion should be applied when
determining the level of payment;
• agreeing the terms and conditions to be
included in service agreements for executive
directors, including termination payments;
• selecting, appointing and setting the terms
of engagement with any remuneration
consultants which may advise the Committee;
• monitoring the principles and structures of
remuneration across the Group to ensure
they are applied consistently and fairly. The
Committee reviews internal relativities, pay
ratios and gender and ethnicity pay gaps,
and invites the Group Chief Human
Resources & Sustainability Officer to its
meetings to provide a broader picture of
workforce remuneration;
• taking into account guidance issued by
shareholders, their representative bodies
and proxy agencies (including the
Investment Association, Institutional
Shareholder Services and Glass Lewis); and
• taking into consideration shareholders’
interests, any views expressed by them
during the year (including at the Company’s
AGM) and encouraging an open dialogue
with the Company’s largest shareholders.
This includes advance consultation with
major shareholders about any proposed
changes to the policy or any significant
proposed changes to its implementation.
Rotork’s key remuneration principles
The Remuneration Committee remains
committed towards remuneration being:
• performance driven, competitive and fair;
• motivating, affordable and proportionate;
• aligned to shareholders’ interests; and
• globally relevant and transparent.
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rotork.com Rotork Annual Report 2025119
Directors’ Remuneration report
Annual statement by the Chair of the Remuneration Committee
Dear Shareholder
On behalf of the Board, I am pleased to present
the Remuneration Committee’s report for the
financial year ended 31 December 2025. This is
my second report to shareholders since being
appointed as Chair of the Committee on
1January 2025.
2025 was another year of progress under Kiet
Huynh’s leadership of the Growth+ strategy,
which has driven sustained growth, improved
margins and enhanced returns since 2022. We
took decisions on directors’ and senior managers’
(our Rotork Management Board) compensation
thoughtfully during the year, while considering
the wider workforce and the overall experience
of the Company’s employees.
Rotork’s core purpose of ‘keeping the world
flowing for future generations’ is inherent in the
Company’s Growth+ strategy. Rotork’s values and
cultural DNA act as the foundation to the manner
in which the Company’s executive team and
employees continue to deliver the Growth+
strategy. The Committee keeps the Company’s
purpose, values and cultural DNA under
consideration when making remuneration
decisions, and has taken them into account as
part of the proposed refinements to our
remuneration policy.
Priorities and key activities for the
Committee in 2025 included:
• a detailed evaluation of the current
remuneration policy, considering how it has
operated over the last three years and the
nature of proposed refinements to ensure that
it operates effectively to drive the Company’s
strategy over the next three years. The
Committee felt that the current remuneration
policy has served the Company well over the
last three years, but also considers that certain
enhancements are now necessary to ensure it
remains fit for purpose for the next three years;
• an informative consultation process with the
Company’s major shareholders and three
leading proxy agencies on the proposed
enhancements to the 2026 remuneration
Policy (the ‘Policy’) and its implementation
was undertaken. The Board Chair and I met
with 11 investors and two proxy agencies,
who all provided feedback, alongside
comments from two further shareholders.
The consultation meetings were particularly
helpful, as they enabled us to explain the
strategic rationale for the proposed LTIP
Total Shareholder Return (TSR) multiplier,
theintroduction of the revenue growth
measure in the LTIP core award and how
these align tothe Growth+ strategy and the
long-term interests of the Company and
shareholders. Details of the proposed
remuneration Policyenhancements are set
out on pages128 to 134;
• a determination of the 55.8% vesting levels
for the LTIPs granted in 2022, which vested in
2025, with no exercise of discretion required.
The Committee reaffirmed its decision that
there should be no adjustments to the LTIP
targets or in-flight LTIP awards;
• for LTIP awards granted from 2023 onwards
(under the current remuneration policy) an
environmental measure was incorporated,
which accounts for 10% of the maximum
opportunity. The measure is an absolute
reduction in Scope 1 and 2 CO
2
(market-
based) emissions (against the 2020 base
year), with targets aligned to the accredited
and published 2030 Science Based Targets
initiative (SBTi) targets. The Committee has
continued to monitor the performance of
in-flight awards and has received updates on
the systems and processes for generating
and assuring such performance data. In
advance of the Committee determining the
vesting outcomes for the 2023 LTIP awards
that vest in March 2026, the Safety and
Sustainability and Audit Committees
reviewed the assurance data to support the
vesting outcome for this measure and then
made a recommendation to the
Remuneration Committee on the same;
• reviewing a report on the outcomes of the
wider workforce’s pay and incentive
schemes, to understand the context in which
to determine the executive directors’
remuneration outcomes; and
• undertaking an annual review of the
Company’s global pay and benefits structure,
as part of its ongoing responsibility to make
decisions about executive director and senior
management remuneration with the context
of the pay and benefits available to the wider
workforce. As part of this review, the
Committee considered how Rotork balances
the need to attract and retain talent through
locally relevant pay and benefits offerings,
while ensuring equity of benefits across the
business. The Committee also reflected on the
link between performance and reward
throughout the organisation and in particular
how this operates over the longer term to
reinforce a more performance-based culture.
Rationale for the proposed remuneration
Policy and its future operation
Rotork has delivered significant growth over the
last three years. Following the appointment of
Kiet Huynh (as CEO) in January 2022 and the
introduction of the Growth+ strategy later that
year, there has been strong growth in organic
sales, margins and earnings, while ROCE has
continued to expand. However, we feel that the
current incentive measures do not fully capture
the strategic priorities driving this success.
Over the last three years, on a reported basis the
business has (on average) achieved mid to high
single-digit revenue growth, driven by the three
pillars of the Growth+ strategy – Target Segments,
Customer Value and Innovative Products and
Services. Driven by strong OCC Target Segment
growth, revenues increased from £641.8m in 2022
to £777.3m in 2025. A focus on operational
execution has driven the adjusted operating
margin from 22.3% to 24.6% and disciplined
capital allocation has resulted in an increase in
ROCE to 38.4%. As at 31 December 2025, the
Company was ranked at position 124 in the FTSE
All-Share Index.
The financial ambition behind the Growth+
strategy is mid to high single-digit revenue
growth and mid-20s adjusted operating
marginover time. Having undertaken an
in-depth review, we felt that this is not
adequately captured in the current performance
measures within the variable incentives.
Following consultation with our largest
shareholders and the main proxy voting
organisations, we are proposing the
introduction of targeted changes to more
closely align executive rewards with strategic
delivery and shareholder value.
Base salary: we plan to increase executive
directors’ salaries over the next few years, in a
phased manner, to ensure they remain aligned to
mid-market levels when benchmarked. Any
annual increase will be single digit and
conditional on continuing performance of both
the individual and the business. The context and
explanation for this is set out later in this report.
Annual bonus: we plan to make no changes to
the bonus opportunity, method of operation or
deferral arrangements. We plan to make a small
change to simplify the ESG strategy metric in
the annual bonus (which will continue to make
up 10% of the opportunity), so that half the
metric (5%) would be linked to health and
safety and the other half (5%) to employee
engagement (including diversity and inclusion).
As this is a minor change, it does not constitute
a change in the Policy itself.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com120
Directors’ Remuneration report continued
Annual statement by the Chair of the Remuneration Committee continued
Long Term Incentive Plan (LTIP): to support a
focus on sustained growth, we are proposing the
replacement of the 30% weighting on relative
TSR with a revenue growth measure (with an
expected three-year revenue compound annual
growth rate (‘CAGR’) target range of 5% for
threshold vesting, increasing to 9% for stretch
vesting) in the core LTIP award. We would then
overlay relative TSR as a multiplier to the whole
core award outcome. The intention is for this to
better align the LTIP measures to the next phase
of the delivery of our strategy. For consistency,
this approach would apply to all recipients of LTIP
awards at Rotork.
As an example, for the CEO, up to 200% of
salary (i.e. the maximum outcome for the core
award) in LTIP awards would vest for delivering
the business performance metrics of revenue
growth (30%), adjusted EPS (30%), ROIC (30%)
and environmental Scope 1 and 2 emissions
reductions (10%). The outcome would then be
multiplied by 1.0x (i.e. no change) for up to
matching the median TSR against a peer group
of companies. This would increase to a
multiplier of 1.5x for upper quartile TSR
performance (to a maximum outcome of 300%
of salary), with a straight-line multiplier for
intervening relative TSR ranking. The result
would be that if the business performance
targets are fully met but the share price does
not reflect that performance (which may be due
to the potential influence of market factors and
cyclicality, rather than anything specific to the
Company), there would be no increase in LTIP
vesting levels.
The change to the LTIP would result in no
higher level of vesting at target/median
performance where the multiplier is 1.0x.
However, it would enable increased levels of
vesting for delivering sustained corporate
financial performance if there is a relative TSR
outperformance in the three-year performance
period, where the multiplier is up to 1.5x. This
aligns with the Committee’s philosophy of
rewarding management for delivering sustained
corporate performance.
Shareholding guidelines: the current levels are
350% of salary for the CEO and 300% for the
CFO. We feel these remain appropriate, so will be
maintained at these levels. We will, however,
require that executive directors normally retain all
of the shares that they receive from the operation
of the Company’s incentive share plans (after sales
to meet any taxes) and that they have purchased
until they reach this level. This approach builds
shareholdings quicker than imposing a set date
for achieving the shareholding requirement.
Shareholder consultation: we undertook an
extensive consultation with our investors from
October 2025. As a result of their feedback, we
have clarified how the salary increases would
operate in future years and provided additional
disclosure in this report. The feedback and
engagement we received are greatly
appreciated by the Committee.
We are also proposing a small number of minor
changes in the Policy to either simplify it or seek
to ensure that it would not restrict future
operations if circumstances required it.
The Committee’s approach to
remuneration in 2025
The Committee’s approach to remuneration
arrangements in 2025 across the Company in
general, and specifically for the executive
directors and the Rotork Management Board,
was guided by Rotork’s key remuneration
principles. Our approach was based on an
ongoing sensitive appreciation of the business’
performance and the experience of
shareholders and employees during the year.
The Committee’s specific considerations are
described below.
Business performance
The Committee continued to monitor the
performance of the business closely throughout
the 2025 financial year. As is evident in this
Annual Report and Accounts, Rotork continued
to show progress in 2025.
On an OCC basis, revenue was 3.7% higher
when compared with 2024, while adjusted
operating profit was £191.5m and the adjusted
operating margin was 24.6%. The Committee
also noted that order intake increased by 6.0%
against 2024, on an OCC basis. Overall, the
figures demonstrate the underlying health of
the business and the continued strong progress
in delivering the Growth+ strategy and Target
Segment focus.
Shareholder experience
Rotork’s share price was modestly higher in
2025 and a progressive dividend continued to
be delivered to shareholders. Rotork remains a
highly cash-generative business. Consistent
with its capital allocation policy, the Company
acquired Noah and returned £50m of cash to
shareholders as part of a share buyback
programme which ran between April and
October 2025. A further £50m share buyback
programme commenced in November 2025,
with an additional £10m returned to
shareholders by the end of 2025.
Employee experience
Under the leadership of the Board and the
Rotork Management Board, the Company
continues to protect the health (including
mental health) and financial wellbeing of its
employees, and remains mindful of obligations
to other stakeholders. We continue to monitor
the cost of living for all our employees globally
and we have again considered their experiences
when making our remuneration decisions.
As part of the 2025 annual salary review, we took
the opportunity to re-align the salary review date
for the wider workforce (which had temporarily
been brought forward to 1 January in 2023 and
2024) to the traditional 1 April review date. This
realigned the wider workforce salary review date
with that of the executive directors and members
of the Rotork Management Board.
To support the transition, aone-time payment to
employees below Rotork Management Board level
was made in 2025 to cover any salary increase for
the first quarter of the financial year. The average
pay increase for the UK workforce (excluding
promotions) on 1April 2025 was 3.9% and was
4.5% globally.
Salary reviews for all executive directors and the
Rotork Management Board remained effective
from their usual date of 1 April 2025.
All Rotork employees continue to participate in a
discretionary bonus scheme with targets based
on a combination of the performance of their
local business and the performance of the
Group. The 2025 payout for employee groups in
the wider workforce (to be paid in 2026)
averaged 113.80% of the normal maximum
opportunity. The normal maximum opportunity
was exceeded because performance hit the
stretch targets that are an element of the wider
workforce bonus scheme. This is in line with the
wider workforce average payout for 2024.
The business continued to support the physical
and mental health of employees through the
global Employee Assistance Programme (EAP).
Ourindependent charity, the Rotork Benevolent
Support, maintained support for employees,
ex-employees and their families suffering hardship.
86% of our employees globally participated
inour externally facilitated annual employee
engagement survey in 2025, representing a
6%increase on an already high participation
rate in 2024. In addition to an increase in the
participation rate in 2025, our engagement
survey results illustrated a year-on-year
increasein the level of engagement score,
outperforming similar organisations who
werealso undertaking their second year
usingthe external engagement partner.
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Directors’ Remuneration report continued
Annual statement by the Chair of the Remuneration Committee continued
Employee experience continued
In recognition of our responsibility to help reduce
inequality and to contribute to a fairer society
more broadly, Rotork committed to a Real Living
Wage Policy in 2020. Since then, we have ensured
any employee is paid above this level where a
published rate exists in a country. Rotork is an
accredited Real Living Wage Employer in the UK.
The Group’s Fair Pay Framework guides Rotork’s
reward policies, procedures, systems and decision
making globally in support of a commitment to
deliver fair and competitive remuneration in line
with our remuneration principles and a ‘real
living wage’ to employees where this exists in a
country. This provides assurance that processes
are non-discriminatory and operate to help reduce
any gender or ethnicity pay gaps. Employees
are made aware of the Framework as part of
their induction and it is published on the
employee intranet. Additional training is
provided to all decision-makers within the
business to ensure that the Framework is
applied and decisions are also subject to
moderation by the HR function.
Overall, the Committee’s assessment of the
employee experience is that Rotork has acted
responsibly towards all employees and has
proactively supported their health (including
mental health) and financial wellbeing during
2025. The Committee also believes that Rotork has
maintained a pay culture, pay policies and
frameworks that support wider societal views
throughout 2025 and are appropriate to support
the performance of the Group.
Remuneration outcomes for 2025
Salary
As explained in last year’s report, the CEO, Kiet
Huynh, received a base salary increase of 3.9%
and the CFO, Ben Peacock, received an increase
of 6.0%, which were both effective from
1April 2025. This increase took their base
salaries to £709,585 and £455,800 respectively.
For the reasons explained in last year’s report,
the Committee increased the Chair’s fee level
by 18% to £320,000 and the Senior
Independent Director’s additional fee by 13.3%
to £12,000, both with effect from 1 April 2025.
The Board increased the non-executive director
base fees and their fees for additional
responsibilities (excluding the Senior
Independent Director’s fee) by 3.9% (matching
that of the wider UK workforce increase,
excluding promotions), effective from
1April2025.
Annual bonus
The 2025 annual bonus performance metrics
(which remained unchanged from 2024) were
based on: adjusted operating profit performance
(60% of opportunity); cash generation (15% of
opportunity); ESG measures (10% of opportunity)
including total recordable incident rate (TRIR),
together with a mix of quantitative targets
covering culture and engagement scores and
qualitative targets focused on environmental
innovation, particularly in relation to products;
and strategic personal objectives (15% of
opportunity). For full details see pages 137
to138.
Having reviewed performance against these
targets, alongside the strategic personal
objectives, the Committee decided that the
level of payout, expressed as a percentage of
the maximum opportunity, should be 83.60%
for Kiet Huynh and 84.10% for Ben Peacock,
with no need for discretion to be applied. In
approving this level of payout for the executive
directors, the Committee noted that at
thislevel:
• the 2025 payout results in an award, as a
percentage of the maximum opportunity,
atan average of 4 percentage points lower
than in 2024, compared to OCC adjusted
operating profit growth of 10.0%;
• the payout results in an award for the CEO
of 125.40% of salary compared to 131.85%
for 2024. The CFO’s payout results in an
award of 105.13% of salary compared to
111.13% of salary earned during the time
served in 2024; and
• the 2025 payout for employee groups in the
wider workforce averaged 113.80% of the
normal maximum opportunity. The normal
maximum opportunity was exceeded
because performance hit the stretch targets
that are an element of the wider workforce
bonus scheme. This is in line with the wider
workforce average payout for 2024.
The Committee was therefore satisfied that the
bonus award to the executive directors was
aligned with Rotork’s key remuneration
principles and the performance of the business.
It was also appropriate and fair in comparison
with the wider workforce.
Under the current remuneration policy, any
annual bonus awarded to executive directors
greater than 60% of the maximum opportunity
is deferred in shares for three years under the
Deferred Annual Bonus Plan. Accordingly, in
respect of the annual bonus award for 2025,
35.6% and 30.1% of current salary for each of
Kiet Huynh and Ben Peacock respectively will be
deferred in shares for three years under this plan.
LTIP
The outturn for the 2023 LTIP award, which vests
in March 2026, is based on four performance
metrics that relate to growth in adjusted
earnings per share (EPS) (30%), relative total
shareholder return (TSR) over three years (30%),
the rate of growth in economic profit (areturn
on invested capital (ROIC) measure) (30%) over
the three financial years to December 2025
andan absolute reduction in Scope 1 and 2
CO
2
(market-based) emissions against a 2020
base year.
The outcomes of each of the performance
measures over the three-year performance
period were as follows. Adjusted EPS grew by
33.6% over the period, resulting in 95.80%
vesting for this part of the award. Rotork’s
relative TSR ranking within its comparator
group exceeded the ranking required for
threshold vesting but did not exceed the
ranking required for maximum vesting, resulting
in 43.30% vesting for this part of the award.
Economic profit (ROIC) was £169.4m, exceeding
the target of £158.7m or more required for
maximum vesting, resulting in 100% vesting for
this part of the award. A 43% absolute
reduction in Scope 1 and 2 CO
2
emissions
(market-based) compared against the 2020
base year was achieved, exceeding the 39%
reduction required for maximum vesting,
resulting in 100% vesting for this tranche of
theaward.
Taken together, this resulted in an overall level
of vesting of 81.7% for the 2023 LTIP award.
Having reviewed share price movements over
the three-year performance period, the
Committee is satisfied that no windfall gains
were made in relation to the 2023 LTIP. The
Committee was also satisfied that no element
of discretion needed to be applied against the
formulaic vesting outcomes.
During 2025, LTIP awards were granted to the
executive directors, a group of senior managers
and a number of less senior, high-performing
and talented employees. In accordance with the
current policy, awards equal to 200% of salary
for the CEO and 175% of salary for the CFO
were granted. The Committee will, at vesting,
as part of its normal review of formulaic
remuneration outcomes, explicitly look at the
value of these awards relative to the
shareholder and employee experience over the
same period. All recipients accepted the terms
of grant in writing, including those related to
malus and clawback, as a condition of receipt
of the award.
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Directors’ Remuneration report continued
Annual statement by the Chair of the Remuneration Committee continued
Overall level of remuneration in 2025
The Committee carefully considered the extent
to which the overall remuneration outturn for
executive directors reflected the substantive
performance of the business and both the
shareholder and employee experience during
the year. A review of base salary, annual bonus
and 2023 LTIP outturns (relevant to the CEO
only) were reviewed as part of this. The
Committee was satisfied that the overall
outcome was fair, appropriate and
proportionate and in line with the pay culture
and approach at Rotork.
Full details of the targets and performance
against them for both the annual bonus plan
and the 2023 LTIP are set out on pages 137
to139.
Looking forward to remuneration in 2026
The structure of remuneration in 2026 will be
broadly consistent with 2025, and (on the basis
that the proposed Policy amendments are
approved by shareholders at the 2026 AGM)
inaccordance with the new Policy.
2026 base salary review
As I mentioned earlier, as part of the Policy
review process, we consulted our major
shareholders and the main proxy voting
agencies on proposals to increase the executive
directors’ salaries over the next few years, in a
phased manner. The annual increases will be
single digit and will be conditional on
continuing performance of both the individual
and the business.
The proposals have been designed to reflect the
increased size and complexity of the business
and the exceptional contributions of the
executive directors in delivering sustained
strong business performance to date and to
incentivise continued strong performance.
The Committee firmly believes that the executive
directors should receive a fair and appropriate
level of remuneration for their role and
contribution to the business. As a cross-check,
we compared their packages to the market and
identified that both base salary levels and
incentive opportunity levels have fallen materially
behind the mid-market level while Rotork’s
performance has been strong. This creates both
a retention risk and salary compression issues
among senior managers. We carried out
benchmarking against comparable FTSE 70–170
companies (reflecting Rotork’s ranking at the
time of circa 120) and companies in our broad
sector, with a similar size (Coats, Renishaw,
Qinetiq, Spectris, Babcock, IMI, Spirax and Weir).
We assessed that base salaries were c.12%
below the mid-market level and that the
incentive opportunity was c.50% of salary
below the mid-market opportunity level. The
combination of this left total target
remuneration in the lower quartile and c.20%
below the mid-market level.
The proposal we consulted on involved:
(i) phased salary increases for the CEO and
CFO, which will be effective over the
three-year Policy period. The CEO’s and
CFO’s salary will be increased by an
above-inflation rate (plus the average
increase for the UK workforce, absent
promotions of 3.2%) in 2026. We then
intend to align the executive directors’
salaries to the mid-market levels with
subsequent annual increases. The
Committee would prefer to reset salaries
inone move but understands investor
preference for large base salary increases
tobe implemented in phases and
remainsubject to both personal and
business performance;
(ii) a change in the LTIP design to better reflect
the Growth+ strategy with an increase in the
LTIP opportunity as described earlier; and
(iii) no changes to the required levels of
shareholding or the bonus plan (other than
a minor change to simplify the elements
measured within the 10% ESG metric of the
annual cash bonus opportunity).
These changes reflect the increased complexity
of the Rotork business over the last three years
and better reflect the excellent past performance,
experience and skills of the executive team.
Since the introduction of the Growth+ strategy
in 2022, we have seen good growth in organic
sales, margins and earnings, while ROCE has
continued to expand. On an OCC basis, revenue
was 3.7% higher than in 2024. The business
has achieved mid to high single-digit revenue
growth over the last three years, with revenue
(on an OCC basis) growing from £641.8m in
2022 to £777.3m in 2025. The adjusted
operating profit for 2025 was £191.5m,
resulting in an adjusted operating margin of
24.6%. Rotork’s order intake has also increased
by 5.2% against 2024. The Group’s revenue
continues to be international, with 94% of
Group revenue (on a reported basis) in 2025
originating from outside the UK, a 1% increase
on prior year.
We intend to make increases to then position
the CEO and CFO around the median of the
peer groups for base salary and between the
current lower quartile and median for the
totaltarget remuneration. While the bonus
opportunity will remain at below market levels,
the change to the LTIP will position the maximum
total remuneration at, or slightly above, the
median. This reflects the leverage created by
the TSR multiplier (which delivers nothing for
simply matching the median-ranked company
inthe TSR peer group).
In the first phase of realigning base salary
levels, Kiet Huynh will receive a base salary
increase of 9.5%, taking his salary to £776,996
effective from 1 April 2026. Ben Peacock will
also receive a base salary increase of 9.5%,
taking his salary to £499,101 effective from
1April 2026.
2026 Chair and non-executive
directors’fees
The Committee determined that the Chair’s
feewould be increased by 3.2% (in line with
the average for the UK workforce (excluding
promotions) to £330,200 from 1April 2026.
The Board has determined that the non-executive
director base fee and their fees for additional
responsibilities (except for the fee for the Audit
and Remuneration Committee Chair roles) will
increase by 3.2% (in line with the wider UK
workforce increase (excluding promotions) from
1April 2026, as approved by the Board. The
Board approved that the fee for the additional
responsibilities of the Audit and Remuneration
Committee Chair roles would increase by 10.3%
from 1 April 2026, given that the benchmarking
exercise indicated that the levels were falling
behind the median.
Pensions
At Rotork, the UK basic rate of pension is 9%
but as Rotork passes on savings in National
Insurance (NI) from the sacrificed salary to
employees, the majority pension contribution
rate in the UK is 10.35% at current NI
contribution levels. In accordance with the
current remuneration policy, the pension
allowance for the executive directors is aligned
to the contribution available for the majority of
the wider workforce (10.35%).
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Directors’ Remuneration report continued
Annual statement by the Chair of the Remuneration Committee continued
2026 annual bonus opportunity
In line with the current remuneration policy the
maximum opportunity for Kiet Huynh and Ben
Peacock will remain at 150% and 125% of salary
respectively. The performance metrics will be:
• adjusted operating profit performance (60%
of opportunity) – the bonus plan is based on
the 2026 budget approved by the Board;
• cash generation (15% opportunity) – the
target to achieve the maximum outturn will
remain at 110%, reflecting the importance
of the sustained focus on cash generation;
• ESG (10% of opportunity) – measures will be
aligned to the three pillars of the
sustainability strategy, as set by the Safety
and Sustainability Committee, but exclude
environmental emissions reductions which
will remain part of the LTIP opportunity. Half
of the opportunity will continue to be based
on the TRIR health and safety measure, with
a threshold set at 0.26 and a maximum set
at 0.20. The other half of the opportunity
will be linked to quantitative targets set to
cover employee engagement (including in
relation to diversity and inclusion); and
• strategic initiatives (15% of opportunity) –
these will be set for the executive directors
with a focus on the continued strategic
development and innovation of the business
and delivery of the Growth+ strategy.
In accordance with the remuneration Policy, any
annual bonus payout in excess of 60% of the
maximum opportunity will be deferred in shares
under the Deferred Annual Bonus Plan.
As is usual, executive directors will be invited to
participate and must agree in writing to all the
conditions pertaining to the annual bonus plan,
including those relating to malus and clawback
and to the post-cessation of employment
shareholding arrangements that will apply tothe
portion of the annual bonus deferred inshares
under the Deferred Annual Bonus Plan.
2026 LTIP
In line with the proposed remuneration Policy,
and subject to its approval by shareholders at
the 2026 AGM, the maximum opportunity for
Kiet Huynh as CEO and Ben Peacock as CFO will
be a core award of 200% and 175% of salary
respectively. This would then be multiplied by
between 1.0x (i.e. no change) and 1.5x based
on Rotork’s relative TSR performance (the
TSRmultiplier).
The structure of the 2026 LTIP performance
conditions and metrics (with a performance period
of three financial years) will be as set out below:
• revenue growth (30% of the core award
opportunity) – the threshold and maximum
to be set at 5% and 9% CAGR over the 2025
level by the end of 2028 respectively, with
straight-line vesting between these points;
• adjusted EPS (30% of the core award
opportunity) – the threshold and maximum to
be set at 4% and 10.5% CAGR growth over
the 2025 adjusted EPS by the end of
2028respectively, with straight-line vesting
between these points. This is an increase in the
growth required at
threshold from 2025, which
was a 2.9% CAGR;
• economic profit (ROIC) (30% of the core award
opportunity) – performance will be measured
against the long-term plan for the business.
Maximum award will require a growth rate
over the period equivalent to more than
11.1% CAGR in profit after tax; and
• absolute reduction in Scope 1 and 2 CO
2
emissions (market-based) from a 2020 base
(10% of the core award opportunity) –
maximum performance will represent a
reduction of 53% by the end of 2028. This
stretch target is ambitious and in line with the
SBTi’s forward-looking ambition adjustment
methodology. Threshold performance will
represent a reduction of50%.
The proportion of maximum earned at threshold
performance is 25% for revenue growth, adjusted
EPS and emissions reduction and 0% for ROIC.
The outcome of the above performance
conditions will then be multiplied by the relative
TSR multiplier. This is determined by the relative
TSR compared against a selected list of
constituents of the FTSE 350 Industrial Goods and
Services sector (the 15 companies are footnoted
below).
1
For a ranking of median or lower the
multiplier will be 1.0x (i.e. no change), rising on a
straight-line basis to 1.5x for an upper quartile or
above ranking. Should the relative TSR multiplier
operate at 1.5x, this would bring the maximum
opportunity for the CEO to 300% of base salary
and for the CFO to 262.5% of base salary.
As currently, the LTIP awards will attract
dividend equivalents in the form of additional
shares and will be subject to the same post-
vesting holding period requirements. To allow
for the awards to be made under the proposed
2026 remuneration Policy, subject to its
approval by shareholders, we intend that the
awards would be granted shortly after the 2026
AGM. They would be subject to the executive
directors agreeing in writing to all the
conditions under which the awards are made,
including the appropriate malus and clawback
and post-cessation of employment shareholding
arrangements that will apply to these awards.
Wider workforce remuneration matters
Our key remuneration principles provide the
foundation for a fair pay agenda at Rotork and
this has been reflected in our approach to pay
and remuneration during 2025.
We look to apply the key remuneration
principles, along with our Fair Pay Framework,
consistently throughout the business and seek to
ensure there is consistency in how we structure
pay so that performance measures and incentives
reinforce the right behaviours. If specific actions
are necessary to satisfy governance expectations
or are required under the remuneration Policy,
these are made once the right remuneration
structure for the business has been set.
Our Fair Pay Framework helps ensure standards
are met throughout Rotork’s operations
globally, including ensuring our approaches
anddecisions are non-discriminatory.
The Committee keeps the business’
performance on any potentially discriminatory
factors under regular review. Gender pay gap
metrics are reviewed each year before they are
published, as is the gender-based distribution of
pay increases, promotions and bonus awards.
We have also focused our attention on pay and
ethnicity and the Committee now reviews these
metrics in addition to gender-related metrics.
We have again published our ethnicity pay gap
alongside our Gender Pay Report.
Recruitment processes are reviewed to help
remove potential bias in order to help the
business have access to the whole talent pool
and to help ensure that there is no bias against
any potential employees.
The Company considers employee participation in
the success of the business to be a key part of the
Company’s overall remuneration strategy which
aligns the interests of employees and shareholders
and helps to recruit, retain and motivate
employees at all levels within the Group. Rotork
offers discretionary annual bonus opportunities
to all employees, regardless of role, offers share
ownership schemes where practicable and
delivers a profit-sharing programme to the vast
majority of employees. The Committee believes
that this approach provides a meaningful and
important incentive to employees in promoting
share ownership at all levels in the Group.
Notwithstanding the considerable progress that
has been made, we set ourselves high standards
and will continue to review and update our
approaches and continue to commit to doing
the right thing. More details are provided in the
‘Making a positive social impact’ section on
pages 49 to 54.
1 The companies are Bodycote, DCC, Diploma, discoverIE Group, Goodwin, Halma, IMI, Morgan Advanced MRA, Oxford Instruments, Renishaw, RS Group, Smiths Group, Spirax, Vesuvius and Weir.
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Rotork Annual Report 2025 rotork.com124
Directors’ Remuneration report continued
Annual statement by the Chair of the Remuneration Committee continued
How the Remuneration Committee operates
The Committee currently comprises three
independent non-executive directors and this
was the case throughout 2025. I was appointed
as Committee Chair on 1 January 2025, and Iam
also a member of the Audit Committee which
facilitates valuable cross-committee insights on
assurance-related aspects of remuneration
decisions. Andrew Heath hasbeen a member of
the Remuneration Committee since 1May 2024
and has brought valuable insight including from
his role asChair of the Safety and Sustainability
Committee. Karin Meurk-Harvey has been a
member of the Remuneration Committee since
September 2021 and is also amember of the
Safety and Sustainability Committee.
The Remuneration Committee meets a
minimum of three times a year and will hold
additional meetings for any ad hoc business
requirements that arise, as it did in 2025 with
additional meetings to discuss, in particular, the
remuneration Policy proposals outlined above.
Members of the Committee also hold
discussions as required outside of the formal
meetings. During 2025, given the important
discussions that the Committee held on the
proposed enhancements to the remuneration
Policy, the Committee met formally five times.
Details of members’ attendance at each of the
meetings are provided on page 91. The Group
General Counsel & Company Secretary acts as
secretary to the Committee.
The Committee is keen to ensurethat its
deliberations and decisions are undertaken in
the fullest context of the business and taking
into account how employees across the Group
are rewarded, as well as ensuring that its
decisions are made in the most transparent
manner possible. To that end, the Committee
invites the Group Chief Human Resources &
Sustainability Officer to its meetings to provide
this wider context and to ensure that all its
decisions remain aligned with Rotork’s values
and culture, which remain fundamental to
support the delivery of the Growth+ strategy.
The Board Chair is invited to attend Committee
meetings and provides input about the
performance and remuneration of the Chief
Executive Officer and Chief Financial Officer.
The Chief Executive Officer and Chief Financial
Officer are invited toattend parts of certain
meetings but are not
present when their own
remuneration is considered
. A representative from
the Committee’s remuneration advisers, Korn
Ferry, attends Committee meetings to provide
independent remuneration and ancillary
governance advice.
I would like thank my fellow Committee members,
for their important contributions to the Committee
throughout 2025, all our colleagues across the
business for their hard work and support during
the past year and also the shareholders who
inputted into our consultation process as we
worked upon the proposed enhancements to the
remuneration Policy.
Remuneration Committee performancereview
The Committee carried out an internally
facilitated review of its performance as part
ofthe overall internal Board and Committee
evaluation in 2025 and its findings were
discussed by the Committee and the Board.
Thereview concluded that the Committee
continued to fulfil its duties and discharge its
responsibilities effectively and had worked
through issues in a focused and thoughtful
way. It has also collaborated effectively, when
necessary, with the other Board Committees
especially on matters such as financial
performance and assurance of sustainability
data relevant to remuneration arrangements.
The terms of reference for the Remuneration
Committee were last reviewed in October
2025.A copy of the current terms of
referenceis published on Rotork’s website at:
www.rotork.com/en/investors/committees.
Svein Richard Brandtzæg
Chair of the Remuneration Committee
9 March 2026
Annual bonus and LTIP performance measures
The diagram below shows the performance measures for theannualbonus and LTIP under the proposed remuneration Policy. Performance
measures are aligned to our Growth+ strategy.
Annual bonus opportunity
Adjusted operating profit 60%
Cash generation 15%
ESG strategy 10%
Strategic initiatives 15%
LTIP
Revenue growth
(30%of
coreaward)
Adjusted
earnings per
share (EPS) (30%
of coreaward)
Economic
profit(ROIC)
(30% of
coreaward)
Absolute
reduction in
Scope 1 and 2
CO
2
emissions
from 2020
baseline year
(10% of
coreaward)
Relative Total Shareholder Return (TSR)
1
(1.0x (i.e. no change) to 1.5x core award
outcome)
Note:
The LTIP core award (before the TSR multiplier) would operate as a maximum opportunity of 200% of base salary for the CEO
and 175% of base salary for the CFO.
1 Relative TSR compared to a selected list of constituents of the FTSE 350 Industrial Goods and Services Sector.
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Directors’ Remuneration report continued
Implementation of our remuneration policy in 2025
Purpose Element Kiet Huynh (Chief Executive Officer) Ben Peacock (Chief Financial Officer)
Attract and retain high-calibre
executive directors
Salary
1
£703k £449K
Benefits Benefits comprise a car allowance, life assurance, personal accident and private medical insurance.
Pension Fixed at the rate available to the majority of the workforce in the country in which the director operates. As at the date of this
report in the UK this is 10.35% of salary.
Drive and reward short-term performance Annual bonus 150% of salary maximum (90% salary on target). 125% of salary maximum (75% salary on target).
Based on profit, cash generation, ESG and personal targets. There is a deferral of any annual bonus earned above 60% of the
maximum opportunity for three years in Rotork plc shares under the Deferred Annual Bonus Plan.
Incentivise long-term value creation and
providealignment with shareholders
Long Term Incentive
Plan (LTIP)
200% of salary performance share award. 175% of salary performance share award.
Based on adjusted earnings per share (EPS), relative total shareholder return (TSR), growth in economic profit assessed over a
three-year performance period (ROIC) and absolute reduction in Scope 1 and 2 CO
2
emissions (market-based) with targets aligned
to the accredited, published 2030 SBTi targets. A two-year post-vesting holding period applies, together with malus and clawback
provisions.
Provide alignment with shareholders Shareholding
requirements
350% of salary. 300% of salary.
Executive directors are required to build a shareholding equal to their variable pay opportunity within five years of appointment. A
requirement to hold 200% of salary in shares will apply for two years after cessation of employment subject to the shares having
been acquired from share awards made after the approval of the 2020 remuneration policy (but does not apply to shares held
which were purchased with the executive’s own funds).
Total remuneration opportunity
aton‑targetperformance £1,835k £786k
Actual total remuneration for 2025 £2,670k £995k
1 The figure stated reflects the actual amounts received during the 2025 financial year. As at 31 December 2025, Kiet Huynh’s annual salary was £709,585 and Ben Peacock’s annual salary was £455,800.
Remuneration at a glance
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Rotork Annual Report 2025 rotork.com126
Directors’ Remuneration report continued
Remuneration at a glance continued
Performance outcomes for the 2025 financial year
The table below sets out how the annual bonus and LTIP awards have vested for the financial year
ended 31 December 2025 based on performance against target.
Award Measure Performance Kiet Huynh Ben Peacock
2025 annual
bonus
• Profit (60%)
• Cash generation (15%)
• ESG (10%)
• Strategic personal
objectives (15%)
• 56.0% achieved
• 9.6% achieved
• 5.5% achieved
• Kiet Huynh: 12.5% achieved
• Ben Peacock: 13% achieved
83.6% of
maximum
awarded
84.1% of
maximum
awarded
2023 LTIP
award
• EPS growth (30%)
• TSR (30%)
• Economic profit (30%)
• Scope 1 and 2 CO
2
emissions reduction (10%)
• 95.8% of maximum
• 43.3% of maximum
• 100% of maximum
• 100% of maximum
81.7% of
maximum
vesting
N/A
How our remuneration policy supports Rotork’s strategy
Our remuneration policy has been developed to enable Rotork to recruit and appropriately reward
an executive team of the calibre required to lead our global business to deliver the best outcomes
for all our stakeholders. We aim to pay competitively against the talent pools from which we
recruit with a significant proportion of pay linked directly to the performance of the business and
delivered in Rotork’s shares to ensure strong long-term alignment with shareholders.
Our aim is to deliver strong and sustainable margins, consistent year-on-year growth in revenues
and profit and a high return on capital which, combined with our asset-light model, delivers strong
cash generation. The financial measures in our incentive plans reflect these priorities and our
long-term financial objectives.
Strategic priorities Bonus LTIP
Innovation • Strategic targets • Economic profit (ROIC) measure
Operational
excellence
• Cash generation measure and
strategic initiative targets
• Not applicable
Growth • Profit measure • Revenue growth measure
1
• Adjusted earnings per share measure
• Relative total shareholder return multiplier
2
Sustainability • ESG (including safety) measures
• Deferral into shares
• Malus and clawback provisions
• Five-year time horizon (three-year performance
period and two-year holding period)
• Malus and clawback provisions
• Absolute reduction in Scope 1 and 2 CO
2
emissions (2020 base year) with targets at least
as demanding as the path required to meet the
published 2030 SBTi target/aligned to the SBTi’s
forward-looking ambition adjustment guidelines
1 Under the proposed remuneration Policy, this would be a performance measure in the core LTIP award.
2 Under the proposed remuneration Policy, relative TSR would be a multiplier to the core LTIP award performance measures.
Performance measures
Performance measures are used to determine the extent of any awards made under the variable
elements of the executive directors’ remuneration, both annual bonus and LTIP. The performance
measures are selected because of their use as key performance indicators (KPIs) to assess Company
performance and to align the interests of the directors to those of the shareholders. Non-financial
KPIs constitute part of the annual bonus award and these are selected to ensure that performance
measured by financial KPIs is not delivered at the expense of important non-financial
considerations, specifically safety and sustainability.
The measures used under the current remuneration policy or proposed to be used in the
enhancements to the 2026 remuneration Policy each fulfil a distinct purpose as set out below:
Measure Used in Purpose
Adjusted operating profit Annual bonus Maintains focus on annual profits.
Cash generation Annual bonus Maintains discipline on managing inventory and receivables.
ESG measures Annual bonus Focus on health and safety, employee engagement,
diversity and product environmentalimpact.
1
LTIP Absolute reduction in Scope 1 and 2 CO
2
emissions (2020
base year) with targets at least as demanding as the path
required to meet the published 2030 SBTi target/aligned to
the SBTi’s forward-looking ambition adjustment guidelines.
Strategic objectives Annual bonus Provides a balance to financial delivery which reflects
activities that contribute to the longer-term success of the
Group. These include environmental targets.
Adjusted earnings per share LTIP Adjusted EPS is a key measure for analysts who cover
Rotork and reflects long-term growth in profits.
Relative TSR
2
LTIP Reflects the long-term growth in the value of shareholders’
investment in Rotork.
Revenue growth
3
LTIP Incentivises growth in the business which complements
cost efficiency in other measures.
Economic profit (ROIC) LTIP Captures the cost of the capital required to operate the
business and instils discipline around capital usage into
financial decision making.
1 Under the proposed remuneration Policy this would focus on health and safety and employee engagement (including diversity
andinclusion) related initiatives.
2 Under the proposed remuneration Policy, relative TSR would be a multiplier to the core LTIP award performance measures.
3 Under the proposed remuneration Policy, this would be a performance measure in the core award.
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rotork.com Rotork Annual Report 2025127
Directors’ Remuneration report continued
Remuneration Policy report
Introduction
Rotork’s Directors’ Remuneration Policy (the
‘Policy’) is set out in full on pages 130 to 134.
The Policy is subject to a binding shareholder
vote at our Annual General Meeting (‘AGM’) on
1 May 2026 and, if approved, will apply from
this date. It is intended that the Policy will apply
for a period of up to three years when the
Policy will be submitted to shareholders for
re-approval at the 2029 AGM at the latest.
The Policy was reviewed and approved by the
Remuneration Committee and Board. As part of
the process, the views of our larger shareholders
and other investor advisory bodies were sought.
In addition, the thoughts of other Board
members, management and external advisers
were considered. The members of the
Committee then made decisions independently.
No individual participates in decisions relating
to their own personal remuneration, instead
recusing themselves from those discussions.
Principles
The Remuneration Committee remains
committed towards remuneration being:
• performance driven, competitive and fair;
• motivating, affordable and proportionate;
• aligned to shareholders’ interests; and
• globally relevant and transparent.
Approach
The Committee remains satisfied that the current
policy, which was approved by shareholders at the
2023 AGM (with over 98% support) has worked
effectively over the course of the previous three
years. Whilst the current policy remains aligned
with the interests of shareholders and other
stakeholders and operates in line with Rotork’s
business strategy, purpose and values, the
Committee believes that certain enhancements
are necessary to ensure that the 2026 Policy
continues to align with Rotork’s Growth+ strategy
and the long-term interests of the Company
and shareholders over the next three years.
The changes that are being proposed are explained
in the Committee Chair’s statement on pages 120
to 125 and are set out in the table below.
The financial ambition behind the Company’s
Growth+ strategy is mid to high single-digit
revenue growth and mid-20s adjusted operating
margins over time. As part of the Policy review,
and in order to strengthen the alignment of the
Policy to the Company’s Growth+ strategy, the
Committee gave careful consideration to the
way in which the incentive plans operate within
the Policy to support a focus on sustained
growth. Following a consultation process with
our shareholders, we are proposing to retain
our existing measures of adjusted earnings per
share (EPS), economic profit (ROIC) and an
environmental performance measure, alongside
their respective existing weightings. In addition,
we are proposing to add revenue growth with a
30% weighting to the core award and then
overlay relative TSR as a multiplier to the whole
outcome of these four core award metrics. This
is explained in more detail on pages 124
and146.
In addition, there are a small number of changes
designed to enhance the flexibility and ability of
the Committee to take decisions as needed
within the Policy parameters (for example, the
operation of discretion, temporary base salary
increases or payment of an allowance for
temporary additional duties, how fees to the
Chair and non-executive directors might be paid
and to allow for additional time commitment).
In the Committee’s view, and as advised by its
external remuneration consultants, there are no
changes required to bring the Policy in line with
the 2024 UK Corporate Governance Code as
the Company’s existing remuneration policy
and remuneration arrangements were in full
compliance with the 2024 Code from the date
on which it became effective for Rotork.
A summary of the key features of the current
policy, our proposed Policy changes, the
rationale for these changes and how they will
be implemented is included in the table below.
In addition, we propose to enhance the Policy
on recruitment to allow for a larger initial LTIP
grant (if needed) to secure a candidate from
North America.
Pay element Current remuneration policy Proposed Policy change Rationale and implementation in 2026
Base salary Normally salary increases will be no higher than the average
increase (as a percentage of salary) applied to the workforce.
However, the Remuneration Committee retains discretion to
award higher increases if appropriate.
No change. As at 1 April 2025 these were: £709,585 for the CEO, and £455,800 for
the CFO.
From 1 April 2026 these will be: £776,996 for the CEO, and £499,101 for
the CFO.
Benefits Standard benefits package. No change. N/A
Pension This refers to the rate available to the majority of the
workforce in the country inwhich the director operates
(currently, in the UK, this is 10.35% of salary).
No change. N/A
Annual bonus Individual limit of 150% of salary. Any bonus in excess of
60% of maximum is deferred into shares for three years.
Performance conditions and weightings determined annually
with majority to befinancial.
Clawback and malus provisions apply.
The Committee has discretion to adjust formulaic outcomes.
No change. CEO/CFO opportunities remain at 150%/125% of salary respectively.
Performance conditions for 2026:
profit (60%); cash generation (15%); ESG measures (10%); strategic
objectives (15%).
The ESG measures do not create an overlap with the environmental
emissions measures in the Long Term IncentivePlan.
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Rotork Annual Report 2025 rotork.com128
Directors’ Remuneration report continued
Pay element Current remuneration policy Proposed Policy change Rationale and implementation in 2026
Long‑term incentives Policy limit is 200% of salary p.a.
Performance share awards vest after three years with a
subsequent two-year holding period.
Performance conditions determined annually.
Clawback and malus provisions apply.
The Committee has discretion to adjust formulaic outcomes.
The Policy limit is to increase to 300%
ofsalary.
CEO/CFO maximum award levels will increase to 300%/262.5% of salary
respectively, which allows for the operation of the TSR multiplier.
The performance conditions for 2026 awards are to change from:
• adjusted EPS target (30% weighting);
• TSR relative to the FTSE 350 Industrial Goods and Services sector
(30% weighting);
• return on invested capital (a measure of economicprofit)
(30%weighting); and
• absolute reduction in Scope 1 and Scope 2 CO
2
emissions
(10%weighting).
To the following performance conditions:
• adjusted EPS target (30% weighting);
• revenue growth (30% weighting);
• return on invested capital (a measure of economic profit)
(30%weighting); and
• absolute reduction in Scope 1 and Scope 2 CO
2
emissions
(10%weighting).
With a multiplier of the above core award outcome of between 1.0x
(nochange) to 1.5x (enhancing the vesting level by 50%) for relative
TSRperformance against a group of companies selected from within
theFTSE 350 Industrial Goods and Services sector over the range of
median to upper quartile.
Shareholding guidelines Equivalent to total variable pay opportunity.
No requirement to retain shares received from incentive plans
but expected tobe achieved five years from appointment.
Executive directors normally have to retain 200% of final
salary for two years post-cessation.
Set the requirement as 350% and 300%
ofsalary for the CEO and CFO (or other
executive directors) respectively.
Require the retention of all beneficially
owned shares and shares that they receive
from the operation of the Company’s
incentive share plans until theyreach this
level (after sales to meet any taxes).
These levels are suitable for the Company and should not inhibit future
recruitment. Requiring the retention of all shares received from the
operation of the Company’s incentive share plans (after sales to meet
anytaxes) and any share purchases until the required level has been
achieved builds shareholdings quicker than imposing a date for achieving
the requirement.
Chair and non‑executive
directors’ fees
The fees for the non-executive directors comprise a basic
Board fee, with additional fees paid to the Senior Independent
Director, Committee Chairs, the Non-executive Director
forWorkforce Engagement, and other similar Board
responsibilities. Additional fees may be paid for additional
temporary responsibilities.
Any reasonable business-related expenses may be reimbursed
(including tax thereon if determined to be a taxable benefit).
Allowing additional fees to be paid for time
commitment, including to allow for
international travel.
Clarifying that fees may be delivered other
than in cash, but not through any of the
Company’s annual bonus, LTIP or other
employee share plans or pension
arrangements.
Providing additional flexibility.
Approach continued
Remuneration Policy report continued
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Directors’ Remuneration report continued
Element of
remuneration
Purpose and link to
strategy Operation Maximum opportunity Framework used to assess performance
Base salary To attract and retain executive
directors of the right calibre
and provide a core level of
reward for the role.
Salary levels (and subsequent salary increases) are set after
taking into account the responsibilities of the role, the
value of the individual in terms of skills, experience and
personal contribution, Company performance, internal
relativities and pay conditions, and external market data
(benchmarked against companies of a similar size and
complexity and other companies in the same industry
sector). The Remuneration Committee also considers the
impact of any increase to salaries on the total
remuneration package.
Salaries are paid monthly and normally reviewed annually
(salaries are normally reviewed in February, with any
changes effective from 1 April).
Details of the current salaries of the
executive directors are set out in the
Annual Report on Remuneration.
Normally, future salary increases will be no
higher than the average increase (as a
percentage of salary) applied to the UK
workforce. However, the Remuneration
Committee retains the discretion to award
higher increases if appropriate (for
example, to reflect progression in the role,
size and complexity of the business or
increased experience of the individual).
N/A
Benefits To attract and retain executive
directors of the right calibre by
providing a market competitive
level of benefit provision.
The range of benefits that may be provided is set by the
Remuneration Committee after taking into account local
market practice in the country where the executive
director is based or has relocated from and suitable
benefits, including compensation for increased taxation
where an individual is relocating from one country to
another.
Standard benefits for executive directors comprise a car
and fuel (or car and fuel allowance), personal accident
insurance, private medical insurance and life assurance.
Additional benefits may be provided, as appropriate,
including travel benefits for executives working away from
their home country.
Executive directors are also entitled to participate in
all-employee share plans on the same basis as other
employees based in the same country.
Any reasonable business-related expenses may be
reimbursed (including any tax thereon if determined to be
a taxable benefit).
There is no prescribed maximum level, but
the Remuneration Committee monitors the
overall cost of the benefit provision to
ensure that it remains appropriately
proportionate.
N/A
Pension To provide a market
competitive remuneration
package to enable the
recruitment and retention of
executive directors.
The Company may fund contributions to an executive
director’s pension as appropriate. This may include
contributions to a money purchase scheme and/or
payment of a cash allowance where appropriate.
No higher than the percentage
of salary available to the majority of the
workforce for the country in which the
executive director operates.
N/A
Proposed Remuneration Policy in full
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Rotork Annual Report 2025 rotork.com130
Directors’ Remuneration report continued
Element of
remuneration
Purpose and link to
strategy Operation Maximum opportunity Framework used to assess performance
Annual bonus Drives and rewards
performance against annual
financial and operational goals
which are consistent with the
medium to long-term strategic
needs of the business.
Bonus up to 60% of the maximum opportunity is paid in
cash. Any bonus awarded in excess of 60% of the
maximum is deferred into shares for three years.
Dividend equivalents may be paid on the deferred shares
on vesting. The Remuneration Committee retains
discretion to adjust the number of deferred shares in the
event of a variation in the capital of the Company and/or
to settle the award in cash.
The maximum annual bonus opportunity is
150% of salary.
Details of the current annual opportunity
are set out in the Annual Report on
Remuneration.
For each measure, normally a sliding scale
of stretching targets is set by the
Remuneration Committee. The threshold
level of bonus under each financial
measure varies but accounts for no more
than one-third of the maximum bonus
opportunity under any single measure.
The annual bonus is focused on the delivery of
strategically important performance measures.
These include demanding financial and
non-financial measures. Financial measures will
account for the majority.
Under the terms of the bonus plan, the
Remuneration Committee has the discretion, in
exceptional circumstances, to amend previously
set targets or to adjust the proposed payout to
ensure a fair and appropriate outcome.
LTIP To incentivise long-term value
creation and alignment with
shareholder interests.
The Long Term Incentive Plan (LTIP) permits an award of
shares to be granted which vests subject to performance
and continued employment. The LTIP awards will be
granted in accordance with the rules of the plan (which
includes the ability to award dividend equivalents on
shares that vest) which were approved by shareholders in
2019, and the discretions contained therein.
Awards under the LTIP may be granted in the form of
conditional shares, forfeitable shares, nil-cost options or
cash (for example, where it is administratively impractical
or expensive or prohibited to settle the award in shares).
Directors must retain any shares vesting (net of tax) until
the fifth anniversary of grant.
The maximum LTIP opportunity is 300%
ofsalary.
Details of the current award levels are set
out in the Annual Report on Remuneration.
Awards under the LTIP are subject to
performance conditions, measured over three
financial years, currently being adjusted EPS,
revenue growth, economic profit (ROIC),
environmental and relative TSR. Different
measures may be used for future award cycles.
A sliding scale of targets is set for each measure
with no more than 25% of the award (under
each separately assessed measure) vesting for
achieving the threshold performance hurdle,
for example under a core award. Where a
multiplier operates in addition to a core award,
achieving the multiplier’s threshold performance
hurdle will result in a multiplier of no more
than 1.0x.
The performance targets are set prior to the
grant of each award. Different measures,
targets and/or weightings between measures
may be set for future award cycles.
Under the LTIP rules approved by shareholders,
the Remuneration Committee has the
discretion to amend the targets applying to
existing awards in certain circumstances. The
Remuneration Committee also has the power
to adjust the number of shares subject to an
award in the event of a variation in the capital
of the Company.
Proposed Remuneration Policy in full continued
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rotork.com Rotork Annual Report 2025131
Directors’ Remuneration report continued
Element of
remuneration
Purpose and link to
strategy Operation Maximum opportunity Framework used to assess performance
Shareholding guideline To provide alignment with
shareholders by requiring
executives to build and
maintain a meaningful
shareholding in Rotork.
The executive directors are also subject to a requirement
during their period of employment to build and maintain
a shareholding in Rotork equivalent to 350% of salary for
the CEO and 300% of salary for other executive directors.
They will be required to retain all beneficially owned
shares and all of the shares they receive from the
operation of the Company’s incentive share plans until
they reach this level (after sales to meet any taxes).
Following the cessation of their employment, executive
directors are required to retain for a further two years any
shares held that have vested to them under the Group’s
incentive share plans (subject to a maximum holding
requirement of 200% of final salary) after sales to meet
any taxes.
N/A N/A
Chair and
non‑executive
directors’ fees
To attract and retain
non-executive directors
oftheright calibre.
Fees for the Chair and non-executive directors are
normally reviewed annually.
Non-executive director fees are determined by the
Chairand the executive directors. The fees for the
Chairare determined by the Remuneration Committee.
The fees for the non-executive directors comprise a
basicBoard fee, with additional fees paid to the Senior
Independent Director, Committee Chairs, the Non-executive
Director for Workforce Engagement, and other similar
Board responsibilities. Additional fees may be paid for
additional temporary responsibilities or time commitment,
including to allow for international travel.
Fees may be delivered other than in cash, but not through
any of the Company’s annual bonus, LTIP or other
employee share plans or pension arrangements.
Any reasonable business-related expenses may be
reimbursed (including tax thereon if determined to be
ataxable benefit).
The maximum aggregate fee level is as
specified in the Group’s Articles of
Association (currently £1,000,000).
The fee levels are set by reference to rates
in companies of comparable size and
complexity. The fee levels are reviewed
periodically taking into account the
responsibilities of the role and the time
commitment of the individual.
N/A
Proposed Remuneration Policy in full continued
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com132
Directors’ Remuneration report continued
Malus and clawback
The payment of any bonus is at the ultimate
discretion of the Remuneration Committee
which also retains an absolute discretion to
reclaim or withhold some, or all, of any annual
bonus paid in exceptional circumstances, such
as misstatement of results, an error in the
calculation of the performance targets and/or
award size, gross misconduct, reputational
damage and unreasonable failure to protect
theinterests of employees and customers.
The Remuneration Committee has similar
power in respect of the LTIP and may exercise
discretion to reclaim or withhold some, or all, of
a vested LTIP award in exceptional circumstances
(the specified situations being the same as for
the Deferred Annual Bonus Plan).
The period over which these recovery provisions
can be applied is: for an LTIP award, three years
from the vesting date; for an award under the
Deferred Annual Bonus Plan, three years from
the grant date, provided that the Remuneration
Committee decides to exercise the provisions
within two years from the third anniversary of
the grant date of an award; for the annual cash
bonus, three years from the date of cash bonus
payment, provided that the Remuneration
Committee decides to exercise the provisions
within two years from the third anniversary of
the date of cash bonus payment; and for the
conditional share awards granted to the CFO
only as part of his onboarding arrangements
with Rotork, three years from the vesting date,
with the Board able to extend such period for
up to a further two years under certain
circumstances and where an investigation
isongoing.
In each instance, the Remuneration Committee
has assessed that the periods are suitable for
the Company as they are considered to be
sufficiently long for the audit procedures to
identify any circumstances that would give rise
to the operation of malus or clawback.
Discretion
The Remuneration Committee retains discretion
under the Policy to operate the incentive plans
inaccordance with their detailed rules, and to
amend performance conditions of in-flight
incentives and yet to be granted LTIP awards and
future bonus awards. This discretion includes
factoring in the impact of M&A and divestment
activity. Annually, the Remuneration Committee
will assess whether it feels the formulaic
outcomes from the incentive plans reflect the
Company’s underlying performance and retains
the ability to alter those outcomes. Discretion
exists to operate the shareholding guidelines in a
more lenient manner in compassionate
circumstances and to amend the Policy with
regard to minor or administrative matters where
it would be, in the opinion of the Remuneration
Committee, disproportionate to seek or await
shareholder approval.
The Remuneration Committee also retains the
discretion to award a temporary salary increase
or pay an allowance where an individual who is
subject to the Policy takes on material
additional responsibilities.
Differences between the Policy Report
and the policy on employee remuneration
We use the same principles (as set out at the
start of this report) to determine pay for our
executive directors and everyone else who
works at Rotork. We recognise that it is
appropriate for asignificant proportion of
executive directors’ remuneration to be
contingent on the performance of the Group,
and that such remuneration is at risk subject to
the satisfaction of stretching performance
conditions. Executive directors and other senior
managers are invited to participate in the LTIP
under which shares are awarded subject to
performance conditions over a three-year
period. Executive directors and other senior
managers are also invited to participate in the
annual bonus scheme which will result in a
bonus payment being made if targets are
achieved, part of which for executive directors
may be deferred in shares. Alternative or
additional incentive plans may operate from
time to time for senior managers and/or
otheremployees.
Employees share in the success of the Group
through a profit-based bonus plan which is
linkedto the performance of their business
unit,Group performance and their own individual
performance. This is coupled with theopportunity,
for eligible employees, to receive free shares from
the Company, paid from the Company’s profits.
Approach to recruitment remuneration
We recruit our most senior leaders from a global
talent pool and our Policy provides the flexibility
for such recruitment. Base salary levels for new
executives are set after taking into account the
experience and calibre of the individual and their
existing remuneration package. It may be
appropriate in certain circumstances to offer a
salary which is initially lower than the market level
but with a planned series of increases tosuch
salary over subsequent years subject to individual
performance. We will be clear as to our intentions
with a candidate if we intend to adopt such an
approach for a particular reward package. Benefits
will generally be provided in accordance with the
Policy. Where an executive is required to relocate
in order to take up their role, we may offer
relocation expenses and assistance and/or ongoing
expatriate benefits (including tax equalisation), the
nature of whichwould be determined by the
individualcircumstances.
The structure and level of the ongoing variable
pay element will be in accordance with the
Policy. Different performance measures and
targets may be set initially for the annual bonus
and LTIP, taking into account the responsibilities
of the individual, and the point in the financial
year that the executive joined.
In the case of an external hire, it may be necessary
to buy out certain elements of remuneration from
an executive’s previous employer which would be
forfeited on leaving that employer. Where we do
this, it will always be subject to the principal
consideration that making such a buy-out is in the
best interests of the Group. Any such payment
would be structured to take into account the form
(cash or shares), timing and expected value (i.e.
likelihood of meeting any existing performance
criteria) of the remuneration being forfeited.
Replacement share awards, if used, may be
granted using Rotork’s existing share plans to the
extent possible, although awards may also be
granted outside of these schemes if necessary and
as permitted under the UK Listing Rules.
The Committee reserves the ability in exceptional
circumstances to make an additional grant of long
term incentives to secure the recruitment of an
executive director from North America at a level
up to the annual grant limit in the Policy in the
financial year that they join. Any increased
recruitment awards would have the same
performance conditions as the annual award it
would be supplementing and be separate from
any buyout awards granted
In the case of an internal hire, or the
appointment of an individual who is not an
executive director, but who still falls within this
Policy, any outstanding variable pay awarded in
relation to the previous role will be allowed to
pay out according to its terms of grant.
Fees for a new Chair or non-executive director
will be set in line with the Policy.
Service contracts and policy on payments
for loss of office
Under the executive directors’ service contracts,
up to 12 months’ notice of termination of
employment is required by either party. Should
notice be served, the executive directors can
continue to receive salary, benefits and pension
for the duration of their notice period during
which time the Company may require the
individual to continue to fulfil their current
duties or may assign a period of garden leave.
Proposed Remuneration Policy in full continued
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rotork.com Rotork Annual Report 2025133
Directors’ Remuneration report continued
Proposed Remuneration Policy in full continued
Service contracts and policy on payments
for loss of office continued
The Company applies a general principle of
mitigation in relation to termination payments and
the service contracts expressly include the use of
monthly phased payments following termination in
lieu of notice which can be reduced to the extent
that alternative remunerated employment is found.
The service contracts also enable the Company
toelect to make a payment in lieu of notice
equivalent in value to 12 months’ base salary only.
In the event of cessation of employment, the
executive directors may still be eligible for a bonus
at the discretion of the Remuneration Committee,
on a pro-rata basis for the period of time served
from the start of the financial year to the date of
termination and not for any period in lieu of notice.
Different performance measures (to the other
executive directors) may be set for the bonus for
the period up until departure, as appropriate, to
reflect changes inresponsibility.
Any unvested shares held under the Deferred
Annual Bonus Plan will ordinarily vest on the
normal vesting date, save where the departure
is as a result of summary dismissal, in which
case the awards will lapse on cessation of
employment. The Remuneration Committee
may also determine that the shares shall vest on
an earlier date (including the date of cessation)
if the Remuneration Committee, in its
discretion, considers that the circumstances of
the cessation merit early vesting of the awards.
The rules of the LTIP set out what happens to
awards if a participant leaves employment
before the end of the vesting period. Generally,
any unvested LTIP awards will lapse when an
executive director leaves employment except in
certain circumstances. If the executive director
ceases to be employed as a result of death,
injury, retirement, transfer of employment or
any other analogous reason, they may be
treated as a ‘good leaver’ under the plan rules.
The shares for a good leaver will vest subject to
an assessment of performance, with a pro-rata
reduction to reflect the proportion of the
vesting period served. Awards for a good leaver
may then vest on the normal vesting date,
unless the Remuneration Committee
determines that they should vest early (for
example, following the death of the
participant). In determining whether an
executive director should be treated as a good
leaver and the extent to which their award may
vest (up to the pro-rated amount), the
Remuneration Committee will take into account
the circumstances of an individual’s departure.
Outplacement services and reimbursement of
legal costs may be provided where appropriate.
Any statutory entitlements or sums to settle or
compromise claims in connection with a
termination would be paid as necessary.
Any legacy benefits under the Company’s
defined benefit pension schemes will be
allowed to be paid under the terms of those
schemes and as set out in the Policy Report.
Outstanding share awards would ordinarily vest
early on a change of control of the Company. In
the case of unvested awards under the LTIP,
performance would be measured to the date of
control normally with a pro-rata reduction to
reflect the proportion of the vesting or
performance period served.
The Chair and non-executive directors do not
have service contracts; they serve under letters
of appointment and are subject to annual
re-election by shareholders at the AGM. The
term of appointment for non-executive
directors and the Chair is three years and their
appointments are subject to termination on
three months’ notice (up to 12 months for the
Chair). In the event of the termination of their
position, they are entitled to reimbursement of
any outstanding fees and expenses due.
Illustration of the directors’ remuneration
Policy for 2026
The chart to the right illustrates how the
remuneration Policy would function for
minimum, on-target and maximum performance for 2026 for each executive director. In addition,
the fourth bar illustrates the value of total remuneration in the event both the annual bonus and
LTIP pay out in full, with the LTIP being subject to 50% share price appreciation.
Salary levels (and consequently the other elements of the remuneration package which are
calculated as a percentage of salary) are based on those intended to apply in 2026. Taxable
benefits are shown as the cost to the Company supplying the benefits for the year ended
31December 2025.
On-target performance, for illustrative purposes, assumes achievement of 60% of the maximum
available bonus and average threshold LTIP vesting (11.7% of the maximum).
Maximum performance assumes achievement of the maximum bonus and full vesting of the LTIP shares.
The LTIP grant level is shown as a maximum opportunity of 300% for Kiet Huynh and 262.5% for
Ben Peacock, which includes the maximum operation of the relative TSR multiplier. No share price
growth has been assumed (other than for the fourth scenario, as described above), and for
simplicity the benefit derived from participating in the Company’s SIP has been excluded.
Scenario charts
Below target Below targetTarget
2
Target
2
Maximum MaximumMaximum
(with 50%
share price
appreciation)
Maximum
(with 50%
share price
appreciation)
Chief Executive Officer (£000) Chief Financial Officer (£000)
Fixed pay
1
Annual bonus Performance shares
1 The base salaries used are those that will apply with effect from 1 April 2026, as confirmed on page 128.
2 The Target outcome figure assumes threshold vesting for the core award element of the LTIP only.
63%
21%
16%20%48%
38%
15%
100%
£883
£1,855
£4,380
£5,545
27%
53%
62%
20%
18%23%52%
34%
14%
£579
£1,106
£2,513
£3,168
100%
25%
52%
£6,000k
£3,000k
£4,000k
£3,000k
£2,000k
£1,000k
£0k
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com134
Directors’ Remuneration report continued
Annual Report on Remuneration
This part of the Directors’ Remuneration Report
has been prepared in accordance with Part 3
and Part 8 of The Large and Medium-sized
Companies and Groups (Accounts and Reports)
Regulations (as amended), the Companies Act
2006 and UK Listing Rule 6.6.6R and explains
how Rotork’s current remuneration policy has
been implemented during the year. The Annual
Statement and Annual Report on Remuneration
will be put to a single advisory vote at the AGM
on 1 May 2026.
Role of the Remuneration Committee
The principal role of the Remuneration
Committee is to establish the policy for
remuneration of the executive directors, the
Rotork Management Board (RMB) and the
Board Chair, which is aligned with the long-
term success of the Company and its
shareholders. It also oversees the principles and
structure of remuneration arrangements for all
employees across the Group, and seeks to
ensure that there is consistency across regions,
business lines and organisational levels. Where
possible, similar structures are used across the
Group to ensure transparency. At all levels of
the organisation, in line with our remuneration
principles, we ensure that remuneration is
competitive and fair; at the executive level, this
means offering remuneration that is sufficiently
attractive to appropriately incentivise and retain
the leadership team to successfully run a
complex global business.
Priorities and activities of the
Remuneration Committee during 2025
Reviewed the appropriateness of the current
remuneration policy
As described in Svein Richard Brandtzæg’s
Committee Chair’s letter (on page 120) and the
proposed enhancements to the Remuneration
Policy (starting on page 130), the Committee
carefully evaluated the alignment of all
elements of the current remuneration policy
with the long-term experience of shareholders
and the Company’s Growth+ strategy, cultural
DNA and pay principles.
Reviewed the application of the current
remuneration policy in relation to
remuneration arrangements during 2025,
toensure a package that is proportionate
tothe opportunity for shareholders and one
that is aligned with shareholders’ interests
was delivered
• Set pay principles.
• Reviewed all elements of the current
remuneration policy, in order to ensure that it
remains globally relevant and fit for purpose
and that it aligns with, and supports, Rotork’s
cultural DNA and pay principles.
• Considered corporate governance
developments, including the 2024 Code,
guidance from institutional investors and
external remuneration trends and
benchmarking data, to ensure our
remuneration structures reflected prevailing
good practice in 2025.
• Developed the approach to the
remuneration structure for 2025.
• Reviewed and agreed the performance
conditions and measures for the 2025
LTIPawards.
Set pay at a competitive level against the
external market and ensured remuneration
remained affordable and fair in the context of
pay for all Rotork employees
• Reviewed the pay arrangements for employees
across the Group and considered how these
related to those for our senior leaders.
• Ensured that decisions on pay were in line
with Rotork’s Fair Pay Framework, which
guides Rotork’s reward policies, procedures,
systems and decision making globally in
support of the commitment to deliver fair
and competitive remuneration in line with
the remuneration principles.
• Set basic salary for the executive directors
and members of the RMB for 2025.
• Reviewed the fee payable to the Chair.
Determined pay outcomes that are
performance driven
• Determined the bonus performance
outcome against 2024 targets and approved
bonus payments.
• Determined the LTIP vesting outcome
against 2022 performance targets and
approved vesting.
• Reviewed incentive plan outcomes and
evaluated whether it was appropriate for
discretion to be applied.
Ensured future pay is motivating, transparent
and aligned to shareholders’ interests
• Reviewed the terms of both bonus and LTIP
plans (including in the context of the
proposed refinements to the remuneration
Policy) to ensure that they remain fit for
purpose and in line with developing practice
from a governance perspective.
• Selected the measures and set the
performance ranges for the executive
directors’ and other members of senior
management’s bonus schemes for 2025.
• Approved the executive directors’ personal
objectives for 2025.
• Set LTIP performance targets and award
levels for executive directors and other
members of senior management for the LTIP
awards granted in 2025.
Maintained transparency and clarity in
everything we do
Approved the 2024 Directors’ Remuneration
Report and recommended that shareholders
vote in favour of the report at the Company’s
2025 Annual General Meeting.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025135
Directors’ Remuneration report continued
Single figure of remuneration for 2025 and 2024 (£000) (audited)
The tables below set out the single figure remuneration for the directors of Rotork for 2025 and 2024.
Executive directors (£000) (audited)
Salary Benefits
(i)
Annual bonus
(ii)
LTIP
(iii)
SIP
(iv)
Other items in the
nature of
remuneration
(v)
Pension and
related benefits
(vi)
Total remuneration Total fixed pay Total variable pay
£000 £000 £000 £000 £000 £000 £000 £000 £000 £000
Name 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Executive directors
1
:
Kiet Huynh 703 666 26 23 881 879 983 595 4 4 — — 73 68 2,670 2,235 802 757 1,868 1,478
Ben Peacock
2
449 347 28 13 472 386 — 230 — — — 141 46 33 995 1,150 523 393 472 757
1 No operation of malus or clawback operated in the year for these or previous directors.
2 Ben Peacock was appointed Chief Financial Officer on 11 March 2024.
(i) The benefit value comprises car allowance and/or benefit in kind value of a company car, where applicable, and private
medicalinsurance.
(ii) Of the maximum annual bonus opportunity, the following applied: for Kiet Huynh, £633k paid in cash and £248k deferred into shares
for three years and for Ben Peacock, £337k paid in cash and £135k deferred into shares for three years.
(iii) The 2025 figure relates to the 81.7% vesting of the 2023 LTIP award, based on performance to 31 December 2025. These awards are
not eligible to vest until 24 March 2026 and, as such, an indicative share price of 335.3p (being the average closing share price over
the three-month period to 31 December 2025) has been used for the purposes of valuing these awards. This value will be restated in
next year’s report. The 2024 figure relates to the 2022 LTIP award, which vested at 55.8% on 24 March 2025. In last year’s report the
value of these awards was calculated using the average closing share price over the three-month period to 31 December 2024, being
321.0p, and, this year, the figures have been updated using the actual closing share price on the date of vesting, being 317.20p.
Dividend equivalents were applied to the vested 2022 LTIP awards, calculated using the same share price, on a reinvestment basis. On
11 April 2024, conditional share awards over an aggregate of 70,640 ordinary shares in Rotork plc were granted to Ben Peacock. The
conditional share awards vest in three tranches based on continued service only and so they are included in the LTIP column. The value
ascribed to such awards is the average closing share price for the five dealing days prior to grant, being 326.24p.
(iv) Face value of SIP free share awards made during the year.
(v) Comprised a cash payment equivalent to the amount Ben Peacock was forecast to lose resultant to leaving his former employer.
(vi) Comprises payments in lieu of pension contributions.
Chair and non-executive directors (£000) (audited)
Base fees Additional fees/remuneration Total remuneration
£000 £000 £000
Name 2025 2024 2025 2024 2025 2024
Current Chair and non‑executive directors:
Dorothy Thompson 308 268 — — 308 268
Svein Richard Brandtzæg
(i)
67 7 14 — 81 7
Andrew Heath
(ii)
67 49 22 7 89 56
Karin Meurk-Harvey 67 64 — — 67 64
Vanessa Simms
(iii)
67 34 10 — 77 34
Janice Stipp 67 64 14 13 81 77
(i) Svein Richard Brandtzæg was appointed to the Board on 20 November 2024.
(ii) Andrew Heath was appointed to the Board on 1 April 2024.
(iii) Vanessa Simms was appointed to the Board on 21 June 2024.
The additional fees referred to above are the supplementary fees paid in cash to the Chairs of the Audit, Remuneration and Safety and Sustainability Committees, the Senior Independent Director and
the designated Non-executive Director for Workforce Engagement. All directors have confirmed that, save as disclosed in the single figure of remuneration table above, they have not received any other
items in the nature of remuneration.
Annual Report on Remuneration continued
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com136
Directors’ Remuneration report continued
Total pension entitlements (audited)
No director participates in, or has a deferred benefit under, a defined benefit pension scheme. In
accordance with the current remuneration policy, the executive directors receive a cash allowance
in lieu of pension at the level of the majority of the workforce, being 10.35%, effective from
1April 2025.
Payments to former directors and for loss of office (as relevant) (audited)
Jonathan Davis stepped down as an executive director of Rotork plc following the conclusion of
the Company’s 2024 AGM on 30 April 2024. As disclosed last year, 50.51% of Jonathan’s 2022
LTIP award lapsed (after the application of time pro-rating) due to the partial satisfaction of the
performance conditions attached to the awards. The award vested over 95,412 shares on
24March2025 when the actual closing share price was 317.20p and 6,695 additional shares
representing accrued dividends in the period were added upon vesting. Jonathan’s 2023 LTIP
award has also been pro-rated for time served, with an additional 18.3% then also lapsing due
tothe partial satisfaction of the performance conditions. Jonathan is required to retain the vested
shares (net of tax and social security) for two years following their vesting, until 24 March 2028.
Kevin Hostetler stepped down as an executive director during 2022. The 8,349 awards that
remained from the 2022 award vested at 55.8% (4,659 shares) on 24 March 2025 when the
actualclosing share price was 317.20p. 324 additional shares, representing accrued dividends
inthe period, were added upon vesting. Kevin is required to retain the vested number of shares
(net of tax and social security) until 24 March 2027.
Annual bonus for 2025
Bonuses in 2025 were based on 60% on annual profit, 15% on cash generation, 10% on ESG
measures (including total recordable incident rate (TRIR)), and 15% on personal strategic
objectives. Details of performance achieved against the targets set are shown below.
Performance
required to trigger
bonus payment
Performance
required at
maximum
% payable
at maximum
performance
Performance
outcome
% bonus
awarded
Annual profit target £160.56m £192.96m 60% £191.5m 56.0%
Cash generation 85% 110% 15% 101% 9.6%
ESG measures:
environmental innovation,
culture and engagement See below See below 5% See below 4.5%
Total recordable incident rate 0.24 0.20 5% 0.24 1%
Total 85% 71%
Annual Report on Remuneration continued
ESG bonus measures comprise: environmental innovation, with a focus on our products and
customers to reduce environmental impact (2%), and culture and engagement (3%). The product
and customer innovation performance was sufficient to deliver the full 2%. The employee
engagement score of 3.89 met the threshold target rate of 3.75, delivering the full 2%. The culture
score of 45% diversity in candidates filling available roles at Rotork Management Board level and
the tier below exceeded the threshold target range of 40%, delivering 0.5% of bonus.
Personal strategic objectives, which accounted for 15% of the bonus opportunity, were set at the
start of the year for Kiet Huynh and Ben Peacock. The Remuneration Committee set specific and
measurable targets covering a range of the Company’s strategic priorities and assigned each an
individual weighting. Performance against each of the defined targets was assessed by the
Remuneration Committee with input from the Chair and other non-executive directors.
The objectives for all of the executive directors and the performance against them are summarised
in the table below.
Kiet Huynh Performance summary
% payable
at maximum
% bonus
awarded
Business
strategy and
vision
Delivered various initiatives to ensure that Rotork’s Growth+
strategy was continually refined and continued to deliver
results (both organically and inorganically). These initiatives
were undertaken whilst also ensuring alignment of the
Growth+ strategy to the macro environment, global
megatrends and key stakeholders. The Board was kept fully
updated on all aspects of the continual strategic refinements
and evaluations via regular presentations.
3.0% 3.0%
Growth+ strategy implementation, including: 12.0% 9.5%
Customer Value Improved customer satisfaction was delivered through a
range of commercial and operational improvements,
evidenced by a range of metrics.
Innovative
Products and
Services
Continued development of new products, or sustainability
enhancements to existing products, that will complement the
Target Segment growth requirements.
Culture and
engagement
initiatives
As part of Rotork’s cultural evolution, a range of initiatives
was achieved. This included the launch and embedding of
Rotork’s evolved cultural DNA and behaviours and the
embedding of these into Rotork’s approach to performance
management. In terms of engagement, learning and
development initiatives were enhanced, with Rotork’s
existing People Leader programme expanded globally across
the organisation, with improvements also seen in the
employee engagement survey results and specific training
delivered for Rotork’s senior leaders.
Deliver further
efficiencies via
the use of digital
technology
Continued progress on the implementation plan to deliver
the new cloud-based ERP at various Rotork sites, thereby
increasing efficiencies and decision making.
Total 15.0% 12.5%
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rotork.com Rotork Annual Report 2025137
Directors’ Remuneration report continued
Annual Report on Remuneration continued
Annual bonus for 2025 continued
Ben Peacock
Performance summary
% payable
at maximum
% bonus
awarded
Finance strategy
to support
Growth+
Strong progress was achieved on the strategic project to
ensure opportunities for improving automation and controls
with the Finance function, to support the continued delivery
of the Growth+ strategy, was progressed.
3.0% 3.0%
Implementation of initiatives to support Growth+, including: 12.0% 10.0%
Investor relations Various initiatives were completed as part of the
enhancements to the investor relations programme.
Initiatives to
compliment
Growth+
Delivered various initiatives to complement Rotork’s Growth+
strategy to ensure it continued to deliver results (both
organically and inorganically).
Control
environment
Further enhancements were made to Rotork’s existing control
environment, to ensure the control environment and related
governance remained fully up to date and embedded within
the organisation globally. Defined list of material controls
approved by the Audit Committee.
Deliver further
efficiencies via
the use of digital
technology
Continued progress on the implementation plan to deliver
the new cloud-based ERP at various Rotork sites, thereby
increasing efficiencies and decision making.
Total 15.0% 13.0%
Having reviewed the performance of the business against these targets, including the personal
objectives, set at the start of the year the Committee decided that the level of payout, expressed in
a percentage of salary, should be 125.40% for Kiet Huynh and 105.13% for Ben Peacock with no
need for discretion to be applied. As a result, the 2025 bonus opportunity paid out in cash for Kiet
Huynh at 90% and for Ben Peacock at 75% of 2025 salary, with the balance being deferred in
shares under the Deferred Annual Bonus Plan respectively with the details shown below.
Deferred Annual Bonus Plan (DABP) awards (audited)
Any bonus earned above a threshold of 60% of the maximum opportunity is deferred into share
awards under the Deferred Annual Bonus Plan, vesting on the third anniversary of grant. No
further performance conditions apply; DABP awards are subject to continued employment only
and dividend equivalents may be paid on the deferred shares on vesting. Of the total 2025 bonus
award, Kiet Huynh will defer £248k and Ben Peacock will defer £135k. This equates to 35.4% of
salary for Kiet Huynh and 30.1% of salary for Ben Peacock being deferred into shares in Rotork plc
for three years under the DABP.
LTIP awards vesting based on performance to 31 December 2025 (audited)
The LTIP rewards performance against the principal measures of Rotork’s long-term financial
success. Performance is measured over a three-year period using a combination of adjusted EPS,
relative TSR compared to a peer group, economic profit growth (ROIC) and an absolute reduction
in Scope 1 and 2 CO
2
emissions (market-based).
The economic profit metric (ROIC) measures the post-tax profitability of the Group after a charge
has been taken for the combined capital used (both debt and equity) within the business. The
charge is calculated using the weighted average cost of capital based on average capital employed
in the period. In determining capital employed, cumulative amortised goodwill and long-term
pensions liabilities are adjusted for. In determining the economic profit, adjustments are made
forrestructuring costs and also, when material, for M&A activity and exchange rate movements.
The target is set by using the latest long-term financial plan and budgets approved by the Board.
Ittargets a rate of growth of the average economic profit over the three years of the plan from
abase economic profit of the three years preceding the plan period. The measure captures the
extent to which the business has earned a return above the cost of capital. It has been shown
inmany other capital-intense businesses to drive improved decision making, particularly when
evaluating large-scale investment decisions, and was introduced at Rotork in 2017.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com138
Directors’ Remuneration report continued
LTIP awards vesting based on performance to 31 December 2025 (audited) continued
The LTIP awards granted on 24 March 2023 had a three-year performance period, which ran from
1 January 2023 to 31 December 2025 and such awards were subject to the following performance targets:
Measure Weighting Performance period Threshold target Stretch target (100% vesting) Performance outcome
Adjusted earnings per
sharegrowth
(i)
30% 01/01/23–31/12/25 9% (25% vesting) 35% or more Adjusted EPS grew by 33.6% over the period, exceeding the
threshold level but not reaching the stretch target. This resulted in
95.80% vesting of this tranche.
TSR relative to the constituents of
the FTSE 350 Industrial Goods and
Services sector
30% 01/01/23–31/12/25 Median ranking (25% vesting) Upper quartile ranking and
above
Rotork’s relative TSR ranking within its comparator group was
sufficient to exceed the threshold level but not to reach the stretch
target. This resulted in a 43.3% vesting of this tranche.
Economic profit growth (ROIC) 30% 01/01/23–31/12/25 Three times the 2022 economic
profit (0% vesting)
25.2% growth versus the
threshold target of three times
the 2022 economic profit
Economic profit increased over the measurement period and
exceeded the threshold and stretch targets. This resulted in
maximum (100%) vesting of this tranche.
Absolute reduction in Scope 1
and2 CO
2
emissions (market-
based) from 2020 base year
10% 01/01/23–31/12/25 37% reduction (25% vesting) 39% reduction or more An absolute reduction in Scope 1 and 2 CO
2
emissions (market-based)
of 43% was achieved, compared to the 2020 baseline year. This exceeded
the stretch target and resulted in maximum vesting of this tranche.
(i) For performance between threshold and stretch, awards vest on a pro-rata basis.
During the three-year performance period, adjusted EPS grew by 33.6%. Relative TSR performance in the period was 43.3%. Economic profit growth (growth in profit ahead of the return demanded by
the weighted average cost of capital) increased over the performance period by 53.2%. There was a 43% absolute reduction in Scope 1 and 2 CO
2
emissions, where compared against the 2020 base
year (market-based). The Remuneration Committee therefore approved the vesting of 81.7% of the shares awarded under the 2023 cycle to executive directors as set out below.
2023 LTIP award
Grant date
Number of shares
under award
Number of
shares vesting
Number of
shares lapsing
Vesting/
lapse date
Kiet Huynh 24 March 2023 358,586 293,072 65,514 24 March 2026
Share awards granted in 2025 (audited)
LTIP awards (audited)
The following LTIP awards were made to the executive directors on 31 March 2025. These grants were made at the levels permitted under the current remuneration policy.
Share
awards made
during 2025
(i)
Basis of award
Face value of
award
(ii)
Percentage vesting
for minimum
performance
(iii)
End of
performance
period Vesting date
Kiet Huynh 427,538 200% of salary £1,365,900 17.5% 31 December 2027 31 March 2028
Ben Peacock 235,539 175% of salary £752,500 17.5% 31 December 2027 31 March 2028
(i) Awards to both Kiet Huynh and Ben Peacock were made as nil-cost options.
(ii) The share price used to determine the number of shares under the awards was 319.48p, being the average mid-market share price
over the five market days immediately preceding the date of the award.
(iii) Vesting if the minimum performance on adjusted EPS, TSR, capital return (economic profit) and ESG conditions are achieved.
Theperformance measures are:
a 30% based on adjusted earnings per share – adjusted EPS growth must be at least 9% for 25% vesting, increasing on a
straight-line basis to full vesting for EPS growth of 35% and above;
b 30% based on relative total shareholder return – measured relative to the constituents of the FTSE 350 Industrial Goods and
Services sector, with 25% vesting for median performance, increasing on a straight-line basis to full vesting for upper quartile
performance and above;
c 30% based on economic profit – measures the profitability of the Group after a charge for the overall level of capital (based on
the total capital used and calculated using the weighted average cost of capital) is subtracted. It is measured on a cumulative
basis, over the three-year performance period. No payout will be received for a negative economic profit. The threshold target (at
which 0% vests) requires average economic profit over the three-year period to exceed that generated in 2023 and the maximum
target has been set such that it will require double-digit growth in post-tax profits alongside improved balance sheet efficiencies.
Details of the exact targets are considered by the Remuneration Committee to be commercially sensitive. However, full details of
the targets and how economic profit has been calculated will be disclosed on vesting; and
d 10% ESG measures – 10% based on an absolute reduction in Scope 1 and 2 CO
2
emissions with targets at least as demanding as
the path required to meet the published 2030 SBTi targets.
Annual Report on Remuneration continued
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rotork.com Rotork Annual Report 2025139
Directors’ Remuneration report continued
Annual Report on Remuneration continued
Share awards granted in 2025 (audited) continued
SIP share awards (audited)
In common with all eligible employees, UK-based executive directors receive an entitlement to ordinary shares under the SIP. Under the SIP, an aggregate total of up to 4% of profits are distributed to
employees each year in the form of ordinary shares. The distribution is calculated by reference to years of service and basic salary, capped at £3,600. Details of free share awards under the SIP made to
executive directors meeting the length of service requirements in 2025 are set out below.
Free share awards made during the year
Face value
of award Date of grant
Number of free
share awards Basis of award
Kiet Huynh 15 April 2025 1,258 Non-performance based £3,600
The executive directors are also eligible to elect to purchase monthly partnership shares under the SIP up to a maximum of £150 per month.
Summary of outstanding share awards held by executive directors (audited)
Awards
held at
31 December 2024
Granted
in the year
Lapsed in
the year
Awards exercised
in the year
Awards
held at
31 December 2025 Performance period
Exercise
price Date of grant Vesting date
End of
holding period
Kiet Huynh
LTIP
(i)
6,028 — — — 6,028 1 Jan 2021–31 Dec 2023 — 24 Mar 2021 24 Mar 2024 24 Mar 2026
LTIP
(i)
335,939 — 148,485 — 187,454 1 Jan 2022–31 Dec 2024 — 24 Mar 2022 24 Mar 2025 24 Mar 2027
LTIP
(i), (iii)
358,586 — — — 358,586 1 Jan 2023–31 Dec 2025 — 24 Mar 2023 24 Mar 2026 24 Mar 2028
LTIP
(i), (iii)
377,46 4 — — — 377,46 4 1 Jan 2024–31 Dec 2026 — 21 Mar 2024 21 Mar 2027 21 Mar 2029
LTIP
(i), (iii)
— 427,538 — — 427,538 1 Jan 2025–31 Dec 2027 — 31 Mar 2025 31 Mar 2028 31 Mar 2030
DABP
(ii)
104,067 — — — 104,067 N/A — 11 Mar 2024 11 Mar 2027 11 Mar 2029
DABP
(ii)
— 87,283 — — 87,283 N/A — 31 Mar 2025 31 Mar 2028 31 Mar 2030
SIP 889 — — 889 — N/A — 6 Apr 2022 6 Apr 2025 N/A
SIP 1,151 — — — 1,151 N/A — 6 Apr 2023 6 Apr 2026 N/A
SIP 1,105 — — — 1,105 N/A — 8 Apr 2024 8 Apr 2027 N/A
SIP — 1,258 — — 1,258 N/A — 15 Apr 2025 15 Apr 2028 N/A
SAYE 9,201 — — 9,201 — N/A 195p 7 Oct 2022 1 Dec 2025 N/A
SAYE — 6,693 — — 6,693 N/A 273p 24 Sept 2025 1 Dec 2028 N/A
Total 1,194,430 522,772 148,485 10,090 1,558,627
(i) Nil-cost options.
(ii) Conditional share awards.
(iii) S ubject equally to adjusted EPS performance (9% to 35% growth), TSR performance relative to the FTSE 350 Industrial Goods and Services sector (median to upper quartile), capital return (economic profit) and ESG performance over the three-year performance period.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com140
Directors’ Remuneration report continued
Summary of outstanding share awards held by executive directors (audited) continued
Awards held at
31 December 2024
Granted
in the year
Lapsed in
the year
Awards exercised
in the year
Awards held at
31 December 2025 Performance period
Exercise
price Date of grant Vesting date
End of
holding period
Ben Peacock
LTIP
(i), (iv)
230,404 — — — 230,404 1 Jan 2024–31 Dec 2026 — 21 Mar 2024 21 Mar 2027 21 Mar 2029
LTIP
(i), (iv)
— 235,539 — — 235,539 1 Jan 2025–31 Dec 2027 — 31 Mar 2025 31 Mar 2028 31 Mar 2030
DABP
(ii)
— 39,271 — — 39,271 N/A — 31 Mar 2025 31 Mar 2028 31 Mar 2030
Conditional shares
(ii)
31,897 — — 31,897 — N/A — 11 Apr 2024 11 Apr 2025 11 Apr 2027
Conditional shares
(ii), (iii)
29,932 — — — 29,932 N/A — 11 Apr 2024 18 Apr 2026 18 Apr 2028
SAYE 12,394 — — — 12,394 N/A 254p 4 Oct 2024 1 Dec 2029 N/A
Total 304,627 274,810 — 31,897 547,540
(i) Nil-cost options.
(ii) Conditional share awards.
(iii) Not subject to performance conditions, but subject to continued employment condition.
(iv) Subject equally to adjusted EPS performance (9% to 35% growth), TSR performance relative to the FTSE 350 Industrial Goods and services Sector (median to upper quartile), capital return (economic profit) and ESG performance over the three-year performance period.
Annual Report on Remuneration continued
Statement of directors’ shareholding and share interests (audited)
The table below shows total shareholdings of the current directors as at 31 December 2025.
Beneficially
owned shares
(i)
Unvested
DABP awards
(ii)
SIP
(iii)
Vested but
unexercised LTIP
awards subject
to two-year
post-vesting
holding period
(iv)
% of salary
shareholding
achieved
(v)
Unvested
LTIP awards
subject to
performance
targets
Executive
directors:
Kiet Huynh 42,902 191,350 3,514 207,0 84 115% 1,163,588
Ben Peacock
1
41,686 39,271 — — 44% 495,875
(vi)
Chair and
non‑executive
directors:
Dorothy
Thompson 37,160 — — — N/A —
Svein Richard
Brandtzæg 5,500 — — — N/A —
Andrew Heath 25,000 — — — N/A —
Karin
Meurk-Harvey 2,000 — — — N/A —
Vanessa Simms — — — — N/A —
Janice Stipp 5,000 — — — N/A —
1 Ben Peacock was appointed Chief Financial Officer on 11 March 2024.
(i) Includes shares held by connected persons, SIP partnership shares, SIP free shares released from the three-year trust period and
vested LTIP awards and their dividend equivalents which remain subject to the two-year holding period. For Ben Peacock only this
figure includes the conditional share awards that remain subject to a two-year post-vesting holding period.
(ii) DABP awards attract an entitlement to accrued dividends during the holding period but are only available upon release. The
satisfaction of the entitlement can be in shares or cash as determined by the Remuneration Committee at the time of the release
confirmation.
(iii) SIP free share awards that remain held in the SIP Trust.
(iv) Includes dividend equivalents.
(v) The unvested DABP awards and vested but unexercised LTIP awards and their dividend equivalents (that remain subject to a two-year
post-vesting holding period) included within the calculation of this figure are included on a net of tax and NICs basis. The share price
used to determine the percentage of the shareholding of salary achieved is 321.0p, being the 12-month average share price as at
31December 2025. Under the current remuneration policy, the shareholding guideline for the executive directors is 350% of salary
for the Chief Executive Officer and 300% of salary for the Chief Financial Officer to be achieved within five years. A post-cessation
holding requirement of 200% of salary was introduced under the current remuneration policy. In order to ensure adherence to the
post-cessation holding requirements, executive directors will, as a condition of receiving any and each share-based award, formally
accept the post-cessation requirements in writing. The percentage figure is not audited information. The audited information relates
to the disclosure of the shareholding guidelines and whether they have been met.
(vi) Figure includes the third tranche of the conditional share awards granted to Ben Peacock during 2024 as part of his onboarding
arrangements; such awards are due to vest in April 2026. The awards are not subject to any corporate performance conditions, but a
two-year post-vesting holding period applies.
There has been no change in the directors’ interests in the ordinary share capital of the Company
between 31 December 2025 and 9 March 2026, other than Kiet Huynh’s routine monthly purchase
of shares made pursuant to his participation in the SIP partnership shares purchase programme,
which comprised a total of 85 ordinary shares between these dates.
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rotork.com Rotork Annual Report 2025141
Directors’ Remuneration report continued
£300
£250
£200
£150
£100
Rotork plc FTSE 350 Industrial Goods and Services Index
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Annual Report on Remuneration continued
TSR performance graph
This graph shows the value, by 31 December 2025, of £100 invested in Rotork plc on 31 December
2015, compared with the value of £100 invested in the FTSE 350 Industrial Goods and Services
Index on the same date. This index has been chosen as a comparator as it represents companies
with similar business operations to the Company and is an index of which Rotork is a constituent.
Historical Chief Executive Officer remuneration table
Year Chief Executive Officer
Chief Executive Officer
single figure
remuneration £000
Annual cash bonus
as a percentage of
maximum opportunity
LTIP vesting rate
as a percentage of
maximum
opportunity
2025 Kiet Huynh 2,670 83.6% 81.7%
2024 Kiet Huynh 2,235 87.9% 55.8%
2023 Kiet Huynh 1,584 97.5% N/A
2022 Kevin Hostetler/Kiet Huynh
(i)
1,114 46.2% 0%
2021 Kevin Hostetler 1,380 48.7% 9.4%
2020 Kevin Hostetler 2,203 69.7% 84.4%
2019 Kevin Hostetler 1,422 82.0% N/A
2018 Kevin Hostetler
(ii)
1,193 90.9% N/A
2018 Martin Lamb
(iii)
353 N/A N/A
2017 Martin Lamb
(iii)
282 N/A N/A
2017 Peter France
(iv)
681 72.0% 0%
2016 Peter France 835 45.5% 0%
(i) Kiet Huynh was appointed to the role of Chief Executive Officer on 10 January 2022. The CEO single figure remuneration for 2022
includes both the remuneration for Kevin Hostetler from 1 to 10 January 2022 of £27,000 and for Kiet Huynh from 10 January to
31December 2022 of £1,087,000. The annual cash bonus figure is an average of the bonus for Kiet Huynh of 46.8% and for Kevin
Hostetler of 45.6%.
(ii) Kevin Hostetler was appointed to the role of Chief Executive Officer on 12 March 2018 and stood down from the Board on
10January 2022.
(iii) Martin Lamb held the role of Executive Chair from 28 July 2017 to 12 March 2018 and received an additional fixed remuneration
of£55,000 per month on top of his annual Chair’s fee during this period.
(iv) Peter France resigned as Chief Executive Officer and stood down from the Board on 27 July 2017.
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Rotork Annual Report 2025 rotork.com142
Directors’ Remuneration report continued
Percentage change in directors’ remuneration versus employee pay
The table below shows the year-on-year percentage change in remuneration (based on salary/fee, benefits and bonus) between 2025 and 2021 of each director compared with the percentage change
for the average UK employee.
1
Percentage change (%)
FY25 to FY24
Percentage change (%)
FY24 to FY23
Percentage change (%)
FY23 to FY22
Percentage change (%)
FY22 to FY21
Role Salary/fee
(i)
Benefits Bonus Salary/fee Benefits Bonus Salary/fee Benefits Bonus Salary/fee Benefits Bonus
Current executive directors:
Kiet Huynh Chief Executive Officer 5.6 13.0 (0.2) 11.1 0.3 0.2 11.5 1.5 132.0 N/A N/A N/A
Ben Peacock
2
Chief Financial Officer 29.4 115.4 22.3 N/A N/A N/A N/A N/A N/A N/A N/A N/A
Current Chair and non‑executive directors:
Dorothy Thompson
3
Chair 14.9 N/A N/A 38.7 N/A N/A 3,817.0 N/A N/A N/A N/A N/A
Svein Richard Brandtzæg
4
Non-executive Director 1,057 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Karin Meurk-Harvey Non-executive Director 4.7 N/A N/A 4.4 N/A N/A 4.5 N/A N/A 260.0 N/A N/A
Andrew Heath
5
Non-executive Director 58.9 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Vanessa Simms
6
Non-executive Director 126.5 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Janice Stipp Non-executive Director 5.2 N/A N/A 6.8 N/A N/A 4.5 N/A N/A 1.9 N/A N/A
All permanent employees 6.9 20.0 2.0 4.1 0.7 (3.2) 8.3 14.1 116.4 5.7 13.6 49.9
1 As none of the directors who served during FY25 were also serving during FY20, the percentage change comparison for FY21 to FY20 has been excluded.
2 Ben Peacock joined the Board on 11 March 2024. The pro-rata salary increase during FY25 was 4.9%; this included the base salary increase applied on 1 April 2025 of 6.0%.
3 Dorothy Thompson originally joined the Board as non-executive director and Chair Designate in December 2022. The pro-rata fee increase during FY23 was 229%; this included the Chair fee increase applied on 1 April 2023 of 5%.
4 Svein Richard Brandtzæg joined the Board on 20 November 2024.
5 Andrew Heath joined the Board on 1 April 2024.
6 Vanessa Simms joined the Board on 21 June 2024.
(i) Pro-rata salary/fee increases, where applicable, were effective from 1 April 2025.
Annual Report on Remuneration continued
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rotork.com Rotork Annual Report 2025143
Directors’ Remuneration report continued
Annual Report on Remuneration continued
Percentage change in directors’ remuneration versus employee pay continued
Relative importance of spend on pay
The following table shows actual expenditure of the Group and change in spend between current
and prior financial periods on remuneration paid to all employees against distributions to shareholders.
2025 2024
Percentage
change£000 £000
Employee remuneration 173,848 164,323 6%
Dividends
1
68,708 65,517 5%
1 The 2025 figure includes the 2025 proposed final dividend, which is subject to shareholder approval at the Company’s AGM on
1May 2026.
CEO pay ratio disclosure
The table below sets out Rotork’s CEO pay ratio for the 2025–2018 financial years.
Year Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2025 Option B 60:1 55:1 42:1
2024 Option B 64:1 51:1 31:1
2023 Option B 43:1 34:1 25:1
2022 Option B 36:1 33:1 20:1
2021 Option B 43:1 38:1 28:1
2020 Option B 45:1 37:1 28:1
2019 Option B 48:1 43:1 27:1
2018 Option B 49:1 45:1 33:1
Option B has been used for the calculation of the pay ratio. Under this method, the latest gender
pay gap data has been used to identify on an indicative basis three UK employees at the 25th
percentile, median and 75th percentile. This methodology has been chosen as the data is readily
available and avoids the challenge in collecting and verifying accurately the variable pay elements
for all UK employees across many subsidiaries. The figure for 2022 is lower than previous periods
due to the starting salary of the incumbent CEO who was appointed in January 2022. In line with
the base salary arrangements for the CEO (disclosed above and in previous Remuneration Reports)
the CEO’s base salary level has risen to the level of his immediate predecessor’s 2021 salary.
To provide further context, the table below shows the CEO and the employee percentile pay used
to determine the 2025 pay ratios. The main changes are due to the variable pay outturns in the last
few years.
Year
CEO
£000
25th percentile
£000
Median
£000
75th percentile
£000
Total salary
(i)
703 39 44 56
Total remuneration (single figure)
(i)
2,670 45 49 64
(i) Full-time equivalent.
Executive directors’ service contracts and non-executive directors’ terms of engagement
A summary of the operation of the executive directors’ service contracts and policy on payments
for loss of office is set out within the overview of the remuneration Policy section on pages 133
and 134. The Chair and non-executive directors do not have service contracts; they serve under
letters of appointment and are subject to annual re-election by shareholders at the AGM. The term
of appointment for non-executive directors and the Chair is three years and their appointments are
subject to termination on three months’ notice (up to 12 months for the Chair). In the event of the
termination of their position, they are entitled to reimbursement of any outstanding fees and
expenses due. The dates of appointment and date of service contract (in the case of executive
directors) or date of letter of appointment (in the case of non-executive directors) for those
directors seeking re-election at the 2026 AGM are set out below. The service contracts and letters
of appointment may be viewed at the Company’s registered office.
Executive directors’ service contracts
Name Date of appointment to Board Date of service contract Notice period (rolling)
Kiet Huynh 10 January 2022 8 January 2022 12 months by either party
Ben Peacock 11 March 2024 11 September 2023 12 months by either party
Non-executive directors’ terms of engagement
Name Date of appointment to the Board Date of most recent letter of appointment
Dorothy Thompson (Chair) 1 December 2022 9 October 2025
Svein Richard Brandtzæg 20 November 2024 19 November 2024
Andrew Heath 1 April 2024 26 February 2024
Karin Meurk-Harvey 13 September 2021 3 December 2024
Vanessa Simms 21 June 2024 26 February 2024
Janice Stipp 1 December 2020 3 December 2024
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Rotork Annual Report 2025 rotork.com144
Directors’ Remuneration report continued
Statement of voting at general meeting
The Remuneration Committee is committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. Where there are substantial votes against resolutions in relation to directors’
remuneration, the Company seeks to understand the reasons for any such vote and will report any actions in response to it. The following table sets out the binding vote at the AGM held on 28 April 2023
inrespect of the current remuneration policy and the advisory vote at the AGM held on 2 May 2025 in respect of the Annual Report on Remuneration for the year ended 31 December 2024.
Year Resolution Votes ‘for’ % for
Votes
‘against’ % against
Votes
‘withheld’ %
2023 To approve the remuneration policy 683,772,096 98.04 13,640,012 1.96 410,841 —
2025 To approve the annual report on remuneration 621,874,358 99.35 4,098,872 0.65 2,110,091 —
Advisers to the Remuneration Committee
Korn Ferry has acted as adviser to the Committee since July 2020. Korn Ferry is a member of the Remuneration Consultants Group and a signatory to its Code of Conduct. The Committee keeps the
independence of the advice provided under review and remains satisfied that Korn Ferry is sufficiently independent to act as remuneration adviser to the Remuneration Committee. Korn Ferry provides
additional advice to the Company.
In 2025, the Company paid £137,800 (2024: £40,500) to Korn Ferry for services to the Remuneration Committee. Figures exclude VAT and disbursements.
How we intend to operate the Policy in 2026
1
Salary As explained in more detail earlier in this report, following a benchmarking exercise and consultation with investors and proxy voting agencies, the opportunity is being taken to realign the
executive directors’ base salaries over the next few years in a phased manner. The annual increases will be single digit and will be conditional on continuing performance of both the individual
and the business. Kiet Huynh will receive a salary increase of 9.5%, taking his annual salary to £776,996, effective from 1 April 2026. Ben Peacock will receive a salary increase of 9.5%, taking
his annual salary to £499,101, effective from 1 April 2026.
Benefits Benefits comprise a car allowance, personal accident and private medical insurance and life assurance. Ben Peacock will also be able to receive contributions towards relocation costs related
tohis onboarding, in line with the Policy.
Pension The pension allowance for the executive directors is aligned to the contribution available to the majority of the UK workforce. As at the date of this report, this is 10.35%.
Annual bonus In line with the current remuneration policy, the maximum opportunity for Kiet Huynh will be 150% of salary and the maximum opportunity for Ben Peacock will be 125% of salary. Any bonus
earned above 60% of the maximum opportunity will be deferred in shares for three years. Bonuses will be based on:
• adjusted operating profit performance (60% of opportunity) – the plan is based on the 2026 budget approved by the Board and the challenging nature of the targets and stretch elements
willbe maintained;
• cash generation (15% of opportunity) – the target to achieve maximum outturn will remain at 110%, reflecting the value of a sustained focus on cash generation;
• ESG (10% of opportunity) – measures will be aligned to the ESG strategy. Half of the opportunity (5%) will be based on a TRIR health and safety measure with a threshold set at 0.26
andamaximum at 0.20. The remaining 5% will focus on quantitative targets set to cover culture and employee engagement scores; and
• strategic initiatives (15% of opportunity) – these will be set with a focus on the continued strategic development of the business with a focus on continuing delivery of the
Growth+programme.
The specific targets relating to the bonus have not been disclosed as they are considered by the Remuneration Committee to be commercially sensitive but full details will be given on a
retrospective basis in next year’s report. The executive directors will be invited to participate and must agree in writing to the conditions pertaining to the annual bonus plan, including those
relating to the post-cessation of employment shareholding arrangements that will apply to any bonus deferred in shares under the Deferred Annual Bonus Plan.
Annual Report on Remuneration continued
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rotork.com Rotork Annual Report 2025145
Directors’ Remuneration report continued
Annual Report on Remuneration continued
LTIP The LTIP maximum award levels for 2026 (for the core award) will be 200% of salary for Kiet Huynh and 175% of salary for Ben Peacock. The awards will be subject to the following performance conditions:
• 30% will be based on revenue growth. CAGR over the three-year period must reach 5% for threshold (25%) vesting, increasing on a straight-line basis to full vesting for CAGR over the
three-year period of 9%. A three-year CAGR of below 5% would result in no vesting of this condition.
• 30% will be based on adjusted EPS. Adjusted EPS CAGR growth must be at least 4% for 25% vesting, increasing on a straight-line basis to full vesting for adjusted EPS CAGR growth
of10.5%and above. The targets will be based on adjusted EPS (i.e. excluding the impact of any material restructuring costs). However, the Committee will use its discretion to amend
thetargets as appropriate, to take into account the Board’s expected return on any restructuring investment during the period.
• 30% will be based on economic profit. No payout will be received for a negative economic profit. The threshold target (0% vesting) will require the cumulative economic profit over the
three-year period to exceed that generated in the three-year period to 2025 and the maximum target has been set such that it will require double-digit growth in post-tax profits, alongside
improved balance sheet efficiencies. Similar to adjusted EPS targets, these targets may be adjusted to take into account the Board’s expected return on any restructuring investment during
theperiod. Details of the exact targets are considered by the Remuneration Committee to be commercially sensitive at the current time. However, full details of the targets and how economic
profit has been calculated will be disclosed on vesting.
• 10% will be based on an absolute reduction in Scope 1 and 2 CO
2
emissions (market-based). The threshold target (25% vesting) is a 50% reduction, increasing on a straight-line basis to full
vesting for a 53% reduction. This stretch target is ambitious and in line with the SBTi’s forward-looking ambition adjustment methodology.
The outcome of the above four core performance metrics will then be multiplied by the TSR multiplier, which will be determined by the relative TSR performance compared against a selected list
of constituents of the FTSE 350 Industrial Goods and Services sector (the 15 companies are footnoted below)
2
. For a ranking of median or lower the multiplier will be 1.0x (i.e. no change), rising
on a straight-line basis to 1.5x for an upper quartile or above ranking.
In order to allow for the 2026 LTIP awards to be granted under the 2026 remuneration Policy, the awards will be granted following the conclusion of the Company’s 2026 AGM and will be made
subject to executive directors agreeing in writing to all the conditions under which the awards are made, including the post-cessation of employment shareholding arrangements that will apply to
these awards. The executive directors will be required to retain any shares vesting under the awards (net of tax) until the fifth anniversary of grant.
Shareholding
guidelines
The executive directors are also subject to a requirement during their period of employment to build and maintain a shareholding in Rotork equivalent to 350% of salary for the CEO and 300%
of salary for other executive directors. They will be required to retain all of the shares they receive from the operation of the Company’s incentive share plans (after sales to meet any taxes) plus
any shares they purchase until they reach this level.
Following the cessation of their employment, executive directors are required to retain for a further two years any shares held that have vested to them under the Group’s incentive share plans
(subject to a maximum holding requirement of 200% of final salary). In order to ensure adherence to the post-cessation holding requirements, executive directors will, as a condition of receiving
any and each share-based award, formally accept the post-cessation requirements in writing.
How we intend to operate the Policy in 2026
1
continued
Non‑executive
director fees
An increase to the Chair’s fee, the base Board fees and fees for additional Board responsibilities has been approved, noting that a benchmarking exercise has been undertaken and that the
increase for the wider workforce in the UK (excluding promotions) was 3.2%.
Chair: a fee increase of 3.2%, taking the annual fee to £330,200, effective from 1 April 2026.
Base Board fee: a fee increase of 3.2%, taking the annual fee to £69,500, effective from 1 April 2026.
An increase to the supplementary fees payable to those directors with additional responsibilities, as set out below:
Additional fee for chairing the Audit Committee: a fee increase of 10.3%, taking the annual fee to £16,000, effective from 1 April 2026.
3
Additional fee for chairing the Remuneration Committee: a fee increase of 10.3%, taking the annual fee to £16,000, effective from 1 April 2026.
3
Additional fee for the role of Senior Independent Director: a fee increase of 3.2%, taking the annual fee to £12,400, effective from 1 April 2026.
Additional fee for chairing the Safety and Sustainability Committee: a fee increase of 3.2%, taking the annual fee to £10,700, effective from 1 April 2026.
Additional fee for undertaking the role of Non-executive Director for Workforce Engagement: a fee increase of 3.2%, taking the annual fee to £10,700, effective from 1 April 2026.
1 Where applicable, subject to the proposed refinements to the 2026 remuneration Policy receiving shareholder approval at the
Company’s AGM on 1 May 2026.
2 The companies are Bodycote, DCC, Diploma, discoverIE Group, Goodwin, Halma, IMI, Morgan Advanced MRA, Oxford Instruments,
Renishaw, RS Group, Smiths Group, Spirax, Vesuvius and Weir.
3 The increase will bring the Audit and Remuneration Committee Chairs’ fee closer to the medians of companies within the relevant UK
sector and UK listed companies with a similar market capitalisation.
On behalf of the Board
Svein Richard Brandtzæg
Chair of the Remuneration Committee
9 March 2026
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com146
Directors’ Remuneration report continued
The directors present their report which
incorporates the management report required
under the Disclosure Guidance and Transparency
Rules (DTRs) for listed companies and the audited
accounts for the year ended 31December 2025
as set out on pages 161 to 203. In compiling
this report, the directors have consulted with
the management of the Group.
Information required in the report of the
directors set out in the Strategic Report
Information relating to the likely future
developments of the Company and its
subsidiaries and information relating to the
research and development activities of the
Company and its subsidiaries, together with a
description of the principal risks and uncertainties
that they face, are set out in the Strategic Report
on pages 60 to 66 and are incorporated into
this Directors’ Report byreference.
Corporate governance statement and
TCFD disclosures
The corporate governance statement, required
under Rule 7 of the DTRs, explaining how Rotork
has applied and complied with the 2024UK
Corporate Governance Code (the 2024 Code)
isset out on page 84 and is incorporated into
this Directors’ Report by reference. A description
of the composition andoperation ofthe Board
and its Committees, including the requisite
disclosures in relation to diversity, is set out
onpages 85 to 87 and is
incorporated into this
Directors’ Report by reference.
Full details of
the2024 Code can be found on theFinancial
Reporting Council’s website at www.frc.org.uk/
library/standards-codes-policy/corporate-
governance/uk-corporate-governance-code/.
Rotork’s statement of compliance in implementing
the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD),
required to be made under UK Listing Rule
6.6.6R(8), is set out on page 68.
Additional disclosures
The Strategic Report can be found on pages 1
to 77, and encompasses our Sustainability
Report (which is set out on pages 28 to 57).
Acomplete list of the Group’s subsidiaries has
been included on pages 201 to 203 to comply
with Section 409 of the Companies Act2006
(the Act). Other information that is relevant to
this report, and is incorporated by reference,
including information required in accordance
with the Act and UK Listing Rule 6.6.1R, can be
located as follows:
UK Listing
Rulestatement Detail Page reference
6.6.1R (3) Details of long-term
incentive schemes
Note 28 to the
financial
statements
and the
Directors’
Remuneration
Report on
pages 119
to146
6.6.1R (11) Shareholder waivers
of dividends
Note 19 to
the financial
statements
6.6.1R (12) Shareholder waivers
of future dividends
Note 19 to
the financial
statements
6.6.1R (1‑2),
(4‑10) and (13)
Not applicable N/A
Principal activity
The Group manufactures intelligent flow
control equipment and instrumentation for
oil and gas, water and wastewater, power,
chemical, process and industrial applications.
It operates globally serving customers in 140
countries through a network of offices and
manufacturing facilities. The Group employs
over 3,500 employees worldwide and is
headquartered in Bath, UK.
Company status
Rotork plc is incorporated as a public limited
company and is registered in England and
Wales with the registered number 00578327.
Its registered office is Rotork House, Brassmill
Lane, Bath, UK, BA1 3JQ. Rotorkplc’s ordinary
shares are listed in the commercial companies
(equity shares) category on the London Stock
Exchange (LON:ROR) and Rotork plc is a
constituent member of the FTSE 250 Index.
Rotork plc’s legal entity identifier is:
213800AH5RZIHGWRJ718. The Company’s
share registrar is Equiniti Limited, which
arelocated at Aspect House, Spencer Road,
Lancing, West Sussex, UK, BN99 6DA.
Results and dividends
The results for the year ended 31 December 2025
are set out in the financial statements on pages
161 to 165. The Board has recommended the
following dividends:
Interim dividend paid
on 22 September 2025:
2.95p per ordinary share
(2024: 2.75p)
Proposed final
dividend to be paid
on2 June 2026:
5.35p per ordinary share
(2024: 5.00p)
Total dividend
for2025:
8.30p per ordinary
share (2024: 7.75p)
Subject to shareholder approval, the 2025
finaldividend will be paid on 2 June 2026, to
ordinary shareholders whose names appear on
the register at the close of business on 24 April 2026.
The last date to elect for the Dividend Reinvestment
Plan (DRIP) is 11 May 2026. The Rotork DRIP is
provided by Equiniti Financial Services Limited.
The DRIP enables the Company’s shareholders
to elect to have their cash dividend payments
used to purchase the Company’s shares.
More information can be found at
www.shareview.co.uk/info/drip.
Directors
The directors of the Company who held office
during the year and up to the date of signing
the financial statements were as follows:
Chair: Dorothy Thompson, CBE
Executive directors: Kiet Huynh
Ben Peacock
Independent non‑
executive directors:
Andrew Heath (Senior
Independent Director)
Svein Richard Brandtzæg
Karin Meurk-Harvey
Vanessa Simms
Janice Stipp
The biographies and other details of each of
the current directors are set out on pages 82
and 83.
Details of the interests in the Company’s shares
held by all directors who held office during the
year are set out in the Directors’ Remuneration
Report, which is incorporated by reference to
this report and can be found on page 141.
Directors’ indemnification and insurance
The Company’s Articles of Association provide
for the directors and officers of the Company
tobe appropriately indemnified, subject to the
provisions of the Act. The Company has granted
indemnities to each director and the Group
General Counsel & Company Secretary in
respect of any liabilities incurred in relation to
acts or omissions arising in the ordinary course
of their duties, but only to the extent permitted
by law. The Company also purchases and maintains
insurance for the directors and officers of the
Company in respect of potential legal action
instigated against its directors, to the full
extentas permitted by Section 233 of the Act.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025147
Directors’ report
Powers of the directors
As set out in the Company’s Articles of
Association, the business of the Company is
managed by the Board which may exercise all
the powers of the Company. The powers of the
directors are also determined by prevailing UK
legislation and any specific authorities that the
Company’s shareholders may approve from
time to time.
Appointment and removal of directors
The Board may appoint a director, either to fill
avacancy or as an additional director. Any director
appointed by the Board must retire atthe next
AGM of the Company and put themselves
forward for re-appointment by the
shareholders. In accordance with the
recommendations of the 2024 Code, each
current member of the Board will retire from
office and will submit themself for election or
re-election at the 2026 AGM. This is with
exception of Karin Meurk-Harvey who is not
seeking re-election.
In addition to any power of removal conferred
by the Act, the Company may by ordinary resolution
remove any director before the expiration of
their period of office and may, subject to the
Articles of Association, by ordinary resolution
appoint another person who is willing to act
asa director in their place.
Committed to the highest standards
ofethical behaviour
High ethical standards are fundamental to
theway in which we do business. Respecting
internationally-proclaimed human rights,
promoting an open and honest culture,
havinga zero-tolerance approach to bribery
and corruption worldwide, and selecting
channel partners and suppliers with sound
reputations in the marketplace are important
principles that the Group adheres to.
Code of Conduct
Our Code of Conduct, together with our
DNAvalues and behaviours, forms our cultural
foundation. In addition to the Code of Conduct,
there are supporting policies that sitbeneath
the Code of Conduct, covering Anti-Bribery and
Corruption, Speak Up, Confidentiality, Conflicts
of Interest, Fair Competition, Share Dealing,
Gifts and Hospitality, Data Protection, Modern
Slavery and Trade Sanctions. Training is provided
to support employees’ understanding of the
Codeof Conduct and these policies.
Our Code of Conduct is published on our
corporate website at www.rotork.com/en/
sustainability/esg-reports-and-policies/
rotork-code-of-conduct.
Our suppliers must adhere to our Supplier
Codeof Conduct, which is published on our
corporate website at www.rotork.com/en/
terms-and-conditions/suppliers/supplier-code-
of-conduct.
Our Channel Partners must adhere to our
Channel Partner Code of Conduct, which
ispublished on our corporate website at
www.rotork.com/en/terms-and-conditions/
channel-partners.
Whistleblowing
Rotork encourages the reporting of any
suspected wrongdoing. Our Speak Up Policy
provides our employees and third parties (such
as our suppliers) with various ways to alert
management and directors to any concerns.
This includes an independent Speak Up hotline,
which is designed to assist in facilitating the
reporting of any concerns confidentially, and
anonymously if preferred. The Company has a
strict non-retaliation policy in place to protect
those raising concerns.
All Speak Ups are investigated thoroughly,
however communicated. The Board receives
updates on the nature and number of Speak Up
concerns that the Company may receive.
Our Speak Up Policy is published on our
corporate website at www.rotork.com/en/
sustainability/esg-reports-and-policies/speak-up-
policy. Details of how to use the Company’s
Speak Up hotline can be found in the Speak Up
Policy or Code of Conduct.
Anti-bribery and corruption
Rotork has a zero-tolerance policy to bribery
and corruption worldwide, irrespective of
country or business culture. Both our Code of
Conduct and Anti-Bribery and Corruption Policy
make it clear that our employees will never
offer, pay or solicit bribes in any form. Our Group
Gifts and Hospitality Policy sets out our key
principles regarding the giving and receiving of
gifts and hospitality and the process that our
employees are required to follow should they
intend to offer or accept them.
We only engage channel partners and suppliers
which pass our selection process and which we
are satisfied will conduct business legally and
ethically. We monitor these relationships on an
ongoing basis and take appropriate action
against any supplier that fails to adhere to the
Supplier Code of Conduct, or channel partner
that fails to adhere to the Channel Partner Code
of Conduct.
Modern Slavery Act
In March 2026, the Board approved an
updatedModern Slavery Statement which
canbe found on our corporate website at
www.rotork.com/en/investors/modern-slavery-
statement. The updated statement was
considered to reflect Rotork’s approach to
identifying, monitoring and eradicating human
slavery and trafficking in its business and supply
chain, together with the continual improvements
to be made during the coming year.
Charitable donations
Rotork supports its chosen global charity
partners Pump Aid and Renewable World.
Additionally, we make various local donations
to charitable causes that are relevant to the
communities in which Rotork’s operating sites
are based. Donations are also directed to the
Rotork Benevolent Support, a charity that
provides short-term financial support to employees,
former employees and their families facing
financial hardship. Further details are provided
on page 54.
Political donations or political
expenditure incurred
No political donations were made, or political
expenditure incurred, during the year. The Group
has a policy of not making political donations in
any part of the world and this will continue.
However, it is possible that certain routine
activities undertaken by the Company and its
subsidiaries might unintentionally fall within the
wide definition of matters constituting political
donations and expenditure in the Act. Accordingly,
at the 2026 AGM, the Company is seeking a
renewal of authority to ensure that it does not
inadvertently commit any breaches of the Act
through the undertaking of routine activities
that would not normally be considered to
comprise political donations or expenditure.
Further details of the proposed ordinary resolution
are provided within the 2026 AGM Notice.
Use of financial instruments
An explanation of the Group policies on the
useof financial instruments and financial risk
management objectives is contained in note 29
to the financial statements.
Existence of branches outside the UK
The Company has no branches outside of
theUK.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com148
Directors’ report continued
Share capital
Details of the Company’s share capital including
the rights and obligations attached to each
class of shares and the ordinary shares issued
during 2025 are summarised in note 19 of the
financial statements. Ordinary shares of 0.5p
each represent over 99.9% of the Company’s
total share capital and £1 non-redeemable
preference shares represent less than 0.1%
ofthe Company’s total share capital.
There are no securities of the Company
carryingspecial rights with regard to the
control of the Company.
At the Company’s last AGM held on 2 May 2025,
the shareholders authorised the Company to
make market purchases of ordinary shares
limited to just under approximately 10% of its
issued ordinary share capital at that time and
ofcertain issued preference shares, and to
allotshares within certain limits approved by
shareholders. These authorities will expire at
the 2026 AGM and appropriate renewals are
being sought from shareholders at the 2026
AGM. Further details of the resolutions proposed
are provided within the 2026 AGM Notice.
Consistent with the Group’s capital allocation
policy the Company undertook a share buyback
programme over the period 7 April 2025 to
31October 2025 to return £50m (excluding
stamp duty and expenses) of cash to shareholders.
In accordance with the authorities provided by
shareholders at the 2024 and 2025 AGMs
respectively, the Company repurchased
15,353,151 ordinary shares with a nominal
value of 0.5p each for a total consideration
of£49,999,974.58 over the course of the
programme. On 20 November 2025 the
Company commenced a further share buyback
programme, to return up to a further £50m
(excluding stamp duty and expenses) of cash
toshareholders. As at 31 December 2025,
andin accordance with the authorities provided
by shareholders at the 2025 AGM, the Company
had repurchased 3,003,271 ordinary shares
with a nominal value of 0.5p each for a total
consideration of £9,999,997.87 over the course
of thefirst tranche of the programme. All of
theshares purchased in the share buyback
programmes were subsequently cancelled.
TheCompany does not hold any shares in
treasury. The Company entered into irrevocable,
non-discretionary arrangements with a broker in
order to effect both share buyback programmes.
JTC Employer Solutions Limited is a shareholder
which acts as the trustee of Rotork’s Employee
Benefit Trust (EBT). It is used to purchase Company
shares in the market from time to time and hold
them for the benefit of employees, including
satisfying outstanding awards under the Company’s
various employee share plans. The EBT purchased
a total of 646,328 ordinary shares during the
year for an aggregate consideration of £2,153,061
including dealing costs) and released 732,855
shares to satisfy share plan awards. As at 31
December 2025, the EBT held 3,634,991 Rotork
plc ordinary shares (0.44%) of the issued share
capital in trust. A dividend waiver remains in
place from the trustee in respect of the
dividends payable by the Company on the
shares held in the EBT. Further details can be
found in note 19 to the financial statements.
The Company’s Articles of Association contain
customary restrictions on the transfer of shares
as applicable only in certain limited circumstances
(e.g. in relation to transfers to a minor). Save
forthose provisions, there are no restrictions
onthe transfer of ordinary shares in the capital
of the Company other than certain restrictions
which may be required from time to time by
law, for example insider trading law. In accordance
with the Company’s Share Dealing Code, directors
and certain employees are required to seek the
prior approval of the Company in order to deal
in its shares.
The Company is not aware of any agreements
between shareholders that may result in restrictions
on the transfer of securities and/or voting rights.
The Company’s Articles of Association contain
limited restrictions on the exercise of voting
rights (e.g. in relation to disenfranchised shares
following the issue of a notice to shareholders
under Section 793 of the Companies Act 2006).
The Company’s share schemes each contain
provisions providing voting rights to the
schemetrustee.
Amendments to the Company’s Articles
of Association
The Company’s Articles of Association may only
be amended by special resolution at a general
meeting of the shareholders and were last
updated and approved by shareholders at
theAGM held on 30 April 2021.
Change of control provisions
The £75m unsecured revolving credit facility,
under which the Company is the borrower,
contains provisions allowing the lenders to
cancel their loan commitment and require
repayment of any outstanding amounts
uponachange of control of the Company.
Compensation for loss of office
There are no agreements between the
Company and its directors or employees that
provide for compensation for loss of office or
employment that occurs because of a takeover
bid, except that provisions of the Company’s
share schemes and plans may cause options
andawards granted to employees and directors
under such schemes and plans to vest on a
change of control of the Company.
Greenhouse gas emissions
The disclosures concerning greenhouse gas
emissions required by law are set out in the
keyperformance indicators on page 20, and
contained within the Sustainability Review on
pages 28 to 57. Our detailed greenhouse gas
footprint is set out on pages 74 and 75.
Disabled persons and
employeeengagement
The disclosures concerning the Group’s policies
on the employment of disabled persons and
how we engage with our employees are set
outon pages 51 to 52 and 102 and 103.
Information on how the Board monitored
Rotork’s cultural DNA during the year and how
our cultural DNA is embedded throughout the
organisation is set out on pages 16 and 17 and
92 and 93.
Engagement with suppliers and customers
Details of engagement activities with our
suppliers and customers are set out on pages
100 to 103.
Relations with shareholders
The Board supports the aims of the 2024
Codeand the UK Stewardship Code to promote
engagement and interaction between listed
companies and their major shareholders.
The Board welcomes the opportunity for
investors and shareholders to engage directly
with the Chair and Senior Independent Director
alongside the Chief Executive Officer and Chief
Financial Officer. Information on how the Board
has engaged with its shareholders is set out on
pages 100 and 101. A range of online and
in-person investor relations events following the
publication of the full year and half year results
have been scheduled for 2026.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025149
Directors’ report continued
Substantial shareholders
As at 31 December 2025, the Company had
been notified under DTR 5 of the following
interests in its shares representing 3% or more
of the voting rights in its issued share capital.
Save for the notification received from Norges
Bank on 10 February 2026 (and captured within
the table below), there were no changes in the
interests in shares notified to the Company
between 31 December 2025 and 9 March 2026.
Identity
Number of
voting rights
(direct and
indirect)
% of
voting rights
BlackRock, Inc. 55,423,196 6.67
Liontrust Investment
Partners LLP 42,213,708 4.99
Norges Bank 24,587,722 2.98
Wellington Management
Group LLP 43,614,072 5.25
Disclosure of information to the
external auditor
The directors who held office at the date of
approval of this Directors’ Report confirm that,
so far as they are each aware, there is no relevant
audit information of which the Company’s
external auditor (KPMG LLP) is unaware, and
each director has taken all the steps that they
ought to have taken as a director to make
themself aware of any relevant audit information
and to establish that the Company’s external
auditor is aware of that information.
‘Going concern’ basis of preparation
After making enquiries, the directors are
satisfied that the Group has sufficient resources
to continue in operation for the foreseeable
future, being a period of not less than 12 months
from the date of this Directors’ Report. Accordingly,
they continue to adopt the going concern basis
in preparing the financial statements. In forming
this view, the directors have considered trading
and cash flow forecasts, financial commitments,
the significant order book with customers
spread across different geographic areas and
industries, available facilities and the net cash
position. For further information see pages 161
to 165, which is incorporated into this Directors’
Report by reference.
Viability statement
In line with the 2024 Code, the directors have
carried out a rigorous review of the prospects
of the current business, and its ability to meet
its liabilities through to at least the end of
December 2028. For further information, see
page 67 which is incorporated into this
Directors’ Report by reference.
Events after the reporting period
On 26 February 2026, the Group entered into an
agreement to sell 100% of the share capital of
two non-core subsidiaries, Rotork Midland
Limited and Rotork Instruments Italy Srl. The
combined sale, for an enterprise value of
£24.4m, subject to customary debt-like items
and working capital adjustments, completed on
4 March 2026.
Annual General Meeting
The 2026 Annual General Meeting of the
Company will be held on 1 May 2026. Full
details of the resolutions to be proposed at the
AGM, as well as shareholders’ rights with respect
to attendance, participation in the meeting and
the process for submission of proxy votes in
advance of the meeting, are set out in the
Notice of AGM. The Notice of AGM will be
issued to shareholders at least 21 working days
prior to the AGM and will also be made available
on the Company’s website. Shareholders are
requested to check the Company’s website
(www.rotork.com) for additional information
and for the latest details concerning the
2026AGM.
External auditor
Upon the recommendation of the Audit
Committee and approval of the Board, a
resolution to re-appoint KPMG LLP as the
Company’s external auditor, alongside a
resolution to authorise the Audit Committee
todetermine its remuneration, will be proposed
at the forthcoming AGM. The external auditor
contract was last put out to competitive tender
in 2023. Pursuant to the prevailing regulations,
the Company is required to re-tender the
external auditor contract by no later than for
the 2034 financial year.
The Directors’ Report was approved by the
Board on 9 March 2026.
By order of the Board
Stuart Pain
Group General Counsel & Company Secretary
9 March 2026
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com150
Directors’ report continued
Directors’ responsibilities
The directors are responsible for preparing
theAnnual Report, and the Group and parent
Company financial statements in accordance
with applicable law and regulations.
Company law requires the directors to
prepareGroup and parent Company financial
statements for each financial year. Under that
law, they are required to prepare the Group
financial statements in accordance with
UK-adopted international accounting standards
and applicable law. The directors have elected
to prepare the parent Company financial
statements in accordance with UK accounting
standards and applicable law , including FRS
101 Reduced Disclosure Framework.
Under company law the directors must not
approve the financial statements unless they are
satisfied that they give a true and fair view of
the state of affairs of the Group and parent
Company and of the Group’s profit or loss for
that period. Inpreparing each of the Group
andparent Company financial statements, the
directors are required to:
• select suitable accounting policies and
thenapply them consistently;
• make judgements and estimates that are
reasonable, relevant, and reliable and, in
respect of the parent Company financial
statements only, prudent;
• for the Group financial statements, state
whether they have been prepared in
accordance with UK-adopted international
accounting standards;
• for the parent Company financial
statements, state whether applicable UK
accounting standards have been followed,
subject to any material departures disclosed
and explained in the parent Company
financial statements;
• assess the Group and parent Company’s
ability to continue as a going concern,
disclosing, as applicable, matters related
togoing concern; and
• use the going concern basis of accounting
unless they either intend to liquidate the
Group or the parent Company or to cease
operations, or have no realistic alternative
but to do so.
The directors are responsible for keeping
adequate accounting records that are sufficient
to show and explain the parent Company’s
transactions and disclose with reasonable
accuracy at any time the financial position of
the parent Company andenable them to ensure
that the financial statements comply with the
Companies Act 2006. They are also responsible
for safeguarding the assets of the Company
and hence for taking reasonable steps for
theprevention and detection of fraud and
other irregularities.
Under applicable law and regulations, the
directors are also responsible for preparing a
Strategic Report, Directors’ Report, Directors’
Remuneration Report and Corporate Governance
Statement that complies with that law and
those regulations.
The directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the company’s website.
Legislation in the United Kingdom governing
thepreparation and dissemination of financial
statements may differ from legislation in
otherjurisdictions.
In accordance with Disclosure Guidance and
Transparency Rule (‘DTR’) 4.1.16R, the financial
statements will form part of the annual financial
report prepared under DTR 4.1.17R and 4.1.18R.
Directors’ responsibility statement
pursuant to the Disclosure Guidance
andTransparency Rules
Each of the currently serving directors, whose
names and functions are listed on pages 82 and
83, confirm that, to the best of each person’s
knowledge and belief:
• the financial statements, prepared in
accordance with the applicable set of
accounting standards, give a true and fair
view of the assets, liabilities, financial position
and profit of the Group and Company;
• the Strategic Report and the Directors’
Report include a fair review of the development
and performance of the business and
theposition of the Group and Company,
together with a description of the principal
risks and uncertainties that they face; and
• having taken advice from the Audit Committee,
the Annual Report and financial statements,
taken as a whole, are fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Group’s position and performance, business
model and strategy.
Kiet Huynh
Chief Executive Officer
9 March 2026
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025151
Statement of directors’ responsibilities in respect of the Annual Report and financial statements
In this section
153 Independent auditor’s report tothemembers of Rotork plc
161 Consolidated income statement
Consolidated statement of comprehensiveincome
162 Consolidated balance sheet
163 Consolidated statement of changes inequity
165 Consolidated statement ofcashflows
166 Notes to the Group financialstatements
197 Company balance sheet
Companystatement of changes inequity
198 Notes to the Company financialstatements
Financial statements
Strategic report Corporate governance Financial statements
152Rotork Annual Report 2025 rotork.com
Financial statements
Independent auditor’s report
1. Our opinion is unmodified
We have audited the financial statements of Rotork plc (‘the Company’) for the year ended 31
December 2025 which comprise the consolidated income statement, consolidated statement of
comprehensive income, consolidated balance sheet, consolidated statement of changes in equity,
consolidated statement of cash flows, Company balance sheet and Company statement of changes
in equity, and the related notes, including the accounting policies in note 1.
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the parent
company’s affairs as at 31 December 2025 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards;
• the parent company financial statements have been properly prepared in accordance with
UK-adopted International Accounting Standards and as applied in accordance with the
provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”)
and applicable law. Our responsibilities are described below. We believe that the audit evidence we
have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent
with our report to the Audit Committee.
We were first appointed as auditor by the shareholders on 30 April 2024. The period of total
uninterrupted engagement is for the two financial years ended 31 December 2025. We have
fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance
with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest
entities. No non-audit services prohibited by that standard were provided.
Overview
Materiality
Group financial
statements as a whole
£9m (2024: £8m)
4.9% (2024: 4.4%) of normalised Group profit before tax
Key audit matters vs 2024
Recurring risks
Revenue recognition
Parent company: recoverability of the Parent
company’s debt due from Group entities
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance
in the audit of the financial statements and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by us, 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. We summarise below the key audit matters (unchanged from
2024), in decreasing order of audit significance, in arriving at our audit opinion above, together
with our key audit procedures to address those matters and, as required for public interest entities,
our results from those procedures. These matters were addressed, and our results are based on
procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial
statements as a whole, and in forming our opinion thereon, and consequently are incidental to
that opinion, and we do not provide a separate opinion on these matters.
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025153
Independent auditor’s report to the members of Rotork plc
2. Key audit matters: our assessment of risks of material misstatement continued
The risk Our response
Revenue recognition
(£777.3m; 2024: £754.4m)
Refer to page 110 (Audit Committee
Report), page 167 (accounting policy)
and page 173 (financial disclosures).
Revenue recognised in an inappropriate period
There is incentive and pressure for fraudulent revenue recognition driven by
the Growth+ strategy and external expectations of revenue growth which
is then reflected in internal targets.
Historically, the group has recorded greater amounts of revenue in
December which presents an opportunity to conceal fraudulent revenue
recognition at the period end.
Our procedures included:
• Test of detail: We agreed a sample of sales transactions prior to the year
endbased on their financial significance to purchase order and customer
confirmation of collection or delivery to assess whether the performance
obligation has been met and that revenue has been recognised in the
appropriate accounting period;
• Test of detail: We agreed a sample of post year end credit notes, based on
their financial significance, to assess that revenue has not been overstated
todate.
We performed the detailed tests above rather than seeking to rely on any of the
Group’s controls as detailed testing is a more effective method of obtaining audit
evidence due to the timing of when the control operates.
Our results
• The results of our testing were satisfactory and we considered the amount of
revenue recognised in the year to be acceptable.
Parent company: Recoverability
of the parent company’s debt due
fromGroup entities
(£422.1m; 2024: £413.2m)
Refer to page 197 (financial disclosures)
Low risk, high value
The carrying amount of the intra-group debtor balance represents 90%
(2024: 90%) of the parent company’s total assets.
Their recoverability is not at a high risk of material misstatement or subject
to significant judgement. However, due to their materiality in the context of
the parent company financial statements, this is considered to be the area
which had the greatest effect on our overall parent company audit.
Our procedures included:
• Assessment of risk of default: For a selection of the highest value intra-
group debtor’s representing 99% of the balance, we evaluated the likely risk
of default (where default is defined as the inability of the subsidiary to pay
within 30 days of the debt being called) with reference to the subsidiaries’ net
asset values and forecasts of future profitability.
• Assessing subsidiary audits: We assessed the work performed by us and the
component auditors of that sample of subsidiaries and considered the results
of that work on the subsidiaries’ profits and net assets.
Our results
• We found the intra-group debtor balances to be acceptable.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com154
Independent auditor’s report to the members of Rotork plc continued
3. Our application of materiality and an overview of the scope of our audit
Our application of materiality
Materiality for the Group financial statements as a whole was set at £9.0m (2024: £8.0m),
determined with reference to a benchmark of Group profit before tax, normalised to add back this
year’s costs associated with business transformation of £25.6m and other exceptional items of £5.8m
disclosed in note 2, of which it represents 4.9% (2024:4.4%). We adjusted these items as they do
not represent the normal, continuing operations ofthegroup.
Materiality for the parent company financial statements as a whole was set at £5.9m (2024: £7.0m),
determined with reference to a benchmark of company net assets, of which it represents 2.0%
(2024: 2.1%).
In line with our audit methodology, our procedures on individual account balances and disclosures
were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level
the risk that individually immaterial misstatements in individual account balances add up to a material
amount across the financial statements as a whole.
Performance materiality was set at 65% (2024: 65%) of materiality for the financial statements as a
whole, which equates to £5.9m (2024: £5.2m). We applied this percentage in our determination of
performance materiality based on the level of identified misstatements, control deficiencies and
changes in the control environment during the prior period.
Performance materiality for the Parent company was set at 75% of materiality for the financial
statements as a while, which equates to £4.4m (2024: £5.2m). We applied this percentage in our
determination of performance materiality because we did not identify any factors indicating an
elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements
exceeding £0.45m (2024: £0.4m), in addition to other identified misstatements that warranted
reporting on qualitative grounds.
Overview of the scope of our audit
We performed risk assessment procedures to determine which of the Group’s components are
likely to include risks of material misstatement to the Group financial statements and which
procedures to perform at these components to address those risks.
In total, we identified 62 (2024: 62) components, having considered the Group’s operational
structure, geographical locations, the presence of key audit matters and our ability to perform
audit procedures centrally.
Of those, we identified 2 (2024: 3) quantitatively significant components which contained the
largest percentages of either total revenue or total assets of the Group, for which we performed
audit procedures.
We also identified 10 (2024: 9) components as requiring special audit consideration, owing to
Group risk relating to revenue (2024: revenue) residing in thesecomponents.
Additionally, we selected 4 (2024: 6) components with accounts contributing to the specific risks to
the Group financial statements.
Accordingly, we performed audit procedures on 16 (2024: 18) components. We involved
component auditors on 11 (2024: 16) components. We performed auditprocedures on the items
excluded from the normalised Group profit before tax used as thebenchmark for our materiality.
We set the component materialities, ranging from £0.9m to £4.5m (2024: £0.8m to £4.0m), having
regard to size and risk profile.
Our audit procedures covered 70% (2024: 70%) of Group revenue.
We performed audit procedures in relation to components that accounted for 75% (2024: 68%) of
total profits and losses which made up Group profit before tax and 68% (2024: 78%) of Group
total current assets.
For the remaining components for which we performed no audit procedures, no component
represented more than 3.5% (2024: 3.7%) of Group total revenue, the profits and losses which
made up Group profit before tax or Group current assets. We performed analysis at a Group level
to re-examine our assessment that there is not a risk of material misstatement relating to
thesecomponents.
The Group auditor performed the audit of the parent company.
£9.0m
Whole financial statements materiality
(2024£8.0m)
£5.9m
Whole financial statements
performance materiality (2024: £5.2m)
£4.5m
Range of materiality at 18 components
(£0.9m-£4.5m) (2024: £0.8m to £4.0m)
£0.45m
Misstatements reported to the
AuditCommittee (2024: £0.4m)
Normalised PBT
Group materiality
Normalised Group profit before tax Group materiality
£9.0m (2024: £8.0m)
£188.3m
(2024: 180.4m)
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Group total current assets
3. Our application of materiality and an overview of the scope of our audit continued
Group auditor oversight
In working with component auditors, we:
• conducted the risk assessment and planning discussion meetings with component auditors to
discuss Group audit risks relevant to the components, including key audit matter in respect of
revenue recognition;
• issued Group audit instructions to component auditors on the scope and nature of their work;
• visited 4 (2024: 7) component auditors in person as the audit progressed to understand and
evaluate their work. Video and telephone conference meetings were held with these
components, as well as those we did not visit physically. At these visits and meetings, the results
of the planning procedures and further audit procedures communicated to us were discussed in
more detail and any further work required by us was then performed by the component
auditors; and
• we inspected the work performed by the component auditors for the purpose of the Group
audit and evaluated the appropriateness of conclusions drawn from the audit evidence obtained
and consistencies between communicated findings and work performed , with a particular
focus on work relating to the revenue recognition key audit matter, the risk of management
override of controls, and inventory.
Group revenue
Total profits and losses which made
up the Group profit before tax
Impact of controls on our group audit
The Group has nine main, separate ERP IT systems which are relevant to our Group audit. These
include both legacy systems which have been in place for a number of years, the Group’s new ERP
system which is in use at a small number of components, as well as a consolidation system. With
support from our IT auditors, we gained an understanding of these systems.
Our testing, including further procedures in response to identified deficiencies, demonstrated that
we were able to rely on general IT controls and automated controls in relation to the consolidation
system in determining the work to be performed over certain consolidation activities. For the other
systems, we did not plan to rely on IT controls due to deficiencies and, in some cases informalities
identified as part of our risk assessment procedures.
For other areas of the audit, given we did not plan to rely on the related IT controls and
consideringthe most efficient and effective approach for gaining the appropriate audit evidence,
we took a predominantly substantive audit approach in all areas of our audit. We adopted a
data-oriented approach to testing both manual and automated journals and used data and
analytical routines to test revenue across all components. Given we did not rely on the related
ITcontrols, a manual testing approach was performed over the completeness and accuracy of
dataused in these routines.
We performed audit procedures in relation to components that accounted for the following percentages
of the total profits and losses that made up Group profit before tax and Group current assets:
Our audit procedures covered the following percentage of Group revenue:
2025
2024
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70%
(2024: 70%)
68%
(2024: 78%)
75%
(2024: 68%)
4. The impact of climate change on our audit
We have considered the potential impacts of climate change on the financial statements as part
ofplanning our audit.
The key factors of Rotork’s business which were relevant in our considerations were the current
and forecast levels of trade with customers in the Oil and Gas industry (and impact on continued
demand for Rotork’s products), the geographical locations of key factories and Rotork’s own
decarbonisation targets.
We have performed a risk assessment over how climate change may impact the financial
statements and our audit. Taking into account of the extent of headroom in the goodwill
impairment assessment, the remaining useful economic lives of PPE and the nature of the Group’s
products, our assessment is that climate related risks to the Group’s strategy and financial planning
did not have significant impact on our audit given the nature of the Group’s operations.
We have read the disclosure of climate related information on pages 68 to 75 of the front
halfofthe annual report and considered consistency with the financial statements and our
auditknowledge.
5. Going concern
The directors have prepared the financial statements on the going concern basis as they do not
intend to liquidate the Group or the Company or to cease their operations, and as they have
concluded that the Group’s and the Company’s financial position means that this is realistic. They
have also concluded that there are no material uncertainties that could have cast significant doubt
over their ability to continue as a going concern for at least 12 months from the date of approval of
the financial statements (‘the going concern period’).
We used our knowledge of the Group, its industry, and the general economic environment to
identify the inherent risks to its business model and analysed how those risks might affect the
Group’s and Company’s financial resources or ability to continue operations over the going concern
period. The risks that we considered most likely to adversely affect the Group’s and Company’s
available financial resources over this period were:
• the ability of Rotork to deliver forecast growth in 2026 and 2027 from key customers; and
• potential impact of significant one-off cash transactions impacting the liquidity of the Group.
We considered whether these risks could plausibly affect the liquidity in the going concern period
by comparing severe, but plausible downside scenarios that could arise from these risks individually
and collectively against the level of available financial resources and covenants indicated by the
Group’s financial forecasts.
We assessed the completeness of the going concern disclosure.
Our conclusions based on this work were:
• we consider that the directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate;
• we have not identified, and concur with the directors’ assessment that there is not, a material
uncertainty related to events or conditions that, individually or collectively, may cast significant
doubt on the Group’s or Company’s ability to continue as a going concern for the going
concern period;
• we have nothing material to add or draw attention to in relation to the directors’ statement in
note 1 to the financial statements on the use of the going concern basis of accounting with no
material uncertainties that may cast significant doubt over the Group and Company’s use of
that basis for the going concern period, and we found the going concern disclosure in note 1
tobe acceptable; and
• the related statement under the UK Listing Rules set out on page 150 is materially consistent
with the financial statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as subsequent events may result
in outcomes that are inconsistent with judgements that were reasonable at the time they were
made, the above conclusions are not a guarantee that the Group or the Company will continue
inoperation.
6. Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or
conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity
to commit fraud. Our risk assessment procedures included:
• enquiring of directors, the Audit Committee and internal audit and inspection of policy
documentation as to the Group’s high-level policies and procedures to prevent and detect
fraud, including the internal audit function, and the Group’s channel for whistleblowing, as well
as whether they have knowledge of any actual, suspected or alleged fraud;
• reading Board and Audit Committee meeting minutes;
• considering remuneration incentive schemes and performance targets for management and
directors, including the relevant targets for management remuneration; and
• using analytical procedures to identify any unusual or unexpected relationships.
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6. Fraud and breaches of laws and regulations – ability to detect continued
Identifying and responding to risks of material misstatement due to fraud continued
We communicated identified fraud risks throughout the audit team and remained alert to any
indications of fraud throughout the audit. This included communication from the Group auditor to
component auditors of relevant fraud risks identified at the Group level and requesting component
auditors performing procedures at the component level to report to the Group auditor any
identified fraud risk factors or identified or suspected instances of fraud.
As required by auditing standards, and taking into account possible pressures to meet profit
targets, we perform procedures to address the risk of management override of controls and the
risk of fraudulent revenue recognition, in particular:
• the risk that Group and component management may be in a position to make inappropriate
accounting entries; and
• the risk that revenue from the sale of goods is overstated through recording revenues in the
wrong period.
We did not identify any additional fraud risks.
Further detail in respect of revenue recognition is set out in the key audit matter disclosures in
section 2 of this report.
In determining the audit procedures we took into account the results of our evaluation and testing
of the operating effectiveness of some of the Group-wide fraud risk management controls
We also performed procedures including:
• identifying journal entries and other adjustments to test at the Group level and for selected
components based on risk criteria and comparing the identified entries to supporting
documentation. These included those journals descriptions containing specific words and
phrases; and
• assessing whether the judgements made in making accounting estimates are indicative of a
potential bias.
Identifying and responding to risks of material misstatement related to compliance with laws
and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material
effect on the financial statements from our general commercial and sector experience and through
discussion with the directors (as required by auditing standards), and discussed with the directors
the policies and procedures regarding compliance with laws and regulations.
As the Group is regulated, our assessment of risks involved gaining an understanding of the
control environment including the entity’s procedures for complying with regulatory requirements.
We communicated identified laws and regulations throughout our team and remained alert to any
indications of non-compliance throughout the audit. This included communication from the
Groupauditor to component auditors of relevant laws and regulations identified at the Group
level, and a request for component auditors to report to the Group audit team any instances of
non-compliance with laws and regulations that could give rise to a material misstatement at the
Grouplevel.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements
including financial reporting legislation (including related companies’ legislation), distributable
profits legislation and taxation legislation and we assessed the extent of compliance with these
laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of
non-compliance could have a material effect on amounts or disclosures in the financial statements,
for instance through the imposition of fines or litigation. We identified the following areas as those
most likely to have such an effect: health and safety, data protection laws, anti-bribery and money
laundering, employment law and certain aspects of company legislation recognising the nature of
the Group’s activities. Auditing standards limit the required audit procedures to identify non-
compliance with these laws and regulations to enquiry of the directors and inspection of regulatory
and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed
to us or evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have
detected some material misstatements in the financial statements, even though we have properly
planned and performed our audit in accordance with auditing standards. For example, the further
removed non-compliance with laws and regulations is from the events and transactions reflected
in the financial statements, the less likely the inherently limited procedures required by auditing
standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
controls. Our audit procedures are designed to detect material misstatement. We are not
responsible for preventing non-compliance or fraud and cannot be expected to detect non-
compliance with all laws and regulations.
7. We have nothing to report on the other information in the Annual Report
The directors are responsible for the other information presented in the Annual Report together
with the financial statements. Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our
financial statements audit work, the information therein is materially misstated or inconsistent with
the financial statements or our audit knowledge. Based solely on that work we have not identified
material misstatements in the other information.
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7. We have nothing to report on the other information in the Annual Report continued
Strategic Report and Directors’ Report
Based solely on our work on the other information:
• we have not identified material misstatements in the strategic report and the Directors’ Report;
• in our opinion the information given in those reports for the financial year is consistent with the
financial statements; and
• in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Directors’ Remuneration Report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency
between the directors’ disclosures in respect of Emerging and Principal Risks and the Viability
Statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
• the directors’ confirmation within the Viability Statement on page 67 that they have carried out
a robust assessment of the emerging and principal risks facing the Group, including those that
would threaten its business model, future performance, solvency and liquidity;
• the emerging risks and opportunities disclosures describing these risks and how emerging risks
are identified, and explaining how they are being managed and mitigated; and
• the directors’ explanation in the Viability Statement of how they have assessed the prospects of
the Group, over what period they have done so and why they considered that period to be
appropriate, and their statement as to whether they have 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 their assessment, including any related disclosures drawing attention to any necessary
qualifications or assumptions.
We are also required to review the Viability Statement set out on page 67 under the UK Listing
Rules. Based on the above procedures, we have concluded that the above disclosures are materially
consistent with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired
during our financial statements audit. As we cannot predict all future events or conditions and
assubsequent events may result in outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the absence of anything to report on these statements
isnot a guarantee as to the Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency
between the directors’ corporate governance disclosures and the financial statements and our
audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent
with the financial statements and our audit knowledge:
• the directors’ statement that they consider that the annual report and financial statements
taken as a whole is fair, balanced and understandable, and provides the information necessary
for shareholders to assess the Group’s position and performance, business model and strategy;
• the section of the Annual Report describing the work of the Audit Committee, including the
significant issues that the audit committee considered in relation to the financial statements,
and how these issues were addressed; and
• the section of the Annual Report that describes the review of the effectiveness of the Group’s
risk management and internal control systems.
We are required to review the part of the Corporate Governance Statement relating to the Group’s
compliance with the provisions of the UK Corporate Governance Code specified by the UK Listing
Rules for our review, and to report to you if a corporate governance statement has not been
prepared by the Company. We have nothing to report in these respects.
Based solely on our work on the other information described above:
• with respect to the Corporate Governance Statement disclosures about internal control
andriskmanagement systems in relation to financial reporting processes and about share
capitalstructures:
• we have not identified material misstatements therein; and
• the information therein is consistent with the financial statements; and
• in our opinion, the Corporate Governance Statement has been prepared in accordance
withrelevant rules of the Disclosure Guidance and Transparency Rules of the Financial
ConductAuthority.
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Independent auditor’s report to the members of Rotork plc continued
8. We have nothing to report on the other matters on which we are required to report
by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate
for our audit have not been received from branches not visited by us; or
• the parent company financial statements and the part of the Directors’ Remuneration Report to
be audited are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 151, the directors are responsible for:
the preparation of the financial statements including being satisfied that they give a true and fair
view; assessing the Group and parent company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern; and using the going concern basis of accounting
unless they either intend to liquidate the Group or the parent company or to cease operations, or
have no realistic alternative but to do so. In addition, the directors are 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.
Auditor’s responsibilities
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 our opinion
in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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
aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/
auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report
prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s
report provides no assurance over whether the annual financial report has been prepared in
accordance with those requirements.
10. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state
to the Company’s members those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members, as a body, for our
audit work, for this report, or for the opinions we have formed.
Huw Brown (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
66 Queen Square
Bristol
BS1 4BE
9 March 2026
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Independent auditor’s report to the members of Rotork plc continued
Consolidated income statement
For the year ended 31 December 2025
2025
2024
Note
£m
£m
Revenue
3
777 .3
75 4. 4
Cost of sales
(38 8 . 5)
(382 .5)
Gross profit
388 .8
3 71. 9
Other income
6
4.3
1. 8
Distribution costs
(6 . 3)
(6 .7)
Administrative expenses
(2 2 9 .1)
(2 30 .9)
Other expenses
6
(0 .6)
(0 . 2)
Operating profit
3
1 5 7.1
13 5 . 9
Finance income
8
5.3
7. 3
Finance expense
8
(4 . 5)
(2.7)
Profit before tax
9
1 5 7. 9
14 0 . 5
Income tax expense
10
(41. 0)
(35 .7)
Profit for the year
116 . 9
10 4 . 8
Attributable to:
Owners of the parent
115 . 4
10 3 . 6
Non-controlling interests
1. 5
1. 2
116 . 9
10 4 . 8
Basic earnings per share
20
13 . 8p
1 2 .1p
Diluted earnings per share
20
13 .7p
12 .1p
Operating profit
3
1 5 7.1
13 5 . 9
Adjustments to profit:
Amortisation of acquired intangible assets
5
3.0
2. 6
Defined benefit scheme settlement loss
5
—
18 . 0
Other adjustments
5
3 1. 4
2 1. 9
Adjusted operating profit
3
19 1. 5
17 8 . 4
Adjusted basic earnings per share
20
1 7. 0p
15 . 9p
Adjusted diluted earnings per share
20
16 . 9p
15 . 8p
2025
2024
£m
£m
Profit for the year
116 . 9
10 4 . 8
Other comprehensive income
Items that may be subsequently reclassified to the income statement:
Foreign exchange translation differences
(10 . 5)
(12 . 9)
Effective portion of changes in fair value of cash flow hedges net of tax
(0 . 2)
(0 .1)
(10 .7)
(13 . 0)
Items that may not be subsequently reclassified to the income statement:
Remeasurement gain in pension scheme net of tax
0.7
0.6
Expenses and income recognised in other comprehensive income
(10 . 0)
(12 . 4)
Total comprehensive income for the year
10 6 . 9
9 2.4
Attributable to:
Owners of the parent
10 5.7
9 1 .1
Non-controlling interests
1. 2
1. 3
10 6 . 9
9 2.4
Consolidated statement of comprehensive income
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025161
Consolidated income statement and Consolidated statement of comprehensive income
2025 2024
Note£m£m
Non-current assets
Goodwill
11
229. 3
2 24 .8
Intangible assets
12
44 .4
31. 4
Property, plant and equipment
13
9 1. 3
9 0.3
Derivative financial instruments
25
—
0 .1
Deferred tax assets
14
24.2
2 2 .1
Total non-current assets
389. 2
3 6 8 .7
Current assets
Inventories
15
89. 6
8 3.4
Trade receivables
16
17 8 . 5
14 9 . 5
Current tax
16
2.6
4. 2
Derivative financial instruments
25
1. 0
0.9
Other receivables
16
24.3
23. 8
Cash and short-term deposits
17
11 0 . 0
15 0 . 0
Assets held for sale
18
18 . 6
—
Total current assets
424 .6
4 11 . 8
Total assets
8 13 . 8
780 .5
Current liabilities
Interest-bearing loans and borrowings
21
4 .6
4.3
Trade payables
24
6 0 .7
43.8
Employee benefits
22
3 1. 3
2 9 .1
Current tax
24
1 4.3
16 . 0
Derivative financial instruments
25
0.5
0.4
Other payables
24
46.8
5 0.0
Provisions
23
5.4
4.8
Liabilities directly associated with the assets held for sale
18
6.4
—
Total current liabilities
17 0 . 0
14 8 . 4
2025 2024
Note£m£m
Non-current liabilities
Interest-bearing loans and borrowings
21
4 0 .1
20.4
Employee benefits
22
7. 5
7. 7
Deferred tax liabilities
14
9.7
4.0
Derivative financial instruments
25
—
0 .1
Other payables
24
1. 7
—
Provisions
23
0.4
1. 4
Total non-current liabilities
59.4
33.6
Total liabilities
229.4
18 2 . 0
Net assets
584 .4
598 .5
Equity
Issued equity capital
19
4 .1
4.2
Share premium
23 .4
21. 9
Other reserves
(9. 8)
0.5
Retained earnings
5 63.9
5 69. 2
Equity attributable to the owners of the Company
5 8 1. 6
595.8
Non-controlling interests
2.8
2.7
Total equity
584 .4
59 8 .5
These financial statements were approved by the Board of Directors and authorised for issue on
9 March 2026 and were signed on its behalf by:
K Huynh and B Peacock
Directors
Consolidated balance sheet
At 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com162
Consolidated balance sheet
Total
IssuedCapitalattributable Non-
equityShareTranslationredemptionHedgingRetainedto owners of controlling
capitalpremiumre se r v e *re se r v e *re se r v e *earningsthe CompanyinterestsTotal
£m£m£m£m£m£m£m£m£m
Balance at 31 December 2023
4.3
21. 0
11 . 2
1. 7
0.6
5 8 1. 8
620.6
1. 7
62 2. 3
Profit for the year
—
—
—
—
—
10 3 . 6
10 3 . 6
1. 2
10 4 . 8
Other comprehensive income
Foreign exchange translation differences
—
—
(13 . 0)
—
—
—
(13 . 0)
0 .1
(12 . 9)
Effective portion of changes in fair value of cash flow hedges
—
—
—
—
(0 .1)
—
(0 .1)
—
(0 .1)
Actuarial gain on defined benefit pension plans
—
—
—
—
—
0.9
0.9
—
0.9
Tax on other comprehensive (loss)/income
—
—
—
—
—
(0. 3)
(0 .3)
—
(0. 3)
Total other comprehensive (loss)/income
—
—
(13 . 0)
—
(0 .1)
0.6
(12 . 5)
0 .1
(12 . 4)
Total comprehensive (loss)/income
—
—
(13 . 0)
—
(0 .1)
10 4 . 2
9 1 .1
1. 3
92. 4
Transactions with owners, recorded directly in equity
Equity settled share-based payment transactions
—
—
—
—
—
4 .0
4.0
—
4.0
Share options exercised by employees
—
0.9
—
—
—
—
0 .9
—
0 .9
Own ordinary shares acquired
—
—
—
—
—
(10 . 3)
(1 0 . 3)
—
(1 0 . 3)
Own ordinary shares awarded under share schemes
—
—
—
—
—
3 .1
3 .1
—
3 .1
Share buyback programme
(0 .1)
—
—
0 .1
—
(5 0. 3)
(5 0. 3)
—
(5 0 .3)
Dividends paid on ordinary shares
—
—
—
—
—
(6 3. 3)
(6 3. 3)
—
(63. 3)
Dividends paid to non-controlling interests
—
—
—
—
—
—
—
(0. 3)
(0. 3)
Balance at 31 December 2024
4.2
21. 9
(1. 8)
1. 8
0.5
5 69. 2
595.8
2.7
59 8 .5
* Other reserves on face of the condensed consolidated balance sheet includes the translation reserve, capital redemption reserve and hedging reserve.
Consolidated statement of changes in equity
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025163
Consolidated statement of changes in equity
Total
IssuedCapitalattributable Non-
equityShareTranslationredemptionHedgingRetainedto owners of controlling
capitalpremiumre se r v e *re se r v e *re se r v e *earningsthe CompanyinterestsTotal
£m£m£m£m£m£m£m£m£m
Balance at 31 December 2024
4.2
21. 9
(1. 8)
1. 8
0.5
5 69. 2
595.8
2 .7
59 8. 5
Profit for the year
—
—
—
—
—
115 . 4
115 . 4
1. 5
11 6 . 9
Other comprehensive income
Foreign exchange translation differences
—
—
(10 . 2)
—
—
—
(10 . 2)
(0. 3)
(10 . 5)
Effective portion of changes in fair value of cash flow hedges
—
—
—
—
(0. 3)
—
(0. 3)
—
(0. 3)
Actuarial gain on defined benefit pension plans
—
—
—
—
—
1 .1
1 .1
—
1 .1
Tax on other comprehensive (loss)/income
—
—
—
—
0 .1
(0 . 4)
(0 . 3)
—
(0. 3)
Total other comprehensive (loss)/income
—
—
(10 . 2)
—
(0 . 2)
0 .7
(9.7)
(0 . 3)
(10 . 0)
Total comprehensive (loss)/income
—
—
(10 . 2)
—
(0. 2)
1 16 .1
105 .7
1. 2
10 6 . 9
Transactions with owners, recorded directly in equity
Equity settled share-based payment transactions
—
—
—
—
—
7. 8
7. 8
—
7. 8
Share options exercised by employees
—
1. 5
—
—
—
—
1. 5
—
1. 5
Own ordinary shares acquired
—
—
—
—
—
(2 . 2)
(2 . 2)
—
(2. 2)
Share buyback programme
(0 .1)
—
—
0 .1
—
(60 . 4)
(60 .4)
—
(6 0. 4)
Dividends paid on ordinary shares
—
—
—
—
—
(66 .6)
(6 6 .6)
—
(6 6 .6)
Dividends paid to non-controlling interests
—
—
—
—
—
—
—
(1.1)
(1 .1)
Balance at 31 December 2025
4 .1
23.4
(12 . 0)
1.9
0. 3
563.9
5 8 1. 6
2.8
58 4.4
Detailed explanations for equity capital, the translation reserve, capital redemption reserve and hedging reserve can be seen in note 19.
* Other reserves on face of the condensed consolidated balance sheet includes the translation reserve, capital redemption reserve and hedging reserve.
Consolidated statement of changes in equity
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com164
Consolidated statement of changes in equity continued
2025 2025 2024 2024
Note£m£m£m£m
Cash flows from operating activities
Cash generated from operations
26
19 3 . 0
2 12 .7
Operating cash flow impacts of other adjustments
5
(27.8)
(21. 2)
Difference between pension charge and cash contribution
(0 . 3)
(3.9)
Income taxes paid
(39. 1)
(3 8. 8)
Net cash flows from operating activities
12 5 . 8
14 8 . 8
Cash flows from investing activities
Purchase of property, plant and equipment
(9. 4)
(14 . 0)
Purchase of intangible assets
—
(1. 6)
Product development costs capitalised
(5.0)
(4. 3)
Sale of property, plant and equipment
2 .0
0. 2
Acquisition of business (net of cash acquired)
4
(31. 8)
—
Settlement of hedging derivatives
(0 .7)
2 .7
Interest received
1.6
4 .1
Net cash flows from investing activities
(4 3. 3)
(12 . 9)
Cash flows from financing activities
Issue of ordinary share capital
1.5
0.9
Own ordinary shares acquired
(2 . 2)
(10 . 3)
Interest paid
(1. 8)
(2. 0)
Repayment of lease liabilities
(3. 9)
(4 . 2)
Proceeds from borrowings
73. 5
—
Repayment of borrowings
(59. 5)
—
Share buyback programme
(6 0. 4)
(5 0. 3)
Dividends paid on ordinary shares
(6 6 .6)
(6 3. 3)
Dividends paid to non-controlling interests
(1 .1)
(0.3)
Net cash flows from financing activities
(12 0 . 5)
(12 9 . 5)
Net (decrease)/increase in cash and cash equivalents
(38 .0)
6.4
Cash and cash equivalents at 1 January
1 50.0
1 46.4
Effect of exchange rate fluctuations on cash held
(2 . 0)
(2. 8)
Cash and cash equivalents at 31 December
17
11 0 . 0
15 0 . 0
Consolidated statement of cash flows
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025165
Consolidated statement of cash flows
The Group has changed the presentation of notes to the financial statements from thousands
of pounds (£000) to millions of pounds (£m), unless indicated otherwise. This change has been
applied retrospectively to all comparative information for consistency.
Rotork plc is a public company limited by shares, registered and domiciled in England and Wales.
Its ordinary shares have a commercial companies (equity shares) category listing on the London
Stock Exchange. The consolidated financial statements of the Company for the year ended
31 December 2025 comprise the Company and its subsidiaries (together referred to as the Group).
The accounting policies contained below in note 1 and the disclosures in notes 2 to 34 all relate to
the Group financial statements. The Company balance sheet, accounting policies and applicable
notes can be found following note 34.
1. Accounting policies
The accounting policies applied in the preparation of these consolidated financial statements
are set out below. These policies have been consistently applied to the years presented, unless
otherwise stated.
Basis of preparation
The consolidated financial statements of Rotork plc have been prepared in accordance with
UK-adopted International Accounting Standards.
The consolidated financial statements have been prepared under the historical cost convention
except for defined benefit pension scheme assets, share-based payments and derivative financial
instruments as referred to in the respective accounting policies below. Non-current assets and
disposal groups held for sale are stated at the lower of previous carrying amount and fair value
less costs to sell.
New accounting standards and interpretations
An amendment to IAS 21 ‘Lack of Exchangeability’ has been issued by the IASB and was effective
for the period beginning 1 January 2025. The application of this amendment has not had any
material impact on the Group’s financial reporting on adoption.
New standards and interpretations not yet adopted
At the date of authorisation of these financial statements, the Group has not applied the following
new and revised IFRS Accounting Standards that have been issued but are not yet effective and are
not mandatory for periods ended 31 December 2025:
Amendments to IFRS 9
and IFRS 7
Amendments to the classification and measurement of financial
instruments and Contracts referencing Nature-dependent Electricity
IFRS 18 Presentation and disclosures in financial statements
Amendments to IFRS 9 and IFRS 7 are effective for periods beginning on or after 1 January 2026
and are not expected to have a material impact on the Group’s financial reporting on adoption.
The impact of IFRS 18 is still being assessed and is effective from 1 January 2027.
Adjustments to profit
Adjustments to profit are items of income and expense which, because of the nature, size and/or
infrequency of the events giving rise to them, merit separate presentation. These specific items
are presented as a footnote to the income statement to provide greater clarity and an enhanced
understanding of the impact of these items on the Group’s financial performance. In doing so,
it also facilitates greater comparison of the Group’s results with prior periods and assessment
of trends in financial performance. This split is consistent with how business performance is
measured internally.
Adjustments to profit items may include but are not restricted to: costs of significant business
restructuring and any associated impairments of intangible or tangible assets, adjustments to the
fair value of acquisition-related items such as contingent consideration, acquired intangible asset
amortisation and other items considered to be significant due to their nature or the expected
infrequency of the events giving rise to them.
Going concern
The directors are satisfied that the Group has sufficient resources to continue in operation for a
period of not less than 12 months from the date of this report, and that no material uncertainties
exist with respect to this assessment. Accordingly, the directors continue to adopt the going
concern basis in preparing the financial statements.
In forming this view, the macroeconomic conditions and the impact of geopolitical instability
on the Group, as discussed in our principal risks on pages 60 to 66, have been considered.
The directors have reviewed the current financial position of the Group which remains robust.
At the period end, the Group has £65.3m of net cash and access to liquidity through a committed
revolving credit facility (RCF) of which £53.0m remains undrawn and uncommitted overdraft
facilities of £46.0m. The RCF expires in 2029 and contains a ratio of 3.5:1 consolidated net debt
to consolidated EBITDA covenant. The Group is in a net cash position at year end and
regularly monitors its financial position to ensure that it remains within the terms of this covenant.
The Group also has a significant order book, which contains customers spread across different
geographic areas and industries and the trading and cash flow forecasts for the Group.
A reverse stress test, which identifies scenarios where the Group’s business model would become
unviable, has been performed, and the directors believe there is no reasonably possible
scenario that would lead to the conditions modelled in the reverse stress test. The Group also has a
number of mitigating actions that it can take at short notice to preserve cash, such as reduction in
capital programmes, dividend deferral and other reductions in discretionary spend.
Consolidation
The consolidated financial statements incorporate the financial statements of the Company and its
subsidiaries for the year to 31 December 2025. The financial statements of subsidiaries are included
in the consolidated financial statements from the date that control commences until the date control
ceases. Intra-group balances and any unrealised gains or losses or income and expenses arising from
intra-group transactions are eliminated in preparing the consolidated financial statements.
Notes to the Group financial statements
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com166
1. Accounting policies continued
Foreign currencies
The individual financial statements of each Group company are presented in the currency of the
primary economic environment in which it operates (its functional currency). For the purposes of
the consolidated financial statements, the results and financial position of each Group company
is expressed in sterling, which is the functional currency of the Company, and the presentational
currency for the consolidated financial statements.
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date
of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance
sheet date are translated to sterling at the foreign exchange rate ruling at that date. Foreign exchange
differences arising on translation are recognised in the income statement. Non-monetary assets
and liabilities that are measured in terms of historical cost in a foreign currency are translated using
the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated
in foreign currencies that are stated at fair value are translated to sterling at foreign exchange rates
at the dates the values were determined.
Assets and liabilities of foreign subsidiaries, including goodwill and fair value adjustments arising
on consolidation, are translated into sterling at rates of exchange ruling at the balance sheet date.
The revenues and expenses of foreign subsidiaries are translated to sterling at the average foreign
exchange rates for the year; this is deemed to be a reasonable approximation of the actual rate
ruling at the transaction date. Differences on exchange arising from the retranslation of the opening
net investment in subsidiaries, and from the translation of the results of those subsidiaries at the
average rate, are reported as an item of other comprehensive income and accumulated in the
translation reserve. Any differences that have arisen since 1 January 2004, the date of transition
to IFRS, are presented as a separate component of equity. Translation differences that arose before
the date of transition to IFRS in respect of all foreign entities are not presented as a separate component.
Revenue
Revenue is measured based on the consideration specified in a contract with a customer. The Group
recognises revenue when it transfers control of a product or service to a customer and is shown
net of value-added tax, returns, rebates and discounts and after eliminating sales within the Group.
The transaction price is determined and known at the point of initial sale.
Revenue from the sale of actuators, gearboxes and flow control products is recognised in the income
statement when control of the goods has transferred. The timing of the transfer of control to the
customer varies depending on the nature of the products sold and the individual terms of the contract
of sale. Sales made under internationally accepted trade terms, Incoterms 2020, are recognised as
revenue when the Group has completed the primary duties required to transfer control as defined
by the International Chamber of Commerce Official Rules for the Interpretation of Trade Terms.
This is the agreed point in time when the customer has accepted and has legal title to the goods,
there is a present right to payment for the goods, and they can determine its future use and location.
The Group provides service and support through preventative maintenance contracts, on-site
and workshop service, retrofit solutions and the client support programme. Revenue in respect of
on-site and workshop service and retrofit solutions is recognised on completion of the work and
after all performance obligations have been completed. Revenue in respect of preventative maintenance
contracts and the client support programme is recognised as the services are performed in line with
the contractual terms. The stage of completion is assessed by reference to the transfer of control
over time, which usually corresponds to the contractual agreement with each separate customer
and the costs incurred on the contract to date in comparison with the total forecast costs of the
contract. The directors have assessed that these contracts are satisfied over time given that the
customer simultaneously receives and consumes the benefits provided by the Group. The nature
of revenue recognised on an over time basis is not dissimilar to that recognised on a point in time
basis when considering the factors in IFRS 15, in particular the short timeframe over which the
Group’s performance obligations are satisfied and the low level of uncertainty in those revenue
arrangements. No further disaggregation is considered necessary in note 3.
No revenue is recognised if there are significant uncertainties regarding recovery of the
consideration due, associated completion costs, the possible return of goods or continuing
management involvement with the goods.
The Group has applied the practical expedient in IFRS 15.121 and therefore not disclosed the
information in IFRS 15.120 regarding unsatisfied (or partially unsatisfied) performance obligations
on contracts with a duration of one year or less.
Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date,
which is the date on which control is transferred to the Group.
The Group measures goodwill at the acquisition date as:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interests in the acquiree; plus
• the fair value of the existing equity interest in the acquiree; less
• the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in the income
statement. The fair value of the assets and liabilities assumed are provisional for no more than
a 12-month period. Costs related to the acquisition, other than those associated with the issue
of debt or equity securities, are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent
consideration is classified as equity, it is not remeasured and settlement is accounted for within
equity. Otherwise, subsequent changes to the fair value of the contingent consideration are
recognised in the consolidated income statement.
Goodwill is stated at cost or deemed cost less any impairment losses. Goodwill is not amortised
but is reviewed for impairment annually. For the purposes of impairment testing, goodwill is allocated
to each of the Group’s cash generating units (CGUs) expected to benefit from the synergies of the
combination. An impairment loss is recognised whenever the carrying value of an asset or its CGU
exceeds its recoverable amount. Impairment losses are recognised in the consolidated income statement.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025167
1. Accounting policies continued
Non-controlling interests
Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein.
The interest of non-controlling shareholders is initially measured at the non-controlling interests’
proportion of the share of the fair value of the acquiree’s identifiable net assets. Subsequent to
acquisition, the carrying amount of non-controlling interests is the amount of those interests
at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.
Total comprehensive income is attributed to non-controlling interests even if this results in
the non-controlling interests having a deficit balance.
Intangible assets
i) Research and development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or
technical knowledge and understanding, is recognised in the income statement in the period
in which it is incurred. Development costs incurred after the point at which the commercial
and technical feasibility of the product has been proven, and the decision to complete the
development has been taken and resources made available, are capitalised. The expenditure
capitalised includes the cost of materials, direct labour and an appropriate proportion of
overheads. Capitalised development expenditure is stated at cost less accumulated amortisation
and impairment losses. Development expenditure has an estimated useful life of up to five years
and is written off on a straight-line basis.
ii) Software as a Service
For ‘Software as a Service‘ (SaaS) arrangements, the Group capitalises costs only relating to the
configuration and customisation of SaaS arrangements as intangible assets where control of the
software and associated configured and customised elements exists. An element of judgement is
involved with identifying specific elements of programme costs. These judgements do not have a
significant impact on the costs to be capitalised. SaaS assets are assessed to have useful lives of 10
to 15 years from the point in time they are available for use and are amortised on a straight-line
basis.
iii) Other intangible assets
Other intangible assets that are acquired by the Group as part of a business combination are stated
at cost less accumulated amortisation and impairment losses. The useful life of each of these assets
is assessed based on discussions with the management of the acquired business and takes account
of the differing nature of each of the intangible assets acquired. The assessed useful lives of
intangibles acquired are as follows:
Brands 4 to 10 years
Customer relationships 2 to 8 years
Other 3 to 8 years
Amortisation is charged on a straight-line basis over the estimated useful life of the assets.
Property, plant and equipment
Freehold land is not depreciated. Long leasehold buildings are amortised over 50 years or the
expected useful life of the building where less than 50 years. Other assets are depreciated in equal
annual instalments by reference to their estimated useful lives and residual values at the following
annual rates:
Freehold buildings 2% to 4%
Short leasehold buildings period of lease
Plant and equipment 10% to 33%
Items of property, plant and equipment are stated at cost or deemed cost less accumulated
depreciation and impairment losses.
Leases
i) The Group as a lessee
For any new contracts entered into, the Group considers whether a contract is or contains a lease.
A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the
underlying asset) for a period of time in exchange for consideration’. To apply this definition the
Group assesses whether the contract meets three key evaluations which are whether:
• the contract contains an identified asset, which is either explicitly identified in the contract or
implicitly specified by being identified at the time the asset is made available to the Group;
• the Group has the right to obtain substantially all of the economic benefits from use of the
identified asset throughout the period of use, considering its rights within the defined scope
of the contract; and
• the Group has the right to direct the use of the identified asset throughout the period of use.
The Group assesses whether it has the right to direct ‘how and for what purpose’ the asset is
used throughout the period of use.
ii) Measurement and recognition of leases as a lessee
At the lease commencement date, the Group recognises a right-of-use asset and a lease liability
on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial
measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any
costs to dismantle and remove the asset at the end of the lease, and any lease payments made in
advance of the lease commencement date (net of any incentives received). Where a lease allows for
an extension to the initial duration, this is recognised only when the extension is reasonably certain
to be exercised.
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement
date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease
term. The Group also assesses the right-of-use asset for impairment when such indicators exist.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com168
1. Accounting policies continued
Leases continued
ii) Measurement and recognition of leases as a lessee continued
At the commencement date, the Group measures the lease liability at the present value of the
lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that
rate is readily available or the Group’s incremental borrowing rate. Lease payments included in the
measurement of the lease liability are made up of fixed payments, variable payments based on an
index or rate, amounts expected to be payable under a residual value guarantee and payments
arising from options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased
for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in
in-substance fixed payments. When the lease liability is remeasured, the corresponding adjustment
is reflected in the right-of-use asset, or income statement if the right-of-use asset is already
reduced to zero.
The Group has elected to account for short-term leases and leases of low-value assets using the practical
expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these
are recognised as an expense in the income statement on a straight-line basis over the lease term.
On the balance sheet, right-of-use assets have been included in property, plant and equipment
and lease liabilities have been included in interest-bearing loans and borrowings.
Interest-bearing loans and borrowings
Obligations for loans and borrowings are recognised when the Group becomes party to the related
contracts and are measured initially at fair value less directly attributable transaction costs. After
initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised
cost. Amortised cost is calculated by taking into account any issue costs and any discount or premium
on settlement. Borrowings are classified as current liabilities unless the Group has a right to defer
settlement of the liability for at least 12 months after the balance sheet date.
Taxation
Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised
in the income statement except to the extent that it relates to items recognised directly in equity or
in other comprehensive income, in which case it is recognised in equity or in other comprehensive
income respectively. Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment
to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. The following temporary differences are not provided for: the effect of
taxable temporary differences for goodwill not deductible for tax purposes and the initial recognition
of assets or liabilities in a transaction which is not a business combination that affect neither accounting
nor taxable profits. The amount of deferred tax provided is based on the expected manner of
realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted
or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits
will be available against which the asset can be utilised. Deferred tax assets are reduced to the
extent that it is no longer probable that the related tax benefit will be realised. Both deferred and
current tax assets and liabilities are offset when criteria set out in IAS 12.71 and IAS 12.74 are met.
Inventory and work in progress
Inventory and work in progress is valued at the lower of cost and net realisable value. Cost is
calculated either on a ‘first in, first out’ or an average cost basis depending upon its nature and
use. In respect of work in progress and finished goods, cost includes all production overheads and
the attributable proportion of indirect overhead expenses which are required to bring inventories
to their present location and condition. The net realisable value in respect of old and slow moving
inventory is assessed by reference to historic usage patterns and forecast future usage.
Trade and other receivables
Trade and other receivables are initially recognised at fair value and are subsequently held
at amortised cost less any expected credit losses according to IFRS 9.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short term (with an original maturity less
than three months) deposits. Bank overdrafts that are repayable on demand form part of cash
and cash equivalents for the purpose of the consolidated statement of cash flows.
Assets held for sale
Non-current assets or disposal groups comprising assets and liabilities are classified as held-for-sale
if it is highly probable that they will be recovered primarily through sale rather than through
continuing use, it is available for immediate sale and the sale is highly probably within one year.
Such assets, or disposal groups, are generally measured at the lower of their carrying amount and
fair value less costs to sell. Any impairment loss on a disposal group is first allocated to goodwill
and then to the remaining assets and liabilities on a pro-rata basis, except that no loss is allocated
to inventories, financial assets, deferred tax assets or employee benefit assets, which continue to
be measured in accordance with the Group’s other accounting policies. Impairment losses on initial
classification as held-for-sale or held-for-distribution and subsequent gains and losses on
remeasurement are recognised in profit or loss.
Once classified as held-for-sale, intangible assets and property plant and equipment are no longer
amortised or depreciated and any equity-accounted investee is no longer equity accounted.
Equity
Equity comprises issued equity capital, share premium, reserves and retained earnings.
When issued equity capital is repurchased, the amount paid, including directly attributable costs,
is recognised as a change in equity. Repurchased shares that are immediately cancelled are debited
directly to equity with the nominal value transferred to the capital redemption reserve. The
difference between the nominal value and the purchase price is shown as a deduction from
retained earnings.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025169
1. Accounting policies continued
Provisions
A provision for warranties is recognised when the underlying products or services are sold. The provision
is based on historical warranty cost data, known issues and management expectations of future costs.
Employee benefits
i) Pension plans
Where the Group operates a defined benefit pension scheme, contributions are made in accordance
with the schedule of contributions agreed with the Trustees. In respect of all remeasurements that
arise in calculating the Group’s obligation in respect of the plans, these are recognised in other
comprehensive income. The retirement benefit obligation recognised in the consolidated balance
sheet represents the deficit in the Group’s defined benefit pension schemes. Where the interest is
a net expense it is recognised within finance expenses and where it is net income it is recognised
within finance income.
The Group also operates defined contribution pension schemes. The costs for these schemes are
recognised in the income statement as incurred.
ii) Share-based payment transactions
The Rotork Sharesave Plan offers certain employees the opportunity to purchase shares in Rotork plc
at a discounted price compared with the market price at the time of grant. Details of the scheme
are given in note 28. The fair value of the right/option is recognised as an employee expense with
a corresponding increase in equity. The fair value is measured at grant date and spread over the
period between grant and maturity. The right/option reaches maturity when the employee
becomes unconditionally entitled. The fair value of the grant is measured using a Black-Scholes
model, taking into account the terms and conditions upon which the rights were granted. The
amount recognised as an expense is adjusted to reflect the actual number of share options that
vest except where forfeiture is due only to share prices not achieving the threshold for vesting.
The Rotork Long Term Incentive Plan grants shares to executive directors and senior managers.
These awards may vest after a period of three years dependent upon both market and non-market
performance conditions being met. Details of the grants are given in note 28. The fair value of the
award is measured at grant date, using a Monte Carlo simulation model which takes into account
the market-based performance criteria, and spread over the vesting period. The fair value of the
award is recognised as an employee expense with a corresponding increase in equity for the
share-settled award. The amount recognised as an expense is adjusted to exclude options that do
not vest as a result of non-market performance conditions not being met.
The Global Employee Share Plan (GESP) and the Share Incentive Plan (SIP) are discretionary
profit-linked share schemes based on the prior year profit of the participating Rotork companies.
The value of the award to each employee is based on salary and the length of service. The value
of the awards can be up to £3,600. Shares awarded under these schemes are issued by the trustee
at the cost of purchase. The costs of providing these plans are recognised in the income statement
over the period in which the employee has earned the award.
iii) Long-term service leave
The Group’s net obligation in respect of long-term service leave is the amount of future benefit
that employees have earned in return for their service in the current and prior periods.
iv) Other employee benefits
The Group offers a number of discretionary bonus schemes to employees around the world.
The costs of these schemes are recognised in the income statement as the criteria are met and
service is undertaken.
Derivative financial instruments
The Group uses forward exchange contracts and swaps to hedge its exposure to foreign exchange
risk arising from operational and financing activities. These are the only derivative financial instruments
used by the Group. In accordance with its Treasury Policy, the Group does not hold or issue contracts
for trading purposes. Forward exchange contracts that do not qualify for hedge accounting are
accounted for as trading instruments.
At inception of designated hedging relationships, the Group documents the risk management
objective and strategy for undertaking the hedge. The Group also documents the economic
relationship between the hedged item and the hedging instrument, including whether the changes
in cash flows of the hedged item and hedging instrument are expected to offset each other.
Forward exchange contracts are recognised initially at fair value. Where a forward exchange contract
is designated as a hedge of the variability in cash flows of a recognised liability or a highly probable
forecasted transaction, the effective part of any gain or loss on the forward contract is recognised
directly in other comprehensive income. Any effective cumulative gain or loss is removed from
equity and recognised in the income statement at the same time as the hedged transaction.
The ineffective part of any gain or loss is recognised in the income statement immediately.
When a hedging instrument or hedge relationship is terminated but the hedged transaction is still
expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in
accordance with the above policy when the transaction occurs. If the hedged transaction is no longer
expected to take place, the cumulative unrealised gain or loss held in equity is recognised in the
income statement immediately.
Dividends
Interim dividends are recorded in the financial statements when they are paid. Final dividends
are recorded in the financial statements in the period in which they are approved by the
Company’s shareholders.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com170
1. Accounting policies continued
Critical judgements and key estimation uncertainties
Estimates and judgements are regularly evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under
the circumstances.
As described on pages 35 to 38, we have considered the impact of climate change and
climate-related risks and concluded that there is no material impact on the key accounting policies,
estimates and judgements that form the basis of these financial statements.
The Group makes estimates and assumptions concerning the future. The resulting estimates will,
by definition, seldom equal the actual results. The estimates and assumptions that have a risk of
causing a material adjustment to the carrying amount of assets and liabilities in the next financial
year are listed below.
i) Critical accounting judgements
There are no critical accounting judgements requiring evaluation.
ii) Key sources of estimation uncertainty
There are no key sources of estimation uncertainty in the current or prior year.
2. Alternative performance measures
The Group uses adjusted figures as key performance measures in addition to those reported under
adopted IFRS, as management believe these measures provide stakeholders with additional useful
information to facilitate greater comparison of the Group’s underlying results with prior periods
and assessment of trends in financial performance.
The Group believes alternative performance measures, which are not considered to be a substitute
for, or superior to, IFRS measures, provide stakeholders with additional helpful information on the
performance of the business. These alternative performance measures are consistent with how the
business performance is planned and reported within the internal management reporting to the
Board. Some of these measures are also used for the purpose of setting remuneration targets.
The key alternative performance measures that the Group use include adjusted profit measures
and organic constant currency (OCC). Explanations of how they are calculated and how they are
reconciled to IFRS statutory results are set out below.
a. Adjusted operating profit
Adjusted operating profit is the Group’s operating profit excluding the amortisation of acquired
intangible assets and other adjusting items as defined in note 1. Further details on these
adjustments are given in note 5.
2025
2024
Operating profit
157.1
135.9
Adjustments:
Amortisation of acquired intangible assets
3.0
2.6
Defined benefit scheme settlement loss
—
18.0
Business Transformation costs
25.6
17.2
Disposal-related costs
3.1
—
Other costs
2.7
4.7
Adjusted operating profit
191.5
178.4
b. Adjusted profit before tax
The adjustments in calculating adjusted profit before tax are consistent with those in calculating
adjusted operating profit above.
2025
2024
Profit before tax
157.9
140.5
Adjustments:
Amortisation of acquired intangible assets
3.0
2.6
Defined benefit scheme settlement loss
—
18.0
Business Transformation costs
25.6
17.2
Disposal-related costs
3.1
—
Other costs
2.7
4.7
Adjusted profit before tax
192.3
183.0
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025171
2. Alternative performance measures continued
c. Adjusted basic and diluted earnings per share
Adjusted basic earnings per share is calculated using the adjusted net profit attributable to the
ordinary shareholders and dividing it by the weighted average ordinary shares in issue (see note 20).
Adjusted net profit attributable to ordinary shareholders is calculated as follows:
2025
2024
Net profit attributable to ordinary shareholders
115.4
103.6
Adjustments:
Amortisation of acquired intangible assets
3.0
2.6
Defined benefit scheme settlement loss
—
18.0
Business Transformation costs
25.6
17.2
Disposal-related costs
3.1
—
Other costs
2.7
4.7
Tax effect on adjusted items
(7.6)
(10.5)
Adjusted net profit attributable to ordinary shareholders
142.2
135.6
Adjusted diluted earnings per share is calculated by using the adjusted net profit attributable
to ordinary shareholders and dividing it by the weighted average ordinary shares in issue,
adjusted to assume conversion of all potentially dilutive ordinary shares (see note 20).
d. Adjusted dividend cover
Dividend cover is calculated as basic earnings per share divided by dividends per share.
Adjusted dividend cover is calculated as adjusted basic earnings per share as defined in
note 2c above divided by dividends per share.
e. Total shareholder return
Total shareholder return is the movement in the price of an ordinary share plus dividends
during the year, divided by the opening share price.
f. Return on capital employed
The return on capital employed ratio is used by management to help ensure that capital is used efficiently.
2025
2024
Adjusted operating profit
191.5
178.4
Capital employed:
Net assets
584.4
598.5
Cash and short-term deposits
(110.0)
(150.0)
Interest-bearing loans and borrowings
44.7
24.7
Pension deficit net of deferred tax
1.7
2.7
Capital employed
520.8
475.9
Average capital employed
498.4
478.4
Return on capital employed
38.4%
37.3%
Average capital employed is defined as the average of the capital employed at the start and end
of the relevant year.
g. Working capital as a percentage of revenue
Working capital as a percentage of revenue is monitored as control of working capital is key
to achieving our cash generation targets. It is calculated as inventory plus trade receivables,
less trade payables, divided by revenue.
h. Organic constant currency (OCC)
OCC results adjust for currency movements and for acquisitions and disposals. The prior year
results are translated at the current reporting year’s average exchange rates. Results from acquired
businesses are not included until owned for more than one year and are then included on an equal
perimeter basis. Disposed businesses are excluded entirely.
Revenue and adjusted operating profit are reconciled to OCC results as follows:
Foreign 2024 at 2025 Organic constant
2024 exchange
exchange rates
Acquisitions
currency
2025
Revenue
754.4
(15.9)
738.5
11.2
27.6
777.3
Adjusted
operating
profit
178.4
(6.1)
172.3
2.0
17.2
191.5
OCC growth rates are calculated as a percentage of the retranslated prior year result.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com172
2. Alternative performance measures continued
i. Cash conversion
Cash conversion is calculated as cash generated from operations as a percentage of adjusted
operating profit. It is monitored to illustrate how efficiently adjusted operating profits are
converted into cash. Cash generated from operations is calculated in note 26.
2025
2024
Cash generated from operations (note 26)
193.0
212.7
Adjusted operating profit (note 2a)
191.5
178.4
Cash conversion
101%
119%
j. Free cash flow
Free cash flow is after organic investment and is calculated as ‘net cash flows from operating activities’,
plus ‘net cash flows from investing activities’ (excluding acquisitions/disposals of businesses), plus
‘net cash flows from financing activities’ (excluding dividends paid on ordinary shares, the share
buyback programme, and proceeds from or repayments of borrowings).
Free cash flow provides an additional view of the available funds of the Group. It is deemed
useful to stakeholders as it represents cash flows that could be used for dividends, share buybacks,
repayments of borrowings or to fund the Group’s strategic initiatives, including any acquisitions.
The reconciliation of net (decrease)/increase in cash and cash equivalents to free cash flow is as follows:
2025
2024
Net (decrease)/increase in cash and cash equivalents
(38.0)
6.4
Adjustments
Dividends paid on ordinary shares
66.6
63.3
Share buyback programme
60.4
50.3
Acquisition of business – net of cash acquired
31.8
—
Net (proceeds)/repayment of borrowings
(14.0)
—
Free cash flow
106.8
120.0
3. Operating segments
The three identifiable operating segments where the financial and operating performance
is reviewed monthly by the chief operating decision maker are as follows:
• Oil & Gas
• Chemical, Process & Industrial
• Water & Power
The Group’s customers are allocated to a segment. Sales to that customer, along with all directly
associated costs of that sale, are reported under the segment to which that customer is allocated.
Where customers sell into multiple segments, a lead segment is identified. Sales to these customers
will generally be allocated to the lead segment unless the sale is of significance and an alternative
segment has been identified, in which case it will be reported under the alternative segment.
Costs not directly attributed to a sale are allocated across the three segments. There are some
costs which are directly attributable to a segment, but most support costs and facility costs are
not directly attributable to a segment and are generally allocated based on split of revenue.
Analysis by operating segment
Chemical,
Process & Water & Corporate
Oil & Gas Industrial Power expenses Group
2025 2025 2025 2025 2025
Revenue from external
customers
351.2
223.4
202.7
—
777.3
Adjusted operating
profit*
97.6
58.2
58.0
(22.3)
191.5
Adjusting items
(34.4)
Operating profit
157.1
Net finance income
0.8
Income tax expense
(41.0)
Profit for the year
116.9
* Adjusted operating profit is operating profit before adjusting items (see note 2).
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025173
3. Operating segments continued
Analysis by operating segment continued
Chemical,
Process & Water & Corporate
Oil & Gas Industrial Power expenses Group
2024 2024 2024 2024 2024
Revenue from external
customers
355.5
205.0
193.9
—
754.4
Adjusted operating
profit*
92.0
53.0
56.4
(23.0)
178.4
Adjusting items
(42.5)
Operating profit
135.9
Net finance income
4.6
Income tax expense
(35.7)
Profit for the year
104.8
* Adjusted operating profit is operating profit before adjusting items (see note 2).
Chemical,
Process & Water &
Oil & Gas Industrial Power Group
2025 2025 2025 2025
Depreciation
6.9
4.6
3.8
15.3
Amortisation of development costs
1.0
0.6
0.5
2.1
Chemical,
Process & Water &
Oil & Gas Industrial Power Group
2024 2024 2024 2024
Depreciation
6.5
3.8
4.0
14.3
Amortisation of development costs
1.3
0.7
0.8
2.8
Balance sheets are reviewed by subsidiary and operating segment balance sheets are not prepared.
Therefore, no further analysis of operating segments assets and liabilities is presented.
Geographical analysis
Rotork has a worldwide presence in all three operating segments.
Revenue by end destination
2025
2024
UK
43.1
54.6
Other EMEA
263.2
233.9
Total EMEA
306.3
288.5
China
107.0
112.5
India
46.7
49.2
Other APAC
99.7
93.6
Total APAC
253.4
255.3
USA
154.2
143.5
Other Americas
63.4
67.1
Total Americas
217.6
210.6
777.3
754.4
4. Acquisitions
Current year acquisitions
i. Noah
On 12 March 2025, the Group acquired 100% of the share capital of NOAH Actuation Co., Ltd
(‘Noah’), for a total purchase consideration of £37.6m. Noah is headquartered in Seoul, South
Korea and its acquisition expands the Group’s electric actuator offering. The Noah acquisition is
fully aligned to the Growth+ strategy and to key Target Segments. Initial consideration of £35.6m
was paid on completion, with a further deferred consideration of £2.0m recognised, with future
payment contingent on certain performance conditions being met.
In the period to 31 December 2025, Noah contributed £11.2m to revenue and £2.0m to adjusted
operating profit. The amortisation charge in the nine-month period from the acquired intangible
assets was £1.5m. If the acquisition had occurred on 1 January 2025 the business would have
contributed £14.3m to revenue, £2.3m to adjusted operating profit and £2.0m to adjusted net
profit attributable to ordinary shareholders.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com174
4. Acquisitions continued
Current year acquisitions continued
ii. Acquisitions fair value table
The acquisition had the following effect on the Group’s assets and liabilities as at 31 December 2025:
Fair value
Non-current assets
Intangible assets
14.4
Property, plant and equipment
10.7
Current assets
Inventory
3.2
Trade and other receivables
2.6
Cash and short-term deposits
3.8
Current liabilities
Trade and other payables
(3.2)
Non-current liabilities
Employee benefits
(1.0)
Interest-bearing loans and borrowings
(8.0)
Deferred tax liabilities
(3.3)
Total net identifiable assets
19.2
Goodwill arising on acquisition
18.4
Total consideration
37.6
Cash consideration
35.6
Contingent consideration
2.0
Total consideration
37.6
The total net cash outflow on current period acquisitions was as follows:
Fair value
Cash paid
35.6
Cash and cash equivalents acquired
(3.8)
Total cash outflow
31.8
The acquisition fair values shown are now final. Due to their contractual dates, the fair value of
receivables (shown above) approximates to the gross contractual amounts receivable. The amount
of gross contractual receivables not expected to be recovered is immaterial.
The goodwill arising from this acquisition represents the opportunity to grow through expanding
the Group’s electric actuator offering and employee know-how. The goodwill has been allocated
to each of the CGUs as follows: 48% Chemical, Process & Industrial, 44% Water & Power, and 8%
Oil & Gas. The goodwill on acquisition is not deductible for tax purposes.
The intangible assets identified comprise technology, customer relationships and the Noah brand.
The intangible assets have been valued by modelling the discounted cash flows attributable to the
respective asset. Discount rates between 14% to 15% have been used. Assumptions regarding
future cash flows are based on a combination of historic performance data and management’s
forecasts. The range of potential outcomes based on sensitivities around management’s forecasts
would not lead to any material differences to the values recognised.
iii. Acquisition costs
Acquisition costs of £1.5m have been expensed in administration expenses in the income
statement during the period and disclosed as an adjusting item under ‘other costs’ in note 5.
Prior year acquisitions
There were no acquisitions in the prior year.
5. Adjusting items
Refer to note 1 for details on the adjustments to profit, including an explanation of ‘other
adjustments’. The adjustments to profit included in operating profit are as follows:
2025
2024
Amortisation of acquired intangible assets
(3.0)
(2.6)
Defined benefit scheme settlement loss
—
(18.0)
Business Transformation costs
(25.6)
(17.2)
Disposal-related costs
(3.1)
—
Other costs
(2.7)
(4.7)
Other adjustments
(31.4)
(21.9)
Total adjusting items
(34.4)
(42.5)
Defined benefit scheme settlement loss
In August 2024 the UK defined benefit pension scheme transacted a second bulk annuity, covering
the benefits of the remaining UK scheme’s membership (mainly deferred pensioners). Given all the
UK scheme’s liabilities are now insured, this second bulk annuity has been accounted for as a
settlement under IAS 19 and therefore a loss of £18.0m has been recognised in the income
statement in the prior year. Further information can be found in note 27.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025175
5. Adjusting items continued
Business Transformation costs
During the year £25.6m (2024: £17.2m) of costs were incurred on Business Transformation. The
multi-year transformation includes the implementation and integration of common systems and
processes throughout the Group, including a new cloud-based ERP system. This brings the total
expensed under the programme to £87.7m. These costs were expensed as they do not meet the
capitalisation criteria under IAS 38. Costs include an allocation of personnel expenses in respect
of employees directly involved in the programme.
The Business Transformation programme, including the new ERP system, is expected to continue
over the next two years at an estimated further cost of £35m to £40m.
Disposal-related costs
£3.1m (2024: £nil) of costs related to the assets and liabilities held for sale have been recognised in
the year. Of this figure, £1.7m relates to estimated costs to sell which are provided for in the
liabilities held for sale (note 18). The remaining costs relate to estimated restructuring and
redundancy costs on transfer of retained product lines between manufacturing sites which are not
included in the liabilities held for sale.
Other costs
£2.7m (2024: £4.7m) of other costs have been incurred, including £1.5m in relation to the Noah
acquisition (2024: £nil), £1.0m of costs in respect of the relocation of the Shanghai (China) facility
to Changshu (China) (2024: £4.3m), and costs related to the pension buy-in of £0.2m (2024:
£0.4m).
Income statement disclosure
All adjustments are included in administrative expenses. The adjustments are taxable or tax
deductible in the country in which the expense is incurred.
Cash flow statement disclosure
Other adjustments have a net operating cash outflow of £27.8m (2024: £21.2m) and a net
investing cash inflow of £nil (2024: £nil).
6. Other income and expenses
2025
2024
Gain on disposal of property, plant and equipment
—
0.2
Other
4.3
1.6
Other income
4.3
1.8
2025
2024
Loss on disposal of property, plant and equipment
(0.1)
(0.1)
Other
(0.5)
(0.1)
Other expenses
(0.6)
(0.2)
Other income includes £3.0m relating to government investment incentives.
7. Personnel expenses
2025
2024
Wages and salaries (including bonus and incentive plans)
173.8
164.3
Social security costs
25.4
22.7
Pension costs (note 27)
8.5
8.3
Share-based payments (note 28)
7.8
6.7
Increase in liability for long term service leave
0.3
0.3
215.8
202.3
2025
2024
Average monthly number of employees during the year:
UK
990
972
Overseas
2,568
2,468
3,558
3,440
Personnel expenses and the average monthly number of employees during the year includes
expenses and employees that are included in Business Transformation costs within Adjusting items
(note 5).
In addition to the costs shown above, £nil (2024: £18.0m) has been recognised in the consolidated
income statement in relation to the settlement loss on the UK defined benefit pension scheme
(note 27).
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com176
8. Finance income and expense
Recognised in the consolidated income statement
2025
2024
Interest income
1.7
4.4
Net interest income on pension scheme liabilities (note 27)
—
0.2
Foreign exchange gains
3.6
2.7
Finance income
5.3
7.3
2025
2024
Interest expense
(1.2)
(1.4)
Interest expense on lease liabilities (note 30)
(0.9)
(0.8)
Net interest expense on pension scheme liabilities (note 27)
(0.2)
—
Foreign exchange losses
(2.2)
(0.5)
Finance expense
(4.5)
(2.7)
Recognised in the consolidated statement of comprehensive income
2025
2024
Effective portion of changes in fair value of cash flow hedges
(1.0)
0.7
Fair value of cash flow hedges transferred to income statement
0.7
(0.8)
Foreign currency translation differences for foreign operations
(10.5)
(12.9)
(10.8)
(13.0)
Recognised in:
Hedging reserve
(0.3)
(0.1)
Translation reserve
(10.5)
(12.9)
(10.8)
(13.0)
9. Profit before tax
Profit before tax is stated after charging/(crediting) the following:
Notes
2025
2024
Depreciation of property, plant and equipment:
– Owned assets
i
10.2
9.4
– Assets held under lease contracts
i
5.1
4.9
Amortisation:
– Acquired intangible assets
iii
3.0
2.6
– Product development costs
iii
2.1
1.9
– Software
iii
1.0
0.8
Impairment of development cost assets
iii
—
0.9
Inventory write downs recognised in the year
ii
1.9
6.0
Product research and development expenditure
iii
8.5
9.1
Exchange differences realised
iv
1.4
(0.9)
Fees payable to the Group’s auditor and their associates for:
– The audit of the Group’s annual accounts
1.5
1.4
– The audit of the Group’s subsidiaries
0.3
0.3
Total audit fees
1.8
1.7
– Audit related assurance services
0.1
0.1
Total non-audit fees
0.1
0.1
Total fees
1.9
1.8
These costs can be found under the following headings in the consolidated income statement:
i. both within cost of sales and administrative expenses
ii. within cost of sales
iii. within administrative expenses
iv. within finance income and expenses
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025177
10. Income tax expense
2025
2025
2024
2024
Current tax
UK corporation tax on profits for the year
3.9
6.6
Adjustment in respect of prior years
(0.7)
0.5
3.2
7.1
Overseas tax on profits for the year
35.8
37.5
Adjustment in respect of prior years
1.5
(1.9)
37.3
35.6
Total current tax
40.5
42.7
Deferred tax
Origination and reversal of other temporary
differences
2.1
(6.3)
Impact of rate change
—
(0.1)
Adjustment in respect of prior years
(1.6)
(0.6)
Total deferred tax
0.5
(7.0)
Total tax charge for year
41.0
35.7
Profit before tax
157.9
140.5
Profit before tax multiplied by the standard
rate of corporation tax in the UK of 25.0%
(2024: 25.0%)
39.5
35.1
Effects of:
Different tax rates on overseas earnings
(0.7)
(0.2)
Irrecoverable withholding tax on dividends
2.4
3.9
Permanent differences
1.6
0.7
Losses not recognised
0.5
0.1
Tax incentives
(1.5)
(1.7)
Impact of rate change
—
(0.1)
Adjustments to tax charge in respect of
prior years
(0.8)
(2.1)
Total tax charge for year
41.0
35.7
Effective tax rate
25.9%
25.4%
2025
2025
2024
2024
Adjusted profit before tax (note 2b)
192.3
183.0
Total tax charge for the year
41.0
35.7
Amortisation of acquired intangible assets
0.5
0.5
Defined benefit scheme settlement loss
—
4.5
Business Transformation costs
6.2
4.4
Disposal-related costs
0.4
—
Other costs (note 5)
0.5
1.1
Adjusted total tax charge for the year
48.6
46.2
Adjusted effective tax rate
25.3%
25.2%
The effective tax rate for the year is 25.9% (2024: 25.4%). The adjusted effective tax rate is 25.3%
(2024: 25.2%) and is lower than the effective tax rate for the year principally because of the tax
treatment of expenses included in adjusting items.
The adjusted effective tax rate has increased from 25.2% in 2024 to 25.3% in 2025, principally
due to a small increase in expenditure which is non-deductible for tax purposes. The Group expects
its adjusted effective tax rate to continue to move in line with the trends in corporate tax rates in
the jurisdictions where Rotork operates. The adjusted effective tax rate will continue to be higher
than the standard UK rate due to higher rates of tax in China, the US, Germany, Italy and India.
With effect from 1 January 2024, the UK has introduced legislation to enact the OECD’s Pillar Two
global minimum tax rules, together with a UK qualified domestic minimum top-up tax. Under the
legislation Rotork plc is required to pay to the UK tax authorities top-up tax on profits of its
subsidiaries that are taxed at an effective tax rate of less than 15%.
The Pillar Two tax charge borne by Rotork plc does not have a material impact on its current
tax expense.
The Group will continue to assess the impact of the Pillar Two income taxes legislation on its future
financial performance. The Group has applied the mandatory temporary IAS 12 exception from the
accounting requirements for deferred taxes in IAS 12, such that the Group will not recognise or
disclose information on deferred tax assets and liabilities related to Pillar Two income taxes.
There is an unrecognised deferred tax liability for temporary differences associated with investments
in subsidiaries. Rotork plc controls the dividend policies of its subsidiaries and the timing of the
reversal of the temporary differences. The value of temporary differences associated with unremitted
earnings of subsidiaries for which deferred tax has not been recognised is £406.6m (2024: £357.2m).
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com178
11. Goodwill
2025
2024
Cost
At 1 January
246.4
253.4
Acquisition through business combinations (note 4)
18.4
—
Transferred to assets held for sale (note 18)
(10.9)
—
Exchange adjustments
(3.0)
(7.0)
At 31 December
250.9
246.4
Provision for impairment
At 1 January
21.6
21.7
Exchange adjustments
—
(0.1)
At 31 December
21.6
21.6
Net book value
229.3
224.8
Cash generating units
Goodwill acquired through business combinations has been allocated to groups of cash generating
units (CGUs) that are expected to benefit from that business combination. For the Group, these are
considered to be the Oil & Gas, Chemical, Process & Industrial and Water & Power divisions. On this
basis, the value in use calculations exceeded the CGU carrying values after applying sensitivity analysis.
Discount rate
Discount rate
Cash generating unit
2025
2024
2025
2024
Oil & Gas
11.3%
11.5%
78.8
88.9
Chemical, Process & Industrial
11.5%
11.6%
125.9
119.1
Water & Power
11.5%
11.6%
24.6
16.8
Total Group
229.3
224.8
Impairment testing
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment.
The annual impairment test was performed at 31 December 2025. The annual impairment testing
considers a range of scenarios which includes costs and risks associated with sustainability.
The key assumptions used in the annual impairment review which are common to all CGUs are set
out below.
i) Discount rates
The discount rates for the significant CGUs presented above are pre-tax rates that reflect current
market assessments of the time value of money and the risks specific to the CGU for which the
future cash flows have not been adjusted. Discount rates are based on estimations that market
participants operating in similar sectors to Rotork would make, using the Group’s economic profile
as a starting point. For each CGU, the risk premium was adjusted on a weighted average basis to
reflect the region in which the CGU carries out the majority of its business, applied a premium
based on the size of the CGU and applied a market participant tax rate in the region the CGU
operates. In calculating the discount rates, consideration was given to exclude risks that were
not relevant or which had already been reflected in the cash flows.
ii) Growth rates
Value in use calculations are used to determine the recoverable amount of goodwill allocated to
each of the CGUs. These calculations use cash flow projections from management forecasts which
are based on the budget and the Group’s three-year strategic plan. The three-year plan is a bottom
up process which takes place as part of the annual budget process. Once the Group annual budget
for the next financial year is finalised, years two and three of the three-year plan are prepared by
each reporting entity’s management reflecting their view of the local market, known projects and
experience of past performance and expectations of future changes in the market. The Group
annual budget and the three-year plan are reviewed and approved by the Board each year. The
compound annual revenue growth forecast for the Group during years one to three, used within
the impairment models, reflects the growth rates within the budget and three-year plans. Years
four and five of the forecast used within the impairment model are based on Group management
judgement and forecasts taking account for future expected changes in the market. From year six
onwards, a growth rate of 2% (2024: 2%) is used to drive a terminal value.
Sensitivity analysis
The Group has conducted an analysis of the sensitivity of the impairment test to changes in the key
assumptions used to determine the recoverable amount for each of the CGUs to which goodwill is allocated.
There are no reasonably possible changes in assumptions that would lead to an impairment.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025179
12. Intangible assets
Product Acquired intangible assets
development Customer
Software costs
Brands
relationships
Other
Total
Cost
31 December 2023
13.8
29.5
51.2
117.8
29.2
241.5
Additions
2.7
4.3
—
—
—
7.0
Exchange adjustments
—
—
(1.0)
(3.0)
(1.1)
(5.1)
31 December 2024
16.5
33.8
50.2
114.8
28.1
243.4
Additions
—
5.2
2.8
1.7
9.9
19.6
Exchange adjustments
—
—
(0.6)
(1.6)
(0.6)
(2.8)
31 December 2025
16.5
39.0
52.4
114.9
37.4
260.2
Amortisation
31 December 2023
0.7
21.5
50.1
116.0
22.2
210.5
Charge for the year
0.8
1.9
1.1
0.2
1.3
5.3
Impairment
—
0.9
—
—
—
0.9
Exchange adjustments
—
—
(1.0)
(3.0)
(0.7)
(4.7)
31 December 2024
1.5
24.3
50.2
113.2
22.8
212.0
Charge for the year
1.0
2.1
0.3
0.4
2.3
6.1
Exchange adjustments
—
—
(0.6)
(1.5)
(0.2)
(2.3)
31 December 2025
2.5
26.4
49.9
112.1
24.9
215.8
Net book value
31 December 2024
15.0
9.5
—
1.6
5.3
31.4
31 December 2025
14.0
12.6
2.5
2.8
12.5
44.4
Other acquired intangible assets represent order books, intellectual property, non-compete
agreements and unpatented technology.
The amortisation charge and impairment are recognised within administrative expenses in the
income statement.
Included in the net book value of software are assets in the course of development, which are
not amortised, with a cost of £2.4m (2024: £2.4m).
13. Property, plant and equipment
Land and Plant and
buildings
equipment
Total
Cost
31 December 2023
83.4
123.6
207.0
Additions
15.5
16.3
31.8
Disposals
(2.8)
(3.7)
(6.5)
Transfers
(2.0)
2.0
—
Exchange adjustments
(4.5)
(6.9)
(11.4)
31 December 2024
89.6
131.3
220.9
Acquisition through business combinations
10.4
0.3
10.7
Additions
1.5
10.6
12.1
Disposals
(2.7)
(14.2)
(16.9)
Transferred to assets held for sale (note 18)
(5.6)
(7.8)
(13.4)
Exchange adjustments
(1.3)
(0.2)
(1.5)
31 December 2025
91.9
120.0
211.9
Depreciation
31 December 2023
33.1
99.5
132.6
Charge for the year
5.0
9.3
14.3
Disposals
(2.8)
(3.6)
(6.4)
Exchange adjustments
(3.1)
(6.8)
(9.9)
31 December 2024
32.2
98.4
130.6
Charge for the year
5.5
9.8
15.3
Disposals
(1.0)
(13.8)
(14.8)
Transferred to assets held for sale (note 18)
(3.0)
(6.8)
(9.8)
Exchange adjustments
(0.5)
(0.2)
(0.7)
31 December 2025
33.2
87.4
120.6
Net book value
31 December 2024
57.4
32.9
90.3
31 December 2025
58.7
32.6
91.3
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com180
13. Property, plant and equipment continued
The net book value of land and buildings can be analysed between:
2025
2024
Land
5.6
5.5
Buildings
53.1
51.9
Net book value at 31 December
58.7
57.4
It is the Group’s policy to test assets for impairment whenever events or changes in circumstances
indicate that their carrying amounts may not be recoverable.
There are no assets in the course of construction included in the net book value of plant and
equipment (2024: £nil).
Included in the net book value of land and buildings and plant and equipment are leased assets
(see note 30).
14. Deferred tax assets and liabilities
Assets
Liabilities
Net
Assets
Liabilities
Net
2025
2025
2025
2024
2024
2024
Property, plant and equipment
6.0
(1.6)
4.4
3.9
(1.8)
2.1
Intangible assets
6.4
(10.3)
(3.9)
5.9
(5.4)
0.5
Employee benefits
5.5
(0.1)
5.4
5.7
(0.1)
5.6
Inventory
7.1
—
7.1
6.8
(0.1)
6.7
Tax losses
0.3
—
0.3
1.7
—
1.7
Other items
3.8
(2.6)
1.2
3.3
(1.8)
1.5
Net tax assets/(liabilities)
29.1
(14.6)
14.5
27.3
(9.2)
18.1
Set off of tax
(4.9)
4.9
—
(5.2)
5.2
—
24.2
(9.7)
14.5
22.1
(4.0)
18.1
Movements in the net deferred tax balance during the year are as follows:
2025
2024
Balance at 1 January
18.1
11.6
Acquired as part of business combinations
(3.3)
—
(Charged)/credited to the income statement
(0.5)
6.9
Impact of rate change
—
0.1
Movement in assets held for sale
0.3
—
Charged directly to equity in respect of pension schemes
(0.4)
(0.3)
Credited directly to hedging reserves in respect of cash flow hedges
0.1
—
Exchange differences
0.2
(0.2)
Balance at 31 December
14.5
18.1
A deferred tax asset of £24.2m (2024: £22.1m) has been recognised at 31 December 2025.
The directors are of the opinion, based on recent and forecast trading, that the level of profits
in the current and future years make it more likely than not that these assets will be recovered.
Deferred tax assets have not been recognised on the temporary differences in respect of tax losses
of £9.1m (2024: £7.6m) due to the degree of uncertainty over the utilisation of the underlying tax
losses. £0.5m of these losses expire within five years with a further £1.0m expiring within ten years.
There is no expiry date associated with the remaining tax losses of £7.6m which are UK capital losses.
15. Inventories
2025
2024
Raw materials and consumables
67.2
64.2
Work in progress
3.9
3.1
Finished goods
18.5
16.1
89.6
83.4
Included in cost of sales was £269.5m (2024: £265.1m) in respect of inventories consumed in the year.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025181
16. Trade and other receivables
2025
2024
Current assets
Trade receivables
182.3
153.5
Allowance for expected credit loss
(3.8)
(4.0)
Trade receivables – net
178.5
149.5
Current tax
2.6
4.2
Other non-trade receivables
6.9
6.4
Other taxes and social security
10.2
8.2
Prepayments
7.2
9.2
Other receivables
24.3
23.8
17. Cash and short-term deposits
2025
2024
Bank balances
94.9
70.3
Short-term deposits
15.1
79.7
Cash and short-term deposits
110.0
150.0
For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise
entirely cash and short-term deposits.
18. Disposal group held for sale
In the second half of 2025, the Group commenced a sale process for two non-core subsidiaries
and, in line with IFRS 5 ‘Non-current Assets Held for Sale and Discontinued Operations’, the Group
has classified the assets and liabilities of both subsidiaries as held for sale as at 31 December 2025.
On 4 March 2026, the Group completed the sale of the disposal group, as disclosed in note 34.
The disposal group does not represent a separate major line of business or geographical area of
operations and therefore does not meet the criteria under IFRS 5 to be classified as discontinued
operations.
In the consolidated balance sheet, the assets and liabilities of the disposal group, in the current
year only, are reported as current assets/liabilities held for sale. The net assets of £12.2m are
measured at the lower of their carrying amount and fair value less costs to sell, with no impairment
recognised in relation to goodwill.
When the sale of the disposal group occurs, a gain or loss will arise. At the time of disposal, the
foreign currency translation reserve will be recycled to the consolidated income statement and
included in the gain or loss on disposal.
The following table details the assets and liabilities classified as held for sale in the consolidated
balance sheet:
2025
Assets
Goodwill
10.9
Property, plant and equipment
3.6
Deferred tax assets
0.1
Inventories
1.7
Trade receivables
1.8
Current tax
0.1
Other receivables
0.4
Assets held for sale
18.6
Liabilities
Trade payables
2.2
Employee benefits
0.7
Current tax
1.0
Other payables
2.1
Deferred tax liabilities
0.4
Liabilities held for sale
6.4
Net assets directly associated with disposal group
12.2
Estimated costs to sell of £1.7m have been expensed to the consolidated income statement in
relation to the disposal group as disclosed in note 5.
19. Capital and reserves
0.5p Ordinary £1 Non- 0.5p Ordinary £1 Non-
shares issued redeemable shares issued redeemable
and fully preference and fully preference
paid up shares paid up shares
2025 2025 2024 2024
At 1 January
4.2
—
4.3
—
Cancelled following share buyback
programme
(0.1)
—
(0.1)
—
At 31 December
4.1
—
4.2
—
Number of shares (million)
828.8
846.4
The ordinary shareholders are entitled to receive dividends as declared and are entitled to vote at
meetings of the Company.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com182
19. Capital and reserves continued
Share issue
The Group received proceeds of £1.5m (2024: £0.9m) in respect of the 770,000 (2024: 321,000)
ordinary shares issued during the year: £0.0m (2024: £0.0m) was credited to share capital and
£1.5m (2024: £0.9m) to share premium.
Own shares held
Within the retained earnings reserve are own shares held in Rotork’s Employee Benefit Trust.
The Group acquired 646,000 of its own shares during the year (2024: 3,129,000). The total
amount paid to acquire the shares was £2.2m (2024: £10.3m), and this has been deducted from
shareholders’ equity. During the year, 733,000 (2024: 973,000) ordinary shares were released
to satisfy share plan awards. The investment in own shares held is £12.0m (2024: £12.3m) and
represents 3,635,000 (2024: 3,722,000) ordinary shares of the Company held in trust for the
benefit of directors and employees for future payments under the Share Incentive Plan, Global
Employee Share Plan and Long Term Incentive Plan. The dividends on these shares have been
waived.
Preference shares
The preference shareholders (see note 21) take priority over the ordinary shareholders when there
is a distribution upon winding up the Company or on a reduction of equity involving a return of
capital. The holders of preference shares are entitled to vote at a general meeting of the Company
if a preference dividend is in arrears for six months or the business of the meeting includes the
consideration of a resolution for winding up the Company or the alteration of the preference
shareholders’ rights. The number of non-redeemable preference shares outstanding are 40,073
(2024: 40,073).
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation
of the financial statements of foreign operations.
Capital redemption reserve
The capital redemption reserve arises when the Company redeems shares wholly out of
distributable profits.
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value
of cash flow hedging instruments that are determined to be an effective hedge.
Dividends
The following dividends were paid in the year per qualifying ordinary share:
Payment date
2025
2025
2024
5.00p final dividend for 2024 (final dividend
for 2023: 4.65p)
3 June
42.1
39.9
2.95p interim dividend for 2025
(interim dividend for 2024: 2.75p)
22 September
24.5
23.4
66.6
63.3
After the balance sheet date, the following dividends per qualifying ordinary share were proposed
by the directors. The dividends have not been provided for.
2025
2024
Final proposed dividend per qualifying ordinary share
5.35p
44.1
—
5.0 0p
—
42.1
20. Earnings per share
Basic earnings per share
Earnings per share is calculated for both the current and previous years using the profit attributable
to the ordinary shareholders for the year. The earnings per share calculation is based on 835.8m
shares (2024: 853.6m shares) being the weighted average number of ordinary shares in issue
(net of own ordinary shares held) for the year.
2025
2024
Net profit attributable to ordinary shareholders
115.4
103.6
Weighted average number of ordinary shares
Issued ordinary shares net of own shares held at 1 January
842.7
859.6
Effect of own shares held
0.4
0.1
Effect of share buyback programme
(7.4)
(6.2)
Effect of shares issued under Sharesave plans
0.1
0.1
Weighted average number of ordinary shares during the year
835.8
853.6
Basic earnings per share
13.8p
12.1p
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025183
20. Earnings per share continued
Adjusted basic earnings per share
Adjusted basic earnings per share is calculated for both the current and previous years using the
profit attributable to the ordinary shareholders for the year after adding back the after-tax impact
of the adjustments. The reconciliation showing how adjusted net profit attributable to ordinary
shareholders is derived is shown in note 2.
2025
2024
Adjusted net profit attributable to ordinary shareholders
142.2
135.6
Weighted average number of ordinary shares during the year
835.8
853.6
Adjusted basic earnings per share
17.0p
15.9p
Diluted earnings per share
Diluted earnings per share is based on the profit for the year attributable to the ordinary shareholders
and 839.5m shares (2024: 857.0m shares). The number of shares is equal to the weighted average
number of ordinary shares in issue (net of own ordinary shares held) adjusted to assume conversion
of all potentially dilutive ordinary shares. The Company has two categories of potentially dilutive
ordinary shares: those share options granted to employees under the Sharesave plan where the
exercise price is less than the average market price of the Company’s ordinary shares during the
year and contingently issuable shares awarded under the Long Term Incentive Plan (LTIP).
2025
2024
Net profit attributable to ordinary shareholders
115.4
103.6
Weighted average number of ordinary shares (diluted)
Weighted average number of ordinary shares for the year
835.8
853.6
Effect of Sharesave options
0.8
0.8
Effect of LTIP share awards
2.9
2.6
Weighted average number of ordinary shares (diluted) during the year
839.5
857.0
Diluted earnings per share
13.7p
12.1p
Adjusted diluted earnings per share
2025
2024
Adjusted net profit attributable to ordinary shareholders
142.2
135.6
Weighted average number of ordinary shares (diluted) during the year
839.5
857.0
Adjusted diluted earnings per share
16.9p
15.8p
21. Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans
and borrowings. For more information about the Group’s exposure to interest rate, liquidity and
currency risks, see note 29.
Notes
2025
2024
Non-current liabilities
Preference shares classified as debt
—
—
Bank loans
22.0
—
Lease liabilities
30
18.1
20.4
40.1
20.4
Current liabilities
Lease liabilities
30
4.6
4.3
4.6
4.3
Total interest-bearing loans and borrowings
44.7
24.7
Terms and debt repayment schedule
The terms and conditions of outstanding bank loans and preference shares were as follows:
Weighted
Interest average Year of
Currency basis interest rate
maturity
2025
2024
Non-redeemable
preference shares
Sterling
9.5%
—
—
—
Sterling floating-rate
revolving credit facility
Sterling
SONIA
4.5%
2029
22.0
—
22.0
—
The weighted average interest rate on the revolving credit facility includes an applicable margin
over and above the interest basis. The revolving credit facility expires in 2029 and contains a ratio
of 3.5:1 consolidated net debt to consolidated EBITDA covenant. Information on leases and the
lease repayment profile is shown in note 30.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com184
22. Employee benefits
2025
2024
Recognised liability for defined benefit obligations (note 27)
2.3
3.6
Other pension scheme liabilities
0.2
0.2
Employee bonuses
26.3
24.8
Employee indemnity provision
1.2
1.9
Other employee benefits
8.8
6.3
38.8
36.8
Non-current
7.5
7.7
Current
31.3
29.1
38.8
36.8
Defined benefit pension scheme disclosures are detailed in note 27.
23. Provisions
Warranty Other
provision
provisions
Total
Balance at 1 January 2025
4.5
1.7
6.2
Charge to the income statement
0.3
—
0.3
Provisions utilised during the year
(0.5)
(0.2)
(0.7)
Balance at 31 December 2025
4.3
1.5
5.8
Maturity at 31 December 2025
Non-current
0.4
—
0.4
Current
3.9
1.5
5.4
4.3
1.5
5.8
Maturity at 31 December 2024
Non-current
1.4
—
1.4
Current
3.1
1.7
4.8
4.5
1.7
6.2
The warranty provision is based on estimates made from historical warranty data associated
with similar products and services. The provision relates mainly to products sold during the last
12 months and the typical warranty period is 18 months.
The Other provisions are expected to be utilised within the next 12 months.
24. Trade and other payables
2025
2024
Current liabilities
Trade payables
60.7
43.8
Current tax
14.3
16.0
Other taxes and social security
10.6
8.8
Contingent consideration payable
0.3
—
Contract liabilities
6.1
7.7
Other non-trade payables and accrued expenses
29.8
33.5
Other payables
46.8
50.0
Non-current liabilities
Contingent consideration payable
1.7
—
Other payables
1.7
—
Contract liabilities are recognised as amounts received from customers in advance of performance
under contract; these amounts are then recognised as revenue as and when the Group performs
under the contract. Generally, there is no significant time delay between receipt from customers
and performance under contract and so these liabilities remain current.
25. Derivative financial instruments
Assets Liabilities Assets Liabilities
2025 2025 2024 2024
Forward foreign exchange contracts –
cash flow hedges
0.7
0.3
1.0
0.3
Foreign exchange swaps – cash flow
hedges
0.3
0.2
—
0.2
Total
1.0
0.5
1.0
0.5
Less non-current portion:
Forward foreign exchange contracts –
cash flow hedges
—
—
0.1
0.1
Current portion
1.0
0.5
0.9
0.4
The full fair value of a hedging derivative is classified as a non-current asset or liability if the
remaining maturity of the hedged item is more than 12 months, and as a current asset or liability,
if the maturity of the hedged item is less than 12 months.
There was no ineffectiveness to be recorded from the use of foreign exchange contracts.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025185
25. Derivative financial instruments continued
The hedged forecast transactions denominated in foreign currency are expected to occur at various
dates. Gains and losses in respect of these derivatives recognised in the hedging reserve in equity
at 31 December 2025 are recognised in the income statement in the period or periods during
which the hedged forecast transaction affects the income statement.
26. Cash generated from operations
Note
2025
2024
Profit for the year
116.9
104.8
Income tax expense
10
41.0
35.7
Finance income
8
(5.3)
(7.3)
Finance expense
8
4.5
2.7
Operating profit
157.1
135.9
Amortisation of acquired intangible assets
3.0
2.6
Defined benefit scheme settlement loss
5
—
18.0
Other adjustments
5
31.4
21.9
Depreciation
13
15.3
14.3
Amortisation and impairment of development costs
12
3.1
3.6
Equity settled share-based payments
28
7.8
6.7
Loss/(profit) on sale of property, plant and equipment
0.1
(0.1)
(Decrease)/increase in provisions
(0.3)
0.9
Cash generated from operations before working
capital cash flows
217.5
203.8
Increase in inventories
(6.4)
(1.4)
Increase in trade and other receivables
(31.8)
(1.1)
Increase in trade and other payables
12.1
12.0
Increase/(decrease) in employee benefits
1.6
(0.6)
Cash generated from operations
193.0
212.7
Analysis of changes in net cash and changes in liabilities arising from financing activities:
Net Net lease
31 December acquired additions/ Exchange 31 December
2024
Cash flow
debt/cash disposals movement 2025
Cash and short-term
deposits
150.0
(41.8)
3.8
—
(2.0)
110.0
Cash and cash equivalents
150.0
(41.8)
3.8
—
(2.0)
110.0
Bank loans
—
(14.0)
(8.0)
—
—
(22.0)
Lease liabilities
(24.7)
4.8
—
(2.8)
—
(22.7)
Net cash/(debt)
125.3
(51.0)
(4.2)
(2.8)
(2.0)
65.3
27. Pension schemes
i) Defined benefit pension schemes
The Group operates two defined benefit pension arrangements – the Rotork Pension and Life
Assurance Scheme (UK Scheme) and the Rotork Controls Inc. Pension Plan (US Pension Plan).
On retirement, leaving service or death, the Schemes provide benefits based on final salary and
length of service. Whether measured by assets or liabilities, the UK Scheme is more than 85% of
the overall value of the two defined benefit schemes.
The UK Scheme is subject to the Statutory Funding Objective under the Pensions Act 2004.
A valuation of the Scheme is carried out at least once every three years to determine whether
the Statutory Funding Objective is met. As part of the process, the Company must agree with the
trustees of the Scheme the contributions to be paid to address any shortfall against the Statutory
Funding Objective.
The UK Scheme is managed by a sole professional independent trustee, Zedra. The Trustee has
responsibility for obtaining valuations of the fund, administering benefit payments and investing
the Scheme’s assets. The Trustee delegates some of these functions to its professional advisers
where appropriate. The UK Scheme was closed to new entrants in 2003 and was closed to future
accrual from 1 April 2018.
In August 2024, the UK Scheme transacted a second bulk annuity with Aviva (the first had taken
place in June 2023), covering the benefits of the remainder of the UK Scheme’s membership
(mainly deferred pensioners). With the exception of GMP equalisation, which has still to be
implemented and has therefore not been insured yet, and subject to any issues that emerge from
the ongoing data verification work for the two bulk annuities, all the liabilities of the UK Scheme
have now been insured with Aviva. However, 5% of the premium due for the second bulk annuity
was deferred and can remain so until the data verification work has been completed – this amount
(which was £3.1m as at 31 December 2025) has been included as a liability of the UK Scheme at 31
December 2025.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com186
27. Pension schemes continued
i) Defined benefit pension schemes continued
This second bulk annuity was accounted for as a settlement under IAS 19 in 2024. The settlement
loss had two components. The main component resulted from the £17.5m difference between the
premium paid by the UK Scheme and the value of the insured liabilities measured on an IAS 19
basis. In addition, as part of the second bulk annuity negotiations, it was established that Aviva
were unable to administer one aspect of the UK Scheme’s method for revaluing deferred members’
benefits. To enable the bulk annuity to transact, a slightly improved methodology for deferred
revaluation was agreed. This meant there was also a past service cost component, equal to £0.5m.
The overall settlement loss was therefore £18.0m.
The US Pension Plan is subject to the ERISA funding requirements. A valuation of the Plan is
carried out annually to ensure the Funding Objective is met under ERISA by contributing at least
the Minimum Required Contribution. As part of this process the Company must contribute to the
Plan enough contributions to ensure at least the Minimum Contribution is deposited in the Trust
to pay for the accrual of benefits. The US Pension Plan, which was closed to new entrants in 2009,
was closed to future accrual on 31 December 2018.
In the context of the second bulk annuity, the UK Scheme’s advisers made an updated estimate of
the eventual impact of GMP equalisation on the two buy-in contracts and the corresponding IAS
19 liability impact has been allowed for within the 2024 and 2025 year-end valuations. The precise
impact of Guaranteed Minimum Pension (GMP) equalisation is not yet clear.
In 2024, the ongoing data verification work for the first buy-in led the UK Scheme’s advisers to
estimate that there may be a small additional premium due as part of the eventual true-up. This
has been reflected at the 2024 and 2025 year ends. There have been no further updates on the
results on the data verification work for either buy-in during 2025.
In June 2023, the High Court handed down a decision in the case of Virgin Media Limited v NTL
Pension Trustees II Limited and others relating to the validity of certain historical pension changes
due to the lack of actuarial confirmation required by law. On 2 September 2025, the Government
published draft amendments to the Pensions Scheme Bill which would give affected pension
schemes the ability to retrospectively obtain written actuarial confirmation that historic benefit
changes met the necessary standards. The draft legislation will need to be agreed by both Houses
of Parliament before it passes into law. Based on the Directors’ previous assessment that no further
investigation was required, they believe that the draft legislation confirms their belief that no
additional liabilities will arise from the Virgin Media case and therefore the defined benefit
obligation has not been adjusted.
Movements in the present value of defined benefit obligations
2025
2024
Liabilities at 1 January
130.1
146.2
Interest cost
6.9
6.6
Benefits paid
(7.3)
(7.8)
Actuarial gain
(1.4)
(15.8)
Past service cost
—
0.5
Currency (gain)/loss
(1.3)
0.4
Liabilities at 31 December
127.0
130.1
Movements in fair value of plan assets
2025
2024
Assets at 1 January
126.5
155.4
Interest income on plan assets
6.7
6.9
Employer contributions
0.3
4.1
Benefits paid
(7.3)
(7.8)
Return on plan assets, excluding interest income on plan assets
(0.3)
(14.8)
Settlement loss on assets
—
(17.5)
Currency (loss)/gain
(1.2)
0.2
Assets at 31 December
124.7
126.5
Expense recognised in the income statement
2025
2024
Net interest income
0.2
(0.2)
Past service cost
—
0.5
Settlement loss on assets
—
17.5
0.2
17.8
This expense is recognised in the following line items in the income statement:
2025
2024
Net finance expense
0.2
(0.2)
Administrative expenses
—
18.0
0.2
17.8
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025187
27. Pension schemes continued
i) Defined benefit pension schemes continued
Remeasurements over the year
2025
2024
Experience adjustments on plan assets
(0.3)
(14.9)
Experience adjustments on plan liabilities
(0.9)
(0.3)
Actuarial gain from changes to financial assumptions
3.0
15.9
Actuarial (loss)/gain from changes to demographic assumptions
(0.7)
0.2
Experience adjustments on currency
0.1
—
1.2
0.9
Reconciliation of net defined benefit obligation
2025
2024
Net defined benefit obligation at the beginning of the year
3.6
(9.1)
Net financing expense
0.2
(0.2)
Past service cost
—
0.5
Settlement loss on assets
—
17.4
Remeasurements over the year
(1.2)
(0.9)
Employer contributions
(0.3)
(4.1)
2.3
3.6
Liability for defined benefit obligations
The principal actuarial assumptions at 31 December 2025 (expressed as weighted averages):
UK scheme US scheme Weighted average
(% per annum) (% per annum) (% per annum)
2025
2024
2025
2024
2025
2024
Discount rate
5.6
5.5
5.3
5.4
5.6
5.5
Rate of increase in
salaries
n/a
n/a
n/a
n/a
n/a
n/a
Rate of increase in
pensions
(post May 2000)
2.9
3.0
—
—
2.5
2.6
Rate of increase in
pensions
(pre May 2000)
4.6
4.6
—
—
4.0
4.0
UK rate of inflation
3.0
3.1
n/a
n/a
3.0
3.1
In the UK, the Retail Price Index is used as the rate of inflation as it is a requirement of the UK
Scheme’s rules.
The split of the Schemes’ assets were as follows:
Fair value Fair value
2025 2024
Property
0.3
0.4
LDI/absolute return bonds/cash
1.6
1.4
Value of Aviva bulk annuities
109.9
111.5
Balancing premium for second bulk annuity
(3.1)
(3.0)
US deposit administration contract
16.0
16.2
Total
124.7
126.5
Actual return on Schemes’ assets (excluding settlement loss)
6.4
(8.0)
The UK Scheme is now primarily invested in the two Aviva bulk annuities, which have insured all its
liabilities (except for the impact of GMP equalisation and subject to the results of the data
verification work).
The only change made to the UK Scheme’s demographic assumptions at the 2025 year end is that
future improvements in mortality are now based on the CMI_2024 core projection model with no
overlay and a half-life parameter of 1 (2024: CMI_2023 core projection).
By way of example, the respective mortality tables indicate the following life expectancy for UK
Scheme members:
2025
Life expectancy at age 65
2024
Life expectancy at age 65
Current age
Male
Female
Male
Female
65
23.1
23.6
22.7
23.5
45
24.4
25.0
24.0
24.9
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com188
27. Pension schemes continued
i) Defined benefit pension schemes continued
Sensitivity analysis on the Schemes’ liabilities
Approximate effect on liabilities
Adjustments to assumptions
2025
2024
Discount rate
Plus 1.0% p.a.
(15.7)
(16.0)
Minus 1.0% p.a.
18.1
18.6
Inflation
Plus 0.5% p.a.
5.5
5.6
Minus 0.5% p.a.
(5.3)
(5.3)
Life expectancy
Increase of one year in assumed life expectancy
3.9
5.0
The sensitivities disclosed are indicative of how reasonably possible changes would impact
the liabilities recognised. Further movements in assumptions would result in higher variances
accordingly. They are approximate and only show the likely effect of an assumption being adjusted
whilst all other assumptions remain the same. They focus solely on the liability impact and do not
reflect likely matching movements in the assets.
The sensitivity analysis was determined using the same method as per the calculation of liabilities
for the balance sheet disclosures, but using assumptions adjusted as detailed above.
None of the plan assets have quoted prices in an active market.
Effect of the Schemes on the Group’s future cash flows
The Group is required to agree a Schedule of Contributions with the Trustee of the UK Scheme
following a valuation which must be carried out at least once every three years. Following the
valuation of the UK Scheme as at 31 March 2022, the Group estimates that cash contributions
to the Group’s defined benefit pension schemes during 2026 will be £nil (2025: £nil), except that
there will be a need for a further contribution when the balancing payment for the second bulk
annuity becomes due. No new funding valuations have been undertaken due to the pension
buy-in in 2024 and work currently ongoing on buy-out.
The weighted average duration of the defined benefit obligation for the UK Scheme is
approximately 15 years.
ii) Other pension plans
The Group makes a contribution to a number of defined contribution plans around the world to
provide benefits for employees upon retirement. Total expense relating to these plans in the year
was £8.5m (2024: £8.3m).
28. Share-based payments
The Group awards shares under the LTIP, the Save As You Earn scheme (Sharesave plan), the Global
Employee Share Plan (GESP) and the Share Incentive Plan (SIP). The equity settled share-based
payment expense included in the income statement for each of the plans can be analysed as follows:
2025
2024
Sharesave plan (a)
0.5
0.6
Long Term Incentive Plan (b)
4.2
3.2
GESP/SIP profit-linked share scheme (c)
3.1
2.9
Total expense recognised as employee costs (note 7)
7.8
6.7
Volatility assumptions for equity-based payments
The expected volatility of all equity compensation benefits is based on the historic volatility
(calculated based on the weighted average remaining life of each benefit), adjusted for any
expected changes to future volatility due to publicly available information.
a) Sharesave plan
UK employees are invited to join the Sharesave plan when an offer is made each year. All the offers
to date were made at a 20% discount to market price at the time. There are no performance
criteria for the Sharesave plan. Employees are given the option of joining either the 3-year or the
5-year scheme.
3-year scheme
5-year scheme
2025
2024
2025
2024
Grant date
24 September
4 October
24 September
4 October
Share price at grant date
336p
330p
336p
330p
Exercise price
273p
254p
273p
254p
Shares granted under scheme
542,682
422,120
97,425
170,027
Vesting period
3 years
3 years
5 years
5 years
Expected volatility
25.10%
29.40%
25.10%
29.40%
Risk-free rate
3.85%
3.88%
4.07%
3.87%
Expected dividends expressed as a
dividend yield
2.36%
2.24%
2.36%
2.24%
Probability of ceasing employment
before vesting
2.00%
2.00%
2.00%
2.00%
Fair value
92p
105p
104p
117p
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025189
28. Share-based payments continued
Volatility assumptions for equity-based payments continued
a) Sharesave plan continued
Movements in the number of share options outstanding and their weighted average prices are
as follows:
2025
2024
Average option Average option
price per share
Options
price per share
Options
At 1 January
223p
2,524,106
221p
2,460,589
Granted
273p
640,107
254p
592,147
Exercised
239p
(769,963)
261p
(321,324)
Forfeited
207p
(236,838)
226p
(207,306)
At 31 December
241p
2,157,412
223p
2,524,106
Of the 2,157,412 outstanding options (2024: 2,524,106), 180,749 are exercisable (2024: 85,540).
The Group received proceeds of £1.5m in respect of the 769,963 options exercised during the year:
£0.0m was credited to share capital and £1.5m to share premium. The weighted average share
price at date of exercise was 335p (2024: 326p).
The weighted average remaining life of 1,364,574 (2024: 1,680,977) awards outstanding under
the 3-year plan is 1.9 years. The weighted average remaining life of 792,838 (2024: 843,129)
awards outstanding under the 5-year plan is 2.7 years.
b) Long Term Incentive Plan
The LTIP is a performance share plan under which shares are conditionally allocated to selected
members of senior management at the discretion of the Remuneration Committee on an annual
basis. Following shareholder approval of the LTIP at the Company’s AGM on 18 May 2000, awards
of shares are made to executive directors and senior managers each year.
2019 LTIP plan
Following shareholder approval of the 2019 LTIP plan at the Company’s AGM on 26 April 2019,
awards of shares have been made annually to executive and senior managers. Previously, a third
of these awards vested under a Total Shareholder Return (TSR) performance condition, a third
under an EPS performance condition and a third under a Return on Invested Capital (ROIC)
performance condition. For the 2023 awards onwards, 30% of these awards vest under a TSR
performance condition, 30% under an EPS performance condition, 30% under a ROIC
performance condition and 10% under an ESG performance condition.
TSR measures the change in value of a share and reinvested dividends over the period of measurement.
The actual number of shares transferred will be determined by the number of shares initially
allocated multiplied by a vesting percentage. The actual number of shares transferred will be
25% at the 50th percentile rising to 100% at the 75th percentile.
The EPS performance condition is satisfied with 25% (15% for pre-2023 awards) of the awards
vesting if the EPS growth is 9% over the vesting period up to a maximum of 100% vesting if EPS
growth exceeds 35%.
Vesting of awards under the ROIC condition is determined by calculating the growth in ROIC,
on a cumulative basis, over the performance period. For the 2023, 2024 and 2025 awards, the
awards will vest by comparing the average ROIC over the performance period against a set of
pre-defined targets.
The ESG performance condition is satisfied with an absolute reduction in scope 1 and 2 CO
2
emissions with targets aligned to the accredited, published 2030 SBTi targets.
The performance period for the 2022 awards ended on 31 December 2024. Messrs.
PricewaterhouseCoopers LLP as independent actuaries certified to the Remuneration Committee
that there was a 55.8% vesting of this award as the Group’s EPS growth was 41.2% over the
performance period and the Group’s growth in economic profit was 48.2%. The TSR element
of the scheme did not vest as the performance criteria were not met.
The performance period for the 2023 awards ended on 31 December 2025. There was an 81.7%
vesting of this award as the Group’s EPS growth was 33.6% over the performance period and the
Group’s growth in economic profit was 53.2%. PricewaterhouseCoopers LLP as independent actuaries
certified to the Remuneration Committee that the TSR element of the scheme will vest at 43.3%.
2025
2024
Grant date
31 March
21 March
Share price at grant date
313p
333p
Shares granted under scheme
1,730,494
1,651,166
Vesting period
3 years
3 years
Expected volatility
23.0%
26.0%
Risk free rate
4.0%
4.0%
Probability of ceasing employment before vesting
5% p.a.
5% p.a.
Fair value of awards under TSR performance conditions
181p
170p
Fair value of awards under EPS and ROIC performance conditions
313p
333p
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com190
28. Share-based payments continued
2019 LTIP plan continued
Outstanding Granted Vested Outstanding
at start of year during year
during year
Lapsed
at end of year
2022
Award
1,117,077
—
(318,725)
(798,352)
—
2023
Award
1,390,045
—
—
(90,715)
1,299,330
2024
Award
1,616,290
—
—
(84,123)
1,532,167
2025
Award
—
1,730,494
—
(41,795)
1,688,699
4,123,412
1,730,494
(318,725)
(1,014,985)
4,520,196
The weighted average remaining life of awards outstanding is one year.
c) Global Employee Share plan (GESP) and the Share Incentive Plan (SIP)
These discretionary profit-linked share schemes are annual schemes based on the prior year profit
of participating Rotork companies. The value of the award to each employee is based on salary and
length of service and can be up to £3,600.
29. Financial instruments
Financial risk and treasury policies
The Group Treasury department maintains liquidity, identifies and manages foreign exchange risk,
manages relations with the Group’s bankers and provides a treasury service to the Group’s businesses.
Treasury dealings such as investments, borrowings and foreign exchange are conducted only to
support underlying business transactions.
The Group has clearly defined policies for the management of credit, foreign exchange and interest
rate risk. The Group Treasury department is not a profit centre and, therefore, does not undertake
speculative foreign exchange dealings for which there is no underlying exposure. Exposures resulting
from sales and purchases in foreign currency are matched where possible and the net exposure
may be hedged.
a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Group’s
receivables from customers and cash on deposit with financial institutions.
Management has a credit policy in place and exposure to credit risk is both monitored on an
ongoing basis and reduced through the use of credit insurance covering over 80% of trade
receivables at any time. Credit evaluations are carried out on all customers requiring credit above
a certain threshold, with varying approval levels set around this depending on the value of the sale.
At the balance sheet date there were no significant concentrations of credit risk.
Goods are sold subject to retention of title clauses, so that in the event of non–payment the Group
may have a secured claim.
The Group maintains an allowance for impairment in respect of non–insured receivables where
recoverability is considered doubtful.
The Group Treasury Committee meets regularly and reviews the credit risk associated with
institutions that hold a material cash balance. As well as credit ratings, counterparties and
instruments are assessed for credit default swap pricing and liquidity of funds.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure to credit risk at the reporting date was:
Carrying amount
2025
2024
Trade receivables
178.5
149.5
Cash and short-term deposits
110.0
150.0
288.5
299.5
The maximum exposure to credit risk for trade receivables at the reporting date by currency was:
Carrying amount
2025
2024
Sterling
15.7
18.7
US dollar
50.4
39.1
Euro
51.2
41.6
Other
61.2
50.1
178.5
149.5
Allowance for expected credit loss against trade receivables
The following table shows the expected credit loss (ECL) that has been recognised for trade receivables:
Gross Provision Gross Provision
2025 2025 2024 2024
Not past due
134.5
—
122.3
—
Past due 0–30 days
26.1
—
19.3
—
Past due 31–60 days
7.7
(0.1)
5.3
(0.1)
Past due 61–90 days
3.1
—
1.8
(0.1)
Past due more than 91 days
10.9
(3.7)
4.8
(3.8)
182.3
(3.8)
153.5
(4.0)
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025191
29. Financial instruments continued
Financial risk and treasury policies continued
b) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall
due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always
have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group is highly cash generative and uses monthly cash flow forecasts to monitor cash
requirements and to optimise its return on investments. Typically the Group ensures that it has
sufficient cash on hand to meet foreseeable operational expenses; it also maintains a £20.0m
uncommitted undrawn overdraft facility (2024: £5.0m) on which interest would be payable at base
rate plus 2.0% (2024: 2.0%), a €5.0m uncommitted undrawn overdraft facility (2024: €5.0m)
on which interest would be payable at base rate plus 1.1% (2024: 1.1%), a $5.2m, uncommitted
undrawn overdraft facility (2024: $5.2m) on which interest would be payable at the bank’s cost
of funds plus 1.1% (2024: 1.1%) and a CNY 40.0m (2024: CNY 40.0m) uncommitted undrawn
overdraft facility on which interest would be payable the bank’s cost of funds plus 1.1% (2024: 1.1%).
There are additional facilities of INR 750m (2024: INR 750m), payable at base rate plus 2% (2024: 2%)
and USD $10m (2024: $10m), payable at base rate plus 1.25% (2024: 1.25%) that are used to
manage local working capital requirements and treated as overdrafts. They remain undrawn.
The Group holds a £75.0m committed Revolving Credit Facility which matures in December 2027.
At 31 December 2025 this committed facility had £22.0m drawn, resulting in £53.0m being available.
The following are the contractual maturities of financial liabilities, including interest payments and
excluding the impact of netting agreements:
Analysis of contractual cash flow maturities
Carrying Contractual Less than More than
31 December 2025 amount cash flows
12 months
1–2 years
2–5 years
5 years
Lease liabilities
22.7
26.1
5.3
4.1
5.7
11.0
Trade and other payables
and accrued expenses
90.5
90.5
90.5
—
—
—
Contingent consideration
2.0
2.0
0.3
1.7
—
—
Foreign exchange contracts
0.5
0.5
0.5
—
—
—
Sterling floating-rate revolving
credit facility
22.0
22.0
—
22.0
—
—
137.7
141.1
96.6
27.8
5.7
11.0
Analysis of contractual cash flow maturities
Carrying Contractual Less than More than
31 December 2024 amount cash flows
12 months
1–2 years
2–5 years
5 years
Lease liabilities
24.7
28.8
5.2
4.6
6.8
12.1
Trade and other payables
and accrued expenses
77.3
77.3
77.3
—
—
—
Foreign exchange contracts
0.4
0.4
0.4
0.1
—
—
102.4
106.5
82.9
4.7
6.8
12.1
The Group manages credit risk on its foreign exchange contracts by operating within defined
counterparty limits and engaging only with counterparties that hold an investment-grade rating or
higher at the time the foreign exchange contract is agreed, based on the major credit rating agencies.
Counterparty exposures are monitored regularly, and limits are adjusted where appropriate
to reflect changes in perceived credit quality.
The Group’s maximum exposure to credit risk is equal to the carrying value of the foreign
exchange contracts.
c) Market risk
Market risk arises from changes in market prices, such as currency rates and interest rates, and
may affect the Group’s results. The objective of market risk management is to manage and control
market risk within suitable parameters.
i) Currency risk
The Group is exposed to foreign currency risk on sales and purchases that are denominated in a
currency other than the business unit’s functional currency. The currencies primarily giving rise to
this risk are the US dollar and related currencies and the euro. The Group hedges up to 75% of
forecast US dollar or euro foreign currency exposures using forward exchange contracts. In respect
of other non-sterling monetary assets and liabilities the exposures may also be hedged up to 75%
where this is deemed appropriate.
As part of the Group’s cash management some of the overseas subsidiaries have loan and deposit
balances where their intra-group counterparty is in the UK. The balances are typically in local
currency for the subsidiary so the UK holds a foreign currency current asset or liability which is
usually hedged through the use of foreign exchange swaps. At the balance sheet date only the
‘forward’ part of the swap remains and this is designated as a cash flow hedge to match the
currency exposure of the intercompany loan asset.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com192
29. Financial instruments continued
Financial risk and treasury policies continued
c) Market risk continued
i) Currency risk continued
The Group classifies its forward exchange contracts (that hedge both the forecast sale and
purchase transactions and the intercompany loan and deposit balances) as cash flow hedges
and states them at fair value. The net fair value of foreign exchange contracts used as hedges
at 31 December 2025 was a £0.5m asset (2024: £0.6m asset) comprising an asset of £1.0m
(2024: £1.0m) and a liability of £0.5m (2024: £0.4m). Forward exchange contracts in place at
31 December 2025 mature in 2026 and 2027.
Changes in the fair value of foreign exchange contracts that economically hedge monetary assets
and liabilities in foreign currencies, and for which no hedge accounting is applied, are recognised
in the income statement.
Sensitivity analysis
It is estimated that, with all other variables held equal (in particular other exchange rates), a general
change of one cent in the value of euro against sterling would have had an impact on the Group’s
operating profit for the year ended 31 December 2025 of £0.3m (2024: £0.3m) and a change of
one cent in the value of US dollar against sterling would have had an impact on the Group’s
operating profit for the year ended 31 December 2025 of £0.7m (2024: £0.7m). Larger changes
would have a linear impact on operating profit. The method of estimation, which has been applied
consistently, involves assessing the transaction impact of US dollar and euro cash flows and the
translation impact of US dollar and euro profits.
The following significant exchange rates applied during the year:
Average rate
Closing rate
2025
2024
2025
2024
US dollar
1.32
1.28
1.35
1.25
Euro
1.17
1.18
1.15
1.21
ii) Interest rate risk
The Group does not undertake any hedging activity in this area.
All cash deposits are made at prevailing interest rates and the majority is available with same day
notice, though deposits are sometimes made with a maturity of no more than three months. The
main element of interest rate risk concerns sterling, US dollar, euro and Renminbi deposits, all of
which are on a floating-rate basis.
The interest rate profile of the Group’s financial liabilities (excluding leases) at 31 December was
as follows:
The Group has a sterling floating rate revolving credit facility. The fixed rate financial liabilities
comprise preference shares.
The weighted average interest rates of the fixed and floating-rate financial liabilities are 9.5%
(2024: 9.5%) and 4.5% (2024: nil) respectively.
The maturity profile of the Group’s fixed rate financial liabilities (excluding leases) as at 31
December was greater than five years (2024: greater than five years). The maturity profile of the
floating rate financial liability is disclosed in section b.
d) Capital risk management
The primary objective of the Group’s capital management is to ensure it maintains sufficient capital
in order to support its business and maximise shareholder value. The Group has an asset-light
business model and uses cash generated from operations to either invest organically or by acquisition.
The Group manages its capital structure and makes adjustments to it in light of changes in economic
and market conditions. To maintain or adjust the capital structure, the Group may adjust the
dividend payment to shareholders or issue new shares.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025193
29. Financial instruments continued
Financial risk and treasury policies continued
d) Capital risk management continued
The Group defines capital as net cash/(debt) plus equity attributable to shareholders. There are no
externally imposed restrictions on the Group’s capital structure. The reconciliation of the Group’s
definition of capital employed is shown in note 2. The Group’s reconciliation of net debt to net
cash is shown below.
Notes
2025
2024
Total borrowings including lease liabilities
21
(44.7)
(24.7)
Total cash and short-term deposits
17
110.0
150.0
Group net cash
65.3
125.3
Reconciliation of changes in assets and liabilities arising
from financing activities
Increase in long term loans
(22.0)
—
Repayment of lease liabilities
4.8
4.2
Increase in lease liabilities
(2.8)
(16.9)
Changes in financial liabilities arising from financing
activities
(20.0)
(12.7)
Net (decrease)/increase in cash and cash equivalents
(40.0)
3.6
Net decrease in net cash
(60.0)
(9.1)
Net cash at start of year
125.3
134.4
Net cash at end of year
65.3
125.3
e) Fair values
The fair values of financial assets and liabilities, together with the carrying amounts shown in the
balance sheet, were as follows:
Carrying Carrying
amount Fair value amount Fair value
2025 2025 2024 2024
Loans and receivables
Trade receivables
178.5
178.5
149.5
149.5
Financial assets
Cash and short-term deposits
110.0
110.0
150.0
150.0
Designated cash flow hedges
Foreign exchange contracts:
– Financial assets
1.0
1.0
1.0
1.0
– Financial liabilities
(0.5)
(0.5)
(0.5)
(0.5)
Financial liabilities at amortised cost
Trade and other payables and accrued
expenses
(90.5)
(90.5)
(77.3)
(77.3)
Interest-bearing loans
(22.0)
(22.0)
—
—
Contingent consideration
(2.0)
(2.0)
—
—
Lease liabilities
(22.7)
(22.7)
(24.7)
(24.7)
151.8
151.8
198.0
198.0
Fair value hierarchy
The fair value of the Group’s outstanding derivative financial assets and liabilities consisted of
foreign exchange contracts and swaps and were estimated using year end spot rates adjusted
for the forward points to the appropriate value dates, and gains and losses are taken to other
comprehensive income, and estimated using market foreign exchange rates at the balance sheet
date. All derivative financial instruments are categorised as Level 2 in the fair value hierarchy.
The other financial instruments are classified as Level 3 in the fair value hierarchy and are valued
as follows.
Cash and cash equivalents, trade and other payables, and trade receivables are carried at their
book values as this approximates to their fair value due to the short-term nature of the instruments.
Bank loans and lease liabilities are carried at amortised cost as it is the intention that they will not
be repaid prior to maturity, where this option exists. The fair values are evaluated by the Group
based on parameters such as interest rates and relevant credit spreads.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com194
30. Leases
The Group leases many assets including land and buildings, vehicles, machinery and IT equipment.
Information about leases for which the Group is a lessee is presented below.
Right-of-use assets
The right-of-use assets are disclosed as non-current assets and are part of the property, plant and
equipment balance of £91.3m at 31 December 2025.
Land and Plant and
buildings
equipment
Total
Balance at 1 January
20.8
3.0
23.8
Depreciation charge for the year
(3.5)
(1.6)
(5.1)
Additions to right-of-use assets
1.4
1.4
2.8
Foreign exchange differences
(0.6)
0.6
—
Balance at 31 December
18.1
3.4
21.5
Lease liabilities
2025
2024
Maturity analysis – contractual undiscounted cash flows
Less than one year
5.3
5.2
One to five years
9.8
11.5
More than 5 years
11.0
12.1
Total undiscounted lease liability at 31 December
26.1
28.8
Interest cost associated with future periods
(3.4)
(4.1)
Lease liabilities included in Consolidated balance sheet at
31 December
22.7
24.7
Current
4.6
4.3
Non-current
18.1
20.4
Amounts recognised in the income statement
The Group has elected not to recognise a lease liability for short term leases (leases with an
expected term of 12 months or less) or for leases of low value assets. Payments made under such
leases are expensed on a straight-line basis. In addition, certain variable lease payments are not
permitted to be recognised as lease liabilities and are expensed as incurred.
2025
2024
Leases under IFRS 16
Interest on lease liabilities
0.9
0.8
Expenses relating to short-term leases and leases of low-value assets
1.5
2.2
Depreciation of right-of-use assets
5.2
4.9
Amounts recognised in statement of cash flows
2025
2024
Total cash outflow for leases
6.3
6.5
31. Capital commitments
Capital commitments at 31 December for which no provision has been made in these accounts were:
2025
2024
Contracted
1.9
1.0
32. Contingencies
2025
2024
Performance guarantees and indemnities
9.0
6.5
The performance guarantees and indemnities have been entered into in the normal course of business.
A liability would only arise in the event of the Group failing to fulfil its contractual obligations.
Subsidiary audit exemptions
Rotork plc has issued guarantees over the liabilities of the following companies at 31 December 2025
under Section 479C of Companies Act 2006 and these entities are exempt from the requirements of
the Act relating to the audit of individual accounts by virtue of Section 479A of the Act.
• Bifold Fluidpower Limited (01787729)
• Bifold Group Limited (06186844)
• Flowco Limited (02891839)
• Rotork Midland Limited (02819224)
• Rotork Americas Holdings Limited (12320359)
• Rotork Controls Limited (00608345)
• Rotork Overseas Limited (01010160)
• Rotork UK Limited (01090344)
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025195
33. Related parties
The Group has a related party relationship with its subsidiaries and with its directors and key
management. A list of subsidiaries is shown on pages 201 to 203 of these financial statements.
Transactions between two subsidiaries for the sale and purchase of products or the subsidiary and
parent Company for management charges are priced on an arm’s length basis.
Key management emoluments
The emoluments of those members of the Rotork Management Board, including directors, who are
responsible for planning, directing and controlling the activities of the Group were:
2025
2024
Emoluments including social security costs
8.7
8.2
Pension contributions
0.3
0.3
Share-based payments
2.0
1.4
11.0
9.9
The directors are members of defined contribution schemes; less than £0.1m (2024: less than
£0.1m) has been paid into defined contribution schemes on their behalf during the year.
The aggregate amount of gains made by directors on the exercise of share options was £nil
(2024: £0.1m).
The aggregate amount of remuneration for all directors can be found in the Directors’
Remuneration Report in the Single figure table on page 136.
34. Post balance sheet events
On 26 February 2026, the Group entered into an agreement to sell 100% of the share capital of
two non-core subsidiaries, Rotork Midland Limited and Rotork Instruments Italy Srl. The combined
sale, for an enterprise value of £24.4m, subject to customary debt-like items and working capital
adjustments, completed on 4 March 2026.
Notes to the Group financial statements continued
For the year ended 31 December 2025
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com196
2025 2024
Notes £m £m
Non-current assets
Investments c 43.2 43.2
Amounts owed by Group undertakings 417.3 355.5
Deferred tax assets d 1.1 0.8
Total non-current assets 461.6 399.5
Current assets
Amounts owed by Group undertakings 4.8 57.8
Other receivables e 0.1 0.3
Total current assets 4.9 58.1
Total assets 466.5 457.6
Current liabilities
Trade payables 1.2 0.3
Current tax 2.0 8.0
Amounts owed to Group undertakings 139.5 108.1
Other payables f 7.5 9.0
Total current liabilities 150.2 125.4
Non-current liabilities
Interest-bearing loans and borrowings 22.0 —
Preference share capital — —
Total non-current liabilities 22.0 —
Total liabilities 172.2 125.4
Net assets 294.3 332.2
Equity
Issued equity capital g 4.1 4.2
Share premium 23.4 21.9
Capital redemption reserve 1.9 1.8
Retained earnings 264.9 304.3
Total equity 294.3 332.2
The Company reported a total profit for the financial year of £82.0m (2024: £80.0m).
These Company financial statements, company number 00578327, were approved by the Board of
Directors on 9 March 2026 and were signed on its behalf by:
K Huynh and B Peacock
Directors
Rotork plc Company balance sheet
At 31 December 2025
Rotork plc Company statement of changes in equity
At 31 December 2025
Issued
equity
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 31 December 2023 4.3 21.0 1.7 341.1 368.1
Total comprehensive income for the year — — — 80.0 80.0
Equity settled share-based payment
transactions — — — 4.0 4.0
Share options exercised by employees — 0.9 — — 0.9
Own ordinary shares acquired — — — (10.3) (10.3)
Own ordinary shares awarded under share
schemes — — — 3.1 3.1
Share buyback programme (0.1) — 0.1 (50.3) (50.3)
Dividends — — — (63.3) (63.3)
Balance at 31 December 2024 4.2 21.9 1.8 304.3 332.2
Total comprehensive income for the year — — — 82.0 82.0
Equity settled share-based payment
transactions — — — 7.8 7.8
Share options exercised by employees — 1.5 — — 1.5
Own ordinary shares acquired — — — (2.2) (2.2)
Share buyback programme (0.1) — 0.1 (60.4) (60.4)
Dividends — — — (66.6) (66.6)
Balance at 31 December 2025 4.1 23.4 1.9 264.9 294.3
Rotork plc Company balance sheet and statement of changes in equity
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025197
a) Accounting policies
The following accounting policies have been applied consistently in dealing with items which are
considered material in relation to the financial statements. Notes a to i relate to the Company
rather than the Group. Except where indicated, values in these notes are in £m.
Basis of preparation
The financial statements have been prepared under the historical cost convention.
The Company has applied Financial Reporting Standard 101 ‘Reduced Disclosure Framework’
(FRS101) issued by the Financial Reporting Council (FRC) incorporating the Amendments to
FRS101 issued by the FRC in July 2015, and the amendments to Company law made by The
Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015. In these financial
statements, the Company has applied the exemptions available under FRS 101 in respect of the
following disclosures:
• a Cash Flow Statement and related notes;
• comparative period reconciliations for share capital and tangible fixed assets;
• disclosures in respect of transactions with wholly-owned subsidiaries;
• disclosures in respect of capital management;
• the effects of new but not yet effective IFRSs; and
• disclosures in respect of the compensation of Key Management Personnel.
Notes to the Company financial statements
The Company produces consolidated financial statements which have been prepared in accordance
with UK-adopted international accounting standards. As the consolidated financial statements of
the Company include the equivalent disclosures, the Company has also taken the exemptions
under FRS 101 available in respect of the following disclosures:
• IFRS 2 Share Based Payments in respect of Group settled share based payments;
• the disclosures required by IFRS 7 and IFRS 13 regarding financial instruments; and
• the disclosures required by IAS 12 Income Taxes in connection with Pillar Two.
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of
other companies within the Group, the Company measures these at fair value under IFRS 9. At the
balance sheet date these guarantees do not have a material value and the likelihood of guarantees
being called upon is remote.
As permitted by s408 of the Companies Act 2006, the Company has elected not to present its
own profit and loss account or statement of comprehensive income for the year. The profit
attributable to the Company is disclosed in the footnote to the Company’s balance sheet.
Audit fees
Amounts receivable by the Company’s auditor and its associates in respect of services to the
Company and its associates, other than the audit of the Company’s financial statements, have not
been disclosed as the information is required instead to be disclosed on a consolidated basis in the
consolidated financial statements.
Going concern
The directors are satisfied that the Company has sufficient resources to continue in operation for a
period of not less than 12 months from the date of this report. Accordingly, the directors continue
to adopt the going concern basis in preparing the financial statements. Assumptions relating to
going concern for the Company are aligned to the Group as described on page 166.
Investments in subsidiaries
Investments are measured at cost less any provision for impairment and comprise investments in
subsidiary companies.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated
impairment losses.
Plant and machinery are depreciated by equal annual instalments by reference to their estimated
useful lives and residual values at annual rates of between 10% and 33%. Depreciation methods,
useful lives and residual values are reviewed at each balance sheet date.
Amounts owed to and from Group undertakings
The amounts owed by Group undertakings relate to dividend balances, tax paid on behalf of subsidiary
undertakings and other receivable balances arising due to costs incurred by the Company on behalf
of subsidiaries. Balances expected to be repaid within one year are classified as current.
Amounts owed to Group undertakings relate to outstanding cash pooled balances.
Post-retirement benefits
The Company participates in a UK Group pension scheme providing benefits based on final
pensionable salary. The assets of the scheme are held separately from those of the Company.
Thesponsoring employer for the Group pension scheme is Rotork Controls Ltd. No contractual
agreement or policy is in place for charging to individual Group entities the net defined benefit
cost for the plan as a whole. As a result, in accordance with IAS 19, the amount charged to the
profit and loss account represents the contributions payable to the scheme in respect of the
accounting period.
Classification of preference shares
In line with the requirements of IFRS 9, Financial Instruments, the cumulative redeemable
preference shares issued by the Company are classified as long-term debt. The preference
dividends are charged within interest payable.
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com198
Notes to the Company financial statements
a) Accounting policies continued
Deferred taxation
Deferred tax is provided on temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. The following
temporary differences are not provided for: the initial recognition of goodwill, the initial recognition
of assets or liabilities that affect neither accounting nor taxable profit other than in a business
combination, and differences relating to investments in subsidiaries to the extent that they will
probably not reverse in the foreseeable future. The amount of deferred tax provided is based on
the expected manner of realisation or settlement of the carrying amount of assets and liabilities,
using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is
recognised only to the extent that it is probable that future taxable profits will be available against
which the temporary difference can be utilised.
Foreign currencies
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are translated using
the rate of exchange at the balance sheet date and the gains or losses on translation are included
in the profit and loss account.
Share-based payments
The Company has adopted IFRS 2 and its policy in respect of share-based payment transactions
isconsistent with the Group policy shown in note 1 to the Group financial statements. Costs in
relation to share-based awards made to other Group company employees are recharged to each
subsidiary company.
Dividends
Interim dividends are recorded in the financial statements when they are paid. Final dividends
arerecorded in the financial statements in the period in which they are approved by the
Company’s shareholders.
Critical judgements and key estimation uncertainties
Estimates and judgements are regularly evaluated and are based on historical experience and
otherfactors, including expectations of future events that are believed to be reasonable under
thecircumstances.
The Company makes estimates and assumptions concerning the future. The resulting estimates will,
by definition, seldom equal the actual results. The estimates and assumptions that have a risk of
causing a material adjustment to the carrying amount of assets and liabilities in the next financial
year are listed below. There are no critical accounting estimates or judgements requiring evaluation.
b) Personnel expenses in the Company profit and loss account
2025 2024
Wages and salaries (including bonus and incentive plans) 8.0 9.0
Social security costs 1.6 1.6
Pension costs 0.3 0.2
Share-based payment charge 2.0 2.1
11.9 12.9
During the year there were 44 (2024: 42) employees of Rotork plc including the two (2024: two)
executive directors.
Share-based payments
The share-based payment charge relates to employees of the Company participating in the
Long-Term Incentive Plan (LTIP). The disclosures required under IFRS 2 can be found in note 28 to
the Group Financial Statements. The table below sets out the movement of share options under
the LTIP for employees of the Company.
Outstanding
at start of year
Granted
during year
Vested
during year Lapsed
Outstanding
at end of year
2022 Award 618,437 — (248,137) (370,300) —
2023 Award 592,145 — — (16,445) 575,700
2024 Award 726,260 — — (30,265) 695,995
2025 Award — 812,901 — (21,345) 791,556
1,936,842 812,901 (248,137) (438,355) 2,063,251
The weighted average remaining life of awards outstanding at the year-end is two years.
c) Investments in the Company balance sheet
Shares in Group companies
2025 2024
At 31 December 43.2 43.2
The subsidiaries and joint ventures of the Company are listed on pages 201 to 203.
Notes to the Company financial statements continued
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025199
d) Deferred tax assets and liabilities in the Company balance sheet
Deferred tax assets and liabilities are attributable to the following:
Assets
2025
Liabilities
2025
Net
2025
Assets
2024
Liabilities
2024
Net
2024
Employee benefits 0.7 — 0.7 0.4 — 0.4
Other items 0.4 — 0.4 0.4 — 0.4
1.1 — 1.1 0.8 — 0.8
Movements in the net deferred tax balance during the year are as follows:
2025 2024
Balance at 1 January 0.8 0.3
Credited to the income statement 0.3 0.5
1.1 0.8
There is an unrecognised deferred tax liability for temporary differences associated with
investments in subsidiaries. Rotork plc controls the dividend policies of its subsidiaries and
consequently the timing of the reversal of the temporary differences. The value of temporary
differences associated with unremitted earnings of subsidiaries for which deferred tax has not been
recognised is £406.6m (2024: £357.2m).
A deferred tax asset has not been recognised in relation to capital losses of £7.6m (2024: £7.6m),
due to uncertainty over the offset against future capital profits in the companies concerned. There
is no expiry date in relation to this asset.
e) Other receivables in the Company balance sheet
2025 2024
Prepayments 0.1 0.3
0.1 0.3
f) Other payables in the Company balance sheet
2025 2024
Other taxes and social security 0.3 0.8
Other payables 4.2 4.2
Accruals 3.0 4.0
7.5 9.0
Details of the interest and repayment terms of the bank loans can be found in note 21 of the
Group consolidated financial statements.
The Company has a £20.0m unused uncommitted gross overdraft facility (2024: £17.0m) and is
part of a UK banking arrangement, see note g.
g) Contingencies in the Company
The UK banking arrangements are subject to cross-guarantees between the Company and its UK
subsidiaries. These accounts are subject to a right of set-off. The performance guarantees and
indemnities have been entered into in the normal course of business. A liability would only arise in
the event of the Group failing to fulfil its contractual obligations.
h) Capital and reserves in the Company balance sheet
Details of the number of ordinary shares in issue and dividends paid in the year are given in note 19
to the Group financial statements.
i) Related parties
The Company has taken advantage of the exemption not to disclose transactions with related
parties that are wholly owned by a subsidiary of the Company. The following table provides the
total amount of transactions that have been entered into with non-wholly owned related parties
for the relevant financial year and outstanding balances at the year end.
Related party 2025 2024
Rotork Saudi Arabia LLC Group charges 0.8 0.6
Amounts due by 1.5 0.7
Notes to the Company financial statements continued
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com200
Notes to the Company financial statements continued
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025201
Subsidiary undertakings
The subsidiary undertakings of the Company as at 31 December 2025 are noted below. Unless otherwise indicated, the Company’s shareholdings are held indirectly.
Subsidiary Incorporated in Registered address
100% owned by Rotork plc
G.H. Chaplin & Co (Engineers) Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Rotork Analysis Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Rotork Cleaners Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Rotork Control and Safety Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Rotork Instruments Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Rotork Nominees Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Widcombe (Developments) Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Rotork Controls Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Rotork Overseas Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
100% owned by Rotork Controls Limited
Rotork Actuation (Shanghai) Co., Ltd China Room 321-325, Floor 3, Building 12, No. 319, Cao Lian Road, Min Hang District, Shanghai, China
Rotork Trading (Shanghai) Co., Ltd China Room 1177, No. 400, Middle Zhejiang Road, Huangpu District, Shanghai, PRC
Rotork Flow Technology (Suzhou) Co., Ltd China Building A, No. 88, Yinhe Road, Eastsouth Street, Changshu, Jiangsu Providence, PRC
Rotork Controls (India) Private Limited India 28B, Ambattur Industrial Estate (North Phase), Chennai, Tamil Nadu, 600098, India
Rotork UK Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Valvekits Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Rotork Americas Holdings Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
75% owned by Rotork Controls Limited
Rotork Saudi Arabia LLC Saudi Arabia Building #7413, PO Box: 2482, Dhahran – 34521, Kingdom of Saudi Arabia
100% owned by Rotork Overseas Limited
Rotork Australia Pty. Ltd. Australia South Tower, Level 16, 80 Collins Street, Melbourne VIC, 3000, Australia
Rotork Controls Comercio De Atuadores LTDA Brazil Rua Quaresmeira da Serra 144 Loteamento Industrial Veccon Zeta, Sumaré, São Paulo, 13.178-542, Brazil
Rotork Controls (Canada) Ltd. Canada 2-6725 Millcreek Drive, Mississauga, Ontario, Canada L5N 5V3
Rotork Andina SpA Chile Av. Pdte. Eduardo Frei Montalva 9770, B23, Quilicura, Santiago, Chile
Bifold Group Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Rotork Midland Limited
1
England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Rotork Motorisation SAS France 8, rue du Commandant d’Estienne d’Orves, 92390 Villeneuve-La-Garenne, France
Rotork Controls (Deutschland) GmbH Germany Siemensstr. 33, 40721 Hilden, Germany
Rotork Germany Holdings GmbH Germany Mühlsteig 45, 90579 Langenzenn, Germany
Rotork Limited Hong Kong Room 1918, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong
Notes to the Company financial statements continued
Strategic report Corporate governance Financial statements
Rotork Annual Report 2025 rotork.com202
Subsidiary Incorporated in Registered address
Rotork Controls Italia Srl Italy Via Portico 17, 24050, Orio al Serio, Bergamo, Italy
Rotork Japan Co Limited Japan 2-2-24 Sengoku, Koto-ku, Tokyo, 135-0015, Japan
Rotork Middle East FZE United Arab Emirates PUB-AC06, near R/A 08, PO Box 262903, Jebel Ali Free Zone, Dubai, United Arab Emirates
Rotork (Malaysia) Sdn Bhd Malaysia 1-17-1, Menara Bangkok Bank, Berjaya Central Park, No 105, 50450 Jalan Ampang, Kuala Lumpur, Malaysia
Rotork Actuation Sdn Bhd Malaysia 1-17-1, Menara Bangkok Bank, Berjaya Central Park, No 105, 50450 Jalan Ampang, Kuala Lumpur, Malaysia
Rotork Gears Holding BV Netherlands Nijverheidstraat 25, 7581 PV Losser, Netherlands
Robusta Miry Brook BV Netherlands Herikerbergweg 88, 1101CM, Amsterdam, Netherlands
Rotork Norge AS Norway Ormahaugvegen 3, 5347 Ågotnes, Norway
Rotork Polskaspółka z ograniczoną odpowiedzialnością Poland Ul. Plutonowego Ryszarda Szkubacza 8, 41-800 Zabrze, Poland
Rotork Rus Limited Liability Company
2
Russia 127254 Moscow, Rustaveli street, 14, bld. 6, space ¼, Russian Federation
Rotork Controls (Singapore) Pte Limited Singapore 426 Tagore Industrial Avenue, Sindo Industrial Estate, Singapore 787808
Rotork Africa (Pty) Ltd South Africa 136 Kuschke Street, Meadowdale, Germiston, Gauteng 1601, South Africa
Rotork Controls Korea Co., Ltd South Korea Room 509, 42 Jangmi-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, 13496, Republic of Korea,
Rotork YTC Limited South Korea 81 Hwanggeum-ro, 89 Beon-gil, Yangchon-eup, Gimpo-si, Gyeonggi-do, 10048,
Republic of Korea
Rotork Controls Iberia S.L. Spain Larrondo Beheko Etorbidea, Edificio 2, 48180 Loiu Bizkaia, Spain
Rotork Sweden AB Sweden Box 80, 791 22 Falun, Sweden
Rotork AG Switzerland Fuchsacker 678, 9426 Lutzenberg, Switzerland
Rotork Inc USA 675 Mile Crossing Blvd., Rochester, NY 14624, USA
Rotork Controls de Venezuela SA Venezuela Av. San Felipe Edif, Bancaracas piso PH Ofic., La Castellana Caracas (Chacao) Miranda Zona Postal 1060, Venezuela
Rotork Turkey Akıs¸ Kontrol Sistemleri Ticaret Limited Sirketi Turkey Aydınli Mh. Melodi Sk., Bilmo Küçük Sanayi Sitesi, No:35/1-2, Tuzla, Istanbul, 34953, Turkey
100% owned by Rotork YTC Limited
NOAH Actuation Co.,Ltd South Korea 11, Jeongseojin 9-ro, Seo-gu, Incheon, 22850, South Korea
100% owned by Rotork Controls Iberia S.L.
SL Actuation Iberia SL Spain Calle Ercilla, 21. 48009, Bilbao, Spain
100% owned by Valvekits Limited
Circa Engineering Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
100% owned by Rotork Trading (Shanghai) Co Limited
Centork Trading (Shanghai) Co. Ltd China Room C-02, 1/F, West Area No. 2 Building, No. 29 Jiatai Road, Free Trade Zone, Shanghai, China
100% owned by Rotork UK Limited
Prokits Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Flowco Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
100% owned by Rotork Controls Italia Srl
Rotork Instruments Italy Srl
1
Italy Via Portico 17, 24050, Orio al Serio, Bergamo, Italy
Subsidiary undertakings continued
Notes to the Company financial statements continued
Strategic report Corporate governance Financial statements
rotork.com Rotork Annual Report 2025203
Subsidiary Incorporated in Registered address
Rotork Fluid Systems Srl Italy Via Padre Jacques Hamel 138/B, 55016 Porcari, Lucca, Italy
100% owned by Rotork Gears Holding BV
Rotork Gears BV Netherlands Nijverheidstraat 25, 7581, PV Losser, Netherlands
Rotork BV Netherlands Mandenmakerstraat 45, 3194, DA Hoogvliet Rotterdam, Netherlands
100% owned by Rotork Inc
Rotork (Thailand) Limited Thailand 35/8 Soi Ladprao 124 (Sawasdikarn), Ladprao Road, Plubpla Sub-district, Bangkok Metropolis, Wangtonglang District,
Thailand
Rotork Controls Inc USA 675 Mile Crossing Blvd., Rochester, NY 14624, USA
Remote Control Inc USA 77 Circuit Drive. North Kingstown, RI 02852, USA
Ranger Acquisition Corporation USA The Corporation Trust Company, Corporation Trust Center, 1209 Orange St., Wilmington, DE 19801, USA
100% owned by Rotork Controls Inc
Rotork Pittsburgh LLC USA 3000 Commerce Loop Street, 3103 North Huntingdon, PA, 15642-8112, USA
100% owned by Ranger Acquisition Corporation
Fairchild Industrial Products Company USA 3920 West Point Blvd, Winston-Salem, NC 27103, USA
100% owned by Fairchild Industrial Products Company
Fairchild India Private Limited
2
India Plot no. 4B, District Centre, Mayur Vihar Extension Phase no. 1, East Delhi, New Delhi, 110091, India
100% owned by Bifold Group Limited
Bifold Fluidpower (Holdings) Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
100% owned by Bifold Fluidpower (Holdings) Limited
Bifold Fluidpower Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
MTS Precision Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Marshalsea Hydraulics Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
Bifold Company (Manufacturing) Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
100% owned by Bifold Fluidpower Limited
Fluidpower (Stainless Steel) Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
100% owned by Rotork Germany Holdings GmbH
Max Process GmbH Germany Rastenweg 10, 53489 Sinzig, Germany
Schischek GmbH Germany Mühlsteig 45, 90579 Langenzenn, Germany
Rotork GmbH Germany Mühlsteig 45, 90579 Langenzenn, Germany
100% owned by Rotork AG
Schischek Limited England and Wales Rotork House, Brassmill Lane, Bath BA1 3JQ, United Kingdom
100% owned by Robusta Miry Brook BV
Rotork Servo Controles de Mexico S.A. deC.V Mexico Centeotl 223, Colonia Industrial San Antonio, Delegación Azcapotzalco, Federal District, 02760, Mexico
1 With effect from 4 March 2026, this entity was divested and ceased to be a subsidiary undertaking.
2 Dormant – pending liquidation.
Subsidiary undertakings continued
2025 2024 2023 2022 2021 2020 2019 2018 2017 2016
£m £m £m £m £m £m £m £m £m £m
Revenue 777.3 754.4 719.2 641.8 569.2 604.5 669.3 695.7 642.2 590.1
Cost of sales (388.5) (382.5) (380.1) (350.1) (306.4) (320.2) (357.7) (384.3) (358.1) (328.4)
Gross profit 388.8 371.9 339.1 291.7 262.8 284.3 311.6 311.5 284.1 261.7
Overheads (231.7) (236.0) (190.3) (168.1) (157.1) (171.2) (189.7) (188.5) (198.2) (167.9)
Operating profit 157.1 135.9 148.8 123.6 105.7 113.1 121.9 122.9 86.0 93.8
Adjusted operating profit
1
191.5 178.4 164.5 143.2 128.1 142.5 151.0 146.0 130.2 120.6
Amortisation of acquired intangible assets (3.0) (2.6) (2.1) (7.1) (9.0) (14.1) (18.8) (20.3) (27.2) (26.8)
Defined benefit scheme settlement loss — (18.0) — — — — — — — —
Other adjustments (31.4) (21.9) (13.6) (12.6) (13.4) (15.3) (10.2) (2.8) (17.0) —
Operating profit 157.1 135.9 148.8 123.6 105.7 113.1 121.9 122.9 86.0 93.8
Net interest 0.8 4.6 1.9 0.5 0.2 (0.5) (3.0) (2.2) (5.4) (2.7)
Profit before taxation 157.9 140.5 150.6 124.1 105.9 112.6 119.0 120.7 80.6 91.1
Tax expense (41.0) (35.7) (37.2) (30.9) (25.7) (26.8) (29.1) (29.0) (25.0) (23.9)
Profit for the year 116.9 104.8 113.5 93.2 80.2 85.8 89.9 91.7 55.6 67.2
Dividends 66.6 63.3 58.8 55.4 75.5 33.9 52.3 48.3 45.2 43.9
Basic EPS 13.8p 12.1p 13.2p 10.9p 9.2p 9.8p 10.3p 10.5p 6.4p 7.7p
Adjusted Basic EPS
1
17.0p 15.9p 14.6p 12.7p 11.3p 12.5p 13.0p 12.6p 10.6p 10.0p
Diluted EPS 13.7p 12.1p 13.2p 10.8p 9.2p 9.8p 10.3p 10.5p 6.4p 7.7p
1 Adjusted operating profit is the Group’s operating profit excluding the amortisation of acquired intangible assets and other adjusting items as defined in note 1.
The ten year trading history presented above is unaudited.
The figures presented in the table have been rounded to £0.1m to align with the current and prior year figures reported in the consolidated financial statements. Due to rounding, totals may not equal
the sum of components for figures pre-2024.
Ten year trading history
Additional information
Rotork Annual Report 2025 rotork.com204
The tables below show the split of shareholder and size of shareholding in Rotork plc.
Ordinary shareholder by type
Number of
holdings %
Number of
shares %
Individuals 2,694 82.24 17,185,489 2.07
Bank or nominees 532 16.24 778,888,774 93.98
Other company 24 0.73 3,120,623 0.38
Other corporate body 26 0.79 29,599,920 3.57
3,276 100 828,794,806 100
Range
Number of
holdings %
Number of
shares %
1-1,000 1,187 36.23 477,226 0.06
1,001-2,000 402 12.27 593,924 0.07
2,001-5,000 511 15.60 1,674,582 0.20
5,001-10,000 329 10.04 2,401,576 0.29
10,001-50,000 446 13.62 9,749,204 1.18
50,001-100,000 83 2.53 5,916,489 0.71
100,001+ 318 9.71 807,981,805 97.49
3,276 100 828,794,806 100
Source: Equiniti.
Dividend information
In respect of each of the last five years, the table below details the amounts of interim and final
dividends declared or, in the case of the 2025 final dividend, proposed and subject to shareholder
approval at the 2026 AGM.
Interim dividend
(p)
Final dividend
(p)
Total dividends
(p)
2025 2.95 5.35
1
8.30
2024 2.75 5.00 7.75
2023 2.55 4.65 7.20
2022 2.40 4.30 6.70
2021 2.35 4.05 6.40
Shareholder and dividend information presented above is unaudited.
1 Subject to shareholder approval at the 2026 AGM.
Financial calendar
10 March 2026 Preliminary announcement of annual results for 2025
23 April 2026 Ex-dividend date for proposed final 2025 dividend
24 April 2026 Record date for proposed final 2025 dividend
1 May 2026 Announcement of trading update
1 May 2026 Annual General Meeting to be held at the offices of FTI Consulting, 200
Aldersgate, Aldersgate Street, London, EC1A 4HD
2 June 2026 Payment date for final 2025 dividend
1
4 August 2026 Announcement of interim financial results for 2026
18 November 2026 Announcement of trading update
1 Subject to shareholder approval at the 2026 AGM.
Additional information
rotork.com Rotork Annual Report 2025205
Share register information
Group General Counsel
&CompanySecretary
Stuart Pain
Registered Office
Rotork plc
Rotork House
Brassmill Lane
Bath BA1 3JQ
Company Number
00578327
Registrars
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Stockbrokers
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP
Jefferies International Limited (from 29
January 2026)
100 Bishopsgate
London EC2N 4JL
Morgan Stanley (to 27 October 2025)
20 Bank Street
Canary Wharf
London E14 4AD
Financial Advisers
Rothschild & Co
New Court
St Swithin’s Lane
London EC4N 8AL
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP
Jefferies International Limited
(from 29 January 2026)
100 Bishopsgate
London EC2N 4JL
Morgan Stanley (to 27 October 2025)
20 Bank Street
Canary Wharf
London E14 4AD
Auditor
KPMG LLP
66 Queen Square
Bristol BS1 4BE
Financial Public Relations
FTI Consulting
200 Aldersgate
Aldersgate Street
London EC1A 4HD
Additional information
Rotork Annual Report 2025 rotork.com206
Corporate directory
Additional information
rotork.com Rotork Annual Report 2025207
Notes
Additional information
Rotork Annual Report 2025 rotork.com208
Notes
Rotork plc’s commitment to environmental issues is reflected in this
Annual Report, which has been printed on Symbol Freelife Satin,
anFSC
®
certified material.
This document was printed by Park Communications using its
environmental print technology, which minimises the impact of printing
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Vegetable-based inks have been used and 99% of dry waste is diverted
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Annual Report 2025
Annual Report 2025