/ STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 09 # Chairman's statement FY2026 has been a defining year for Volex. The five-year plan was delivered a year ahead of schedule, the Group has set out a new medium term plan to take revenue to $2 billion and the Board has resolved to move the Company from AIM to the Main Market." Dave Webster Chairman This is my first report as Chairman of Volex, having joined the Board on 12 November 2025. The six months since my appointment have coincided with one of the most significant periods in the Group's recent history. The five-year plan set out in 2022 has been delivered a year ahead of schedule. The Board has approved a new medium term plan that sets a clear path to $2 billion of revenue and a 12% underlying operating margin. The Company has also begun the formal process to move its listing from AIM to the Main Market of the London Stock Exchange. Any one of these would mark an important year. Taken together, they make FY2026 a turning point. I am grateful to the Board for the opportunity to lead the Group through this next phase, and to Lord Rothschild, our Chief Executive Officer, and the management team for the welcome they have extended. Since November, I have visited a number of the Group's manufacturing sites, including the operations at San Luis Potosí and Tijuana in Mexico, where I have had the chance to meet the local management teams and a wide range of colleagues on the shop floor. I have also met a number of our customers alongside members of the executive team. The picture that emerges is consistent. Volex is a high-quality industrial business with deep customer relationships, a disciplined operating model and a clear sense of where it is going. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 10 ## Chairman's statement ### Non-Executive Chairman Appointment In November 2025, the Board appointed Dave Webster as Non-Executive Chairman of Volex, marking a significant evolution in the Group's governance structure. Until that point, Lord Rothschild had held the combined role of Executive Chairman since the Group's earlier stage of growth, a structure the Board had long considered appropriate given the focus required during that period. As the Group has scaled and the move to the Main Market of the London Stock Exchange has come into view, the Board concluded that separating the Chairman and Chief Executive roles better reflects both the governance expectations of the Main Market and the needs of Volex at this stage of its development. Lord Rothschild transitioned to the role of Chief Executive Officer, retaining the strategic clarity and deep customer relationships he has built over many years in that capacity. Dave Webster brings significant experience leading and growing advanced manufacturing businesses, most recently as Chief Executive Officer of CPM, and prior to that transforming Electrical Components International into a global business with over $1 billion in revenue. His background is directly relevant to where Volex is headed, and his appointment provides the independent leadership the Group will need as a Main Market company. ### Performance and the five-year plan The Group achieved organic revenue growth of 14.2%, with total revenue of $1,242.6 million, at an underlying operating margin of 10.2%, above the 9–10% range that has framed the Group's margin guidance through the five-year plan. Delivering growth of this order while operating above the margin range reflects the strength of the operating model, consistent execution and deep customer relationships. Performance was led by Complex Industrial Technology, where Data Centre revenues approximately doubled year-on-year as customers ramped up programmes for higher bandwidth fibre and copper interconnect. Growth in EV & Electrification and Off-Highway and modest declines in Consumer Electricals and Medical contributed to a balanced result across our five end-markets. The Chief Executive Officer's statement on pages 26 to 28 sets out the operating story in more detail. Four years ago, Volex committed to doubling the business to $1.2 billion of revenue by March 2027. This has been achieved a year early, and at a higher margin than expected when the plan was set. That is a credit to Lord Rothschild, to John Molloy as Chief Operating Officer, to Jon Boaden as Chief Financial Officer and to the wider team. It is also a useful benchmark for the medium term plan that we now place before shareholders. ### A new medium term plan On 22 April 2026, the Group held its first Capital Markets Day. The Board approved the medium term plan that was presented that day. It sets out three financial commitments: revenue of $2 billion, an underlying operating margin of 12% and return on capital employed of around 20%. The plan is built bottom-up, programme by programme, in the same way as the five-year plan that preceded it. Approximately $500 million of organic revenue growth is expected over the period, supplemented by targeted acquisitions. The Board is conscious that medium term plans are easy to write and harder to deliver. Our track record gives us confidence, but we are clear that the work is ahead of us, not behind us. Volex operates a model of managed autonomy: a common platform of operational excellence, with short chains of command and quick decisions at site level. It is consistent by design and fast by nature, and it scales. The Capital Markets Day gave investors the opportunity to meet the regional leaders, see the products and form their own view. It was a pleasure to meet so many shareholders at the event, and the feedback we received was encouraging. The Board is grateful to all those who attended. The plan also reflects the strength of our customer relationships. Volex is positioned at the heart of our customers' systems in five end-markets that are characterised by increasing complexity, regulation and embedded engineering content. That position is the foundation for everything that follows. ### Move to the Main Market The Board has concluded that the time is right for Volex to move from AIM to the Main Market of the London Stock Exchange. The Group has the scale and the governance that the Main Market requires. Admission is expected to broaden the investor base and improve access to index inclusion. The work to prepare for admission is well advanced and proceeding according to plan. In support of the transition, the Company launched a share buyback programme in April 2026. The buyback is designed to provide an orderly route for shareholders who are unable to continue to hold the stock under their existing mandates as the listing changes, and to support liquidity through the transition. The programme is being conducted within the framework approved by shareholders at the Annual General Meeting. The move to the Main Market will bring with it a different governance environment, including the requirement to apply the UK Corporate Governance Code 2024 in full. The Board has reviewed its composition, the operation of its Committees and its policies against the Code and is satisfied that the Company is well prepared. The Audit Committee, Remuneration Committee and Nominations Committee have each undertaken a structured review of their terms of reference, and any required changes will have taken effect by, or will take effect on, admission. We will report against the Code in next year's Annual Report. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 11 ## Chairman's statement continued ### Board and governance My appointment in November 2025 marked a transition from the previous Executive Chairman model, under which Nat combined the Chairman and Chief Executive roles, to a separate Non-Executive Chairman and Chief Executive Officer. This reflects the Group's scale and the governance expectations of the Main Market. Nat continues as Chief Executive Officer, and the Board has the benefit of his strategic clarity and customer relationships in that role. Nat and I have built a strong working relationship through the transition, and the Board operates in a collegiate and effective way. The Board's annual evaluation, the outcome of which is set out on pages 100 and 101, confirmed that the Board has the right balance of skills and experience for the next phase. We will continue to review composition as the Company moves to the Main Market, and any further changes will be communicated in the usual way. In April, alongside the Capital Markets Day, I joined the wider senior leadership team for a strategy day at which we covered the topics that matter most to the Group's long term performance. Employee engagement and the health and safety of our people were given as much time as customer dynamics and consistent strategic execution. That balance is the right one. The Board takes the same view, and these themes will continue to shape its agenda over the year ahead. ### People, culture and responsibility Volex employs approximately 12,500 people across 25 countries. The Group's success rests on the engagement and capability of those people, and on a culture that is customer-focused, accountable and entrepreneurial. I have been struck by the consistency of that culture across geographies and businesses. The Site Excellence Awards and the kaizen programme that are described elsewhere in this report are practical examples of how that culture is reinforced day to day. On behalf of the Board, I would like to thank every employee for the contribution they have made in FY2026. On sustainability, the Group has made further progress towards our goals. Our decarbonisation targets have been approved by the SBTi and we have reduced our scope 1 and scope 2 emissions by 15% year-on-year. The proportion of electricity sourced from renewable or low-carbon sources has increased to 55% and our recycling rate has reached 86%. The Safety, Environmental and Sustainability Committee has overseen this work, and a fuller account is set out on pages 105 to 106. Our customers care increasingly about sustainability, and our record here is a commercial advantage as well as a responsibility. ### Capital allocation and dividend The Board has reviewed the Group's capital allocation framework in light of the medium term plan. The framework remains unchanged in principle: reinvestment in the business first, where most capex programmes are approved based on pay back within two years; selective, capability-led acquisitions; a progressive dividend; and share buybacks where circumstances warrant. The Group expects to operate within a covenant leverage range of one to two times net debt to EBITDA over the cycle. Reflecting the strength of the FY2026 result and the Board's confidence in the medium term plan, the Board is recommending a final dividend of 3.2 pence per share. Together with the interim dividend of 1.6 pence, this gives a total dividend for the year of 4.8 pence, an increase of 6.7% on FY2025. The final dividend, subject to shareholder approval, will be paid on 18 September 2026 to shareholders on the register at 14 August 2026. ### Summary FY2026 was a year of delivery. The Group completed its five-year plan a year early and at a higher margin than originally targeted, presented a new medium term plan and is well advanced in preparing for the move to the Main Market. Each of these rests on the strength of the operating model and the people behind it. The Group's exposure to multiple end-markets, its global manufacturing footprint and the local-for-local nature of much of its production give it the flexibility to respond. The Board continues to monitor tariff and trade policy developments closely, and the management team has demonstrated that the operating model can adapt quickly. Volex is built for complexity. The customers we serve are tackling the hardest engineering problems in their sectors, and our role at the heart of their systems is becoming more, not less, important. The Board is confident that the Company is well placed to deliver the medium term plan and to create long term value for shareholders. **Dave Webster** Non-Executive Chairman 24 June 2026 **The picture that emerges is consistent: Volex is a high-quality industrial business with deep customer relationships, a disciplined operating model and a clear sense of where it is going.** --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 12 # Built for complexity We provide solutions for a more complex, connected world. # 01 We partner with category leaders... # 02 ...in increasingly complex industries... # 03 ...where integrators like Volex are critical. # 04 Building embedded, value-creating partnerships. # 05 Scaling Group-wide capability through innovation with category leaders. Category leaders shape their markets and scale structural growth trends, including electrification, AI and data infrastructure, MedTech and industrial automation. These customers operate at the forefront of innovation, continuously developing new products and expanding beyond their traditional markets. As their requirements become more complex, reliance on trusted partners increases. Through these partnerships, Volex is positioned at the centre of long term growth, with opportunities that expand as customers evolve and scale. Complexity is accelerating. Systems are harder to design, build and deliver. Products are more integrated, customised and data-driven, while innovation cycles are shortening and supply chains are becoming more complex. By absorbing this complexity and supporting next-generation products, Volex strengthens its role within customer platforms and deepens long term relationships. Customers are building increasingly intelligent and electrified systems. Volex integrates the power and connectivity that make these systems possible. Embedded in customer design cycles, the Group delivers high-specification assemblies that support complex requirements. This creates multi-year visibility, recurring demand and exposure across key markets. As complexity increases, value shifts towards the integrator. Volex's ability to deliver system-level solutions at scale makes it a critical partner. Volex builds these partnerships through developing tailored solutions, investing ahead of growth and scaling alongside customers. This creates a repeatable cycle: complexity builds trust, trust drives larger programmes, and scale deepens the relationship and delivers compounding returns. As our customers evolve, the cycle continues. Customer-led innovation drives capability development across the Group. Solutions developed for specific programmes are scaled and reused, strengthening the overall platform. This enables Volex to support increasingly complex applications and grow across multiple customers and markets. In this way, innovation with category leaders extends beyond individual programmes, strengthening Volex's overall capability and supporting growth across multiple customers and end-markets. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 13 # Built for complexity continued # Capabilities to engineer and deliver complex end-to-end solutions ![img-0.jpeg](img-0.jpeg) # Product design Volex is a trusted design partner, working collaboratively with customers to develop products that meet, and frequently exceed, their expectations. We translate complex specifications into robust, high-performance solutions, proactively recommending enhancements that strengthen cost-efficiency, connectivity and durability. Early-stage design involvement allows us to resolve complex engineering challenges before they arise, delivering lasting value through deep market knowledge, adherence to global quality standards and proven Original Equipment Manufacturer ('OEM') expertise. ![img-1.jpeg](img-1.jpeg) # New product introduction We engage with customers at the earliest stages of the product development cycle to fully understand their requirements and deliver fit-for-purpose solutions. Our iterative design approach, underpinned by continuous feedback loops, reduces unnecessary redesigns, lowers development costs and accelerates time-to-market. This responsiveness enables our customers to adapt quickly to evolving market demands and maintain their competitive edge. ![img-2.jpeg](img-2.jpeg) # Intellectual property As a global leader and partner to industry-leading brands, Volex has built a portfolio of technically advanced, patented products. Our expanding IP base reflects our capacity to address complex customer challenges through engineering innovation and manufacturing excellence. These proprietary solutions demonstrate our commitment to long term value creation and sustainable competitive differentiation. ![img-3.jpeg](img-3.jpeg) # Vertically integrated solutions Volex's vertically integrated model gives us control over quality, efficiency and cost at every stage of the manufacturing process. Specialist cable extrusion, component manufacturing and full stack manufacturing also allow us to simplify supply chains and reduce lead times. This integrated approach delivers consistent, high-quality outcomes for our customers while strengthening our competitiveness across global markets. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 14 # Positioned for growth ## The opportunity: Mobility and electrification ![img-4.jpeg](img-4.jpeg) ### EV & Electrification #### Significant opportunity for growth as sector expands - Opportunity extends beyond passenger cars into commercial vehicles, energy storage, robotics and advanced charging infrastructure - Early-mover advantage with category leaders, credentials earned here open doors across the entire sector - Continuing to invest in vertical integration, nearshoring and geographic de-risking - Forward visibility of emerging technology and trends through advanced customer programmes ![img-5.jpeg](img-5.jpeg) ### Off-Highway #### Replicating success in Europe across other markets - Too complex for large-scale automotive harness players; too demanding for smaller competitors - A genuinely difficult position to replicate - Precision farming, GPS, camera systems and advanced operator interfaces drive increasing harness content per vehicle - Significant white space in North America with established European customer relationships providing a platform to grow - Transferable systems mean growth without proportional cost increases ![img-6.jpeg](img-6.jpeg) ### Complex Industrial Technology #### Industrial electrification and advanced technology - Structural tailwinds from reshoring, labour economics and electrification of industrial systems - As industrial systems electrify and decarbonise, demand for complex application-specific assemblies grows - Ability to transfer learning and capabilities from other Volex sectors into industrial applications - Clean technology broadens the addressable market at the intersection of electrification and industrial complexity ![img-7.jpeg](img-7.jpeg) #### Supporting the deployment of AI and Cloud technology - Behind every AI model and cloud platform: precision-engineered high-speed cables from 200Gbps to 1.6Tbps - Competing and winning head-to-head with largest competitors in the market on capability and reliability - Innovation in product and process protects margins: 100% testing, zero-defect manufacturing at scale - Power distribution adjacency extends relevance within the same customer environment --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 15 # Positioned for growth continued # The opportunity: Embedded relationships, essential products ![img-8.jpeg](img-8.jpeg) # Consumer Electricals # Long-standing partnerships support harness growth - Deep relationships with major OEMs globally. Existing safety approvals and manufacturing infrastructure create a strong platform - Wire harnesses represent significantly more value than power cords. Focus on higher-complexity content to increase share of wallet - Appliances are getting smarter: more sensors, more connectivity, more complexity means more Volex content per unit - Customers want low-friction solutions from a partner they trust to deliver consistently across every market ![img-9.jpeg](img-9.jpeg) # Medical # Positioned to benefit from medical demand recovery - Consolidation favours Volex: large medical OEMs are reducing supplier numbers, concentrating volume with globally certified partners - Regulatory expertise, global footprint, proven quality systems and the ability to manage thousands of part numbers across geographies - Ageing populations and more sophisticated diagnostics create structural demand. Switching costs are high, incentive to change is low - 20+ year partnerships demonstrate what a critical partner looks like. These are the reference points that win new medical business --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 16 # Group at a glance Delivering essential connectivity across a broad range of end-uses, from everyday applications to performance-critical systems Volex has developed a diverse product portfolio delivering critical power and connectivity across both everyday applications and complex systems, supporting an increasingly sophisticated and digitally connected world. ![img-10.jpeg](img-10.jpeg) ### Keeping domestic appliances running Delivering power cords and appliance harnesses for global consumer brands, protecting customer reputations while supporting everyday domestic use. ![img-11.jpeg](img-11.jpeg) ### Powering electric vehicles Providing EV charging solutions across applications, from private AC home charging to public DC fast charging. ![img-12.jpeg](img-12.jpeg) ### Connecting hyperscale data flow Delivering high-speed data centre cable solutions for leading hyperscalers and AI infrastructure providers. ![img-13.jpeg](img-13.jpeg) ### Supporting life-saving diagnostics Delivering complex wire harness assemblies for medical diagnostics and treatment systems, helping to improve patient outcomes. ![img-14.jpeg](img-14.jpeg) ### Charging laptops Delivering reliable power solutions supporting everyday computing and connectivity. ![img-15.jpeg](img-15.jpeg) ### Embedding display technology Delivering integrated display solutions across a range of technologies and end-products. ![img-16.jpeg](img-16.jpeg) ### Engineering advanced wire harnesses Designing and manufacturing wire harness solutions across defence, industrial, medical, consumer and automotive applications. ![img-17.jpeg](img-17.jpeg) ### Enabling data centre infrastructure Enabling power delivery through cables and cords that meet demanding wattage, safety and design requirements for specialised servers and data centre systems. KEY MARKETS ![img-18.jpeg](img-18.jpeg) --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 17 # Group at a glance continued Over 750 individual customers spanning five end-markets Global workforce of 12,500 employees across 25 countries Working with more than 3,400 suppliers SBTi-validated net-zero target for scope 1 and 2 emissions by 2035 ![img-19.jpeg](img-19.jpeg) North America Revenue $645.5m (FY2025: $503.5m) Our revenues in North America have demonstrated meaningful growth during the period, driven primarily by strong growth across two sub-sectors: Data Centre and Defence. The ongoing expansion of hyperscale data centre infrastructure, fuelled by surging demand for AI and cloud services, has translated into increased revenue from our data centre customers. Elevated defence budgets and heightened geopolitical tensions have driven revenue growth from our defence customer base. Together, these two sub-sectors reflect the strength of our positioning in mission-critical, high-growth end-markets. A small decline in EV sales to the region was experienced, with a shift toward our European market. Europe Revenue $439.1m (FY2025: $412.6m) European revenues showed mixed performance across our end-markets. A new project with an Off-Highway defence customer provided a positive contribution, supported by a full year of revenue from our vertically integrated EV charging solution. These gains were partially offset by softer Consumer Electricals demand, driven by intensified competition from Chinese manufacturers resulting in modest market share losses. Medical revenues were weaker, reflecting lower overall spending in public healthcare and medical research and a reduction in inventory in anticipation of lower run-rates. Asia Revenue $158.0m (FY2025: $170.4m) Revenue in Asia declined over the period, largely driven by a regional mix shift in our Data Centre customer base, with increased activity redirected toward North American customers. This was partially offset by continued growth in inYantra, which benefited from strong momentum in the expanding Indian market. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 18 # The Volex platform ## A single global organisation 23 manufacturing locations. Multiple continents. One operating system. THE VOLEX PLATFORM Common platform A shared framework of operational excellence applied consistently across every site, with aligned KPIs, common standards and best practice. Short chain of command Decisions are made quickly, close to the customer, by experienced regional teams. Speed is driven by proximity to both the customer and the problem. Transferable systems Consistency enables work to move seamlessly between sites. Capabilities are developed once and deployed across the network, supporting scale and flexibility. Manufacturing where it matters most Customer proximity creates unrivalled uptime, agility and pace. Localized production includes health, and productivity. Shorter supply chains reduce working capital. Proximity enables faster response and greater lead times. Underpinned by our sustainability framework. A sustainable business | A responsible business | A trusted business One partner. Multiple markets. Complexity-driven. Volex enables customers to address global opportunities without managing supply chain complexity themselves. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 19 ![img-20.jpeg](img-20.jpeg) # Scaling through capability More capable sites Broader offering Increased wallet share Repeat business Operating leverage # Our global footprint creates optionality Asia: Scale and cost-competitiveness Europe & Türkiye: Proximity and capability North America: Nearshoring and tariff alignment We have alternatives already in place for when conditions change # Transfer capability as a service | Assess | Plan | Execute | Validate | Repeat | | --- | --- | --- | --- | --- | | Enables nearshoring | Manages tariff exposure | Supports customer expansion | Reduces operational risk | | --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 20 # Scaling capability through disciplined acquisitions Acquisitions are a core part of Volex's growth model, focused on extending capability, deepening customer relationships and expanding geographic reach. ## What we look for ### Disciplined approach to acquisition #### Adding value through: - Extended capability - Deeper customer relationships - Added geographic reach We focus on businesses operating in complex, high-specification markets, where Volex's platform can accelerate growth and unlock additional value. #### Our criteria: - Attractive valuations (typically 5-8x EBITDA) - Embedded customer relationships with high retention - High-mix, complex product portfolios - Cost-competitive locations with favourable trade dynamics - Markets where Volex has deep understanding - Post-acquisition ROCE of at least 15% within two years - Operating margins of c.15% or clear path to these levels ## What makes an acquisition work ### Aligned to the Volex model Successful acquisitions share common characteristics: - **Serving the right customers** Category leaders who value complexity, reliability and long term partnerships - **Strong management teams** Leadership that remains and scales with access to the Volex platform - **Strategic fit** Adds capability, geography or customer access ## Track record: ## 12 acquisitions in eight years --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 21 # CASE STUDY ## How we create value ### Scaled through the Volex platform Acquired businesses benefit from - Access to global customer relationships - Integration into a flexible global manufacturing footprint - Transfer of best practices and operational standards - Unlocking investment capacity - Supply chain optimisation and purchasing scale This removes barriers to growth and enables smaller businesses to scale more rapidly within the Group. “ Disciplined acquisitions, scaled through the Volex platform, enable the Group to accelerate growth and expand capability in complex markets.” ## Acquisitions: mutual value creation Volex's acquisition strategy is not built on a single template. Each transaction is selected for its own strategic logic, within our framework, yet every one creates value on both sides of the table. The examples below illustrate the range of rationale that drives our approach. The acquisition of Murat Ticaret opened the Off-Highway vehicle market to Volex and brought new customer relationships into the Group, while giving Murat Ticaret the benefit of Volex's purchasing scale, quality standards and operational rigour. InYantra provided two distinct strategic benefits: a cost-competitive manufacturing platform in India that offers our customers a credible alternative to China, and a base from which to support medical customers pursuing supply chain localisation. For inYantra, joining Volex provides the capital needed to sustain its high-growth trajectory. The acquisition of Irvine Electronics ('Irvine') added printed circuit board assembly capability to our technical offering while site consolidation supports delivery of target margins. For Irvine, the combination brings greater revenue diversification and a meaningfully improved customer experience. Each acquisition is chosen for its unique strategic merit and mutual value ![img-21.jpeg](img-21.jpeg) --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 22 # Business model Our business model supports value creation, built on embedded relationships with customers and converting increasing complexity into scalable growth, margin expansion and strong returns. OPERATIONAL ![img-22.jpeg](img-22.jpeg) ## How we build embedded, value-creating partnerships 01 ### Building tailored solutions We are embedded within our customers' design and development processes, working at system level to ensure solutions are optimised for performance, manufacturability and scale. By combining engineering and production expertise, we develop high-specification, application-specific assemblies that integrate seamlessly into complex systems. This designed-in relevance enables customers to accelerate innovation while ensuring solutions can be delivered reliably at scale. See more on PAGE 12 02 ### Investing ahead of growth We invest directly in our customers' programmes at the design stage, committing engineering expertise, resource and capital to develop solutions tailored to their evolving requirements. This early investment deepens our involvement in product development, enabling us to support innovation and respond to changing specifications as programmes advance. The scale and longevity of our customer relationships provide the visibility and confidence to invest meaningfully. 03 ### Scaling with our customers Through our deep involvement in customer design processes and our willingness to invest ahead of demand, we become embedded across both product development and production. This positions Volex to scale alongside customers operating at the leading edge of high-growth, innovation-led markets, supporting increasing volumes, complexity and geographic reach across our global platform. As a result, we increase our share of system content across platforms and programmes over time. GROUP ## Enabled by a common Group-wide platform and global footprint A single operating platform underpins the Group, enabling consistent execution across a global footprint. Capabilities developed in one part of the business are scaled across the network, allowing Volex to transfer knowledge, standardise processes and deploy best practice efficiently. ### Critical enablers #### Data-fed insight Granular management information to track performance #### A bottom-up approach Experts defining objectives #### Group-wide action consistent approach that accelerates growth ## Supported with consistent investment and capex Volex invests ahead of customer demand in capacity, capability and automation, ensuring the Group can support increasingly complex applications and scale alongside our partners. The investments in this platform and our ability to serve the customer are key enablers to our significant growth trajectory. We invest continually to maintain our market leading proposition. ## M&A Acquisitions extend capability, geographic reach and customer exposure. Volex focuses on opportunities that can be integrated into its operating platform, accelerating growth and strengthening its position in targeted markets. We focus on synergies by acquiring businesses with significant growth potential and removing those barriers to growth, either through scale, capability, financial resource or customer relationships. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 23 ## Business model continued ### What differentiates our model #### Our customers are global category leaders The development of new products with these customers is often at the cutting edge of their industries and as such, our partnerships with these category leaders ensure we are at the forefront of these industries with them. Our category leaders are sources of significant growth, as the frequency with which they develop new products leads to account growth and revenue visibility. #### We are a solutions integrator We combine engineering and manufacturing to deliver complex, high-performance assemblies. As industries and systems become more complex, increasing integration and performance demands partners who can deliver at scale. Our ability to provide solutions and systems within products for our customers, not just components, ensures we are embedded in their products today and for future generations. #### Culture is a competitive advantage Having built up the right people, behaviours and knowledge across 23 sites, we operate as one company through clear communication. Customers get our best thinking regardless of where a project sits. #### The flexibility of a small supplier, the scale of a global manufacturer Our unique market positioning gives our customers the benefits of both small suppliers and larger competitors. Responsiveness and customer focus delivered with global reach, cost competitiveness and supply chain leverage. ### Stakeholder value #### Shareholders Disciplined execution and scalable growth alongside category-leading customers, supporting sustainable returns. #### Customers Integrated solutions that enable category leaders to develop, scale and localise increasingly complex products. #### Employees Workplace culture that offers growth, opportunities and recognition for our talented workforce. #### Suppliers Resilient, flexible partnerships supporting localisation, quality and reliable delivery. #### Communities and environment Supporting electrification, connectivity and healthcare, while reducing environmental impact and contributing locally. See more on PAGE 77 ### Social and societal benefits #### EV & Electrification Enabling the transition to increased electrification across automotive and beyond. #### Off-Highway Enabling more efficient and sustainable equipment, supporting modern agriculture, infrastructure and reduced environmental impact. #### Consumer Electricals Supporting more connected, efficient products that enhance everyday life and improve energy performance. #### Medical Enabling advanced diagnostics and treatment, supporting improved healthcare outcomes and accessibility. #### Complex Industrial Technology Supporting industrial innovation through advanced manufacturing, automation and more efficient production systems. See more on PAGE 25 --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 37 ## Financial review continued ### Group revenue Group revenue increased by 14.4% to $1,242.6 million (FY2025: $1,086.5 million) reflecting high demand for the Group's high-speed data transmission products and solid performance in the EV & Electrification and Off-Highway sectors, which more than offset declines in Consumer Electricals and Medical. Sales in currencies other than US dollars resulted in a favourable year-on-year foreign exchange impact on revenue of $6.4 million. Group organic revenue growth was 14.2%. Group revenue commentary by end-market is set out in the Review of FY2026 Performance set out on pages 29 to 33. ### Gross margin The Group's underlying gross margin expanded by 180 basis points to 23.2% (FY2025: 21.4%), reflecting the increased weighting of high-value Data Centre products in the revenue mix, alongside continued benefits from vertical integration and operational efficiency initiatives. Contracts with our customers contain copper inflation pass-through provisions which enable us to recover higher copper input costs. Other costs subject to inflation, such as labour, have been offset through productivity actions, efficiency savings and customer pass-through. While most raw material purchases are denominated in US dollars, other costs, such as labour, are paid in local currencies. Variability in certain key currencies had a net-zero impact at a gross margin level. ### Operating profit Underlying operating profit increased 19.9% to $127.3 million (FY2025: $106.2 million), with the combination of revenue growth, favourable product mix and operational efficiency more than offsetting cost headwinds. The underlying operating expense ratio increased to 13.0% of revenue (FY2025: 11.7%), reflecting inflation, foreign exchange and investment in capacity and headcount to support growth, partly offset by the consolidation of three smaller sites into larger Centres of Excellence during the year. Statutory operating profit increased by 46.0% to $121.0 million (FY2025: $82.9 million). Beyond the underlying profit growth, the year-on-year increase reflects lower adjusting items, principally the release of contingent consideration related to the acquisition of Murat Ticaret, partly offset by amortisation of acquired intangibles, goodwill impairment, site closure costs and share-based payments. The Group's underlying operating margin increased to 10.2% (FY2025: 9.8%). Despite continuing headwinds from labour inflation, operating margins have been improved through organic growth, favourable product mix, and cost optimisation. ### Adjusting items and share-based payments The Group presents some significant items separately to provide clarity on the underlying performance of the business. This includes significant one-off costs, such as restructuring and acquisition-related costs, the non-cash amortisation of intangible assets acquired as part of business combinations and share-based payments, as well as associated tax. During FY2026, the Group closed two sites in Türkiye and one site in Mexico. The sites formed part of the Murat Ticaret business and were shut after successfully transferring the business to other larger Volex sites. During the year the decision was taken to close Servatron, a specialist PCBa facility in Washington State. The site closures resulted in one-off closure costs of $2.8 million (FY2025: $4.0 million). Acquisition costs of $1.1 million (FY2025: $0.4 million) were incurred in the year. As well as undertaking third-party due diligence, the Group uses its own experts and in-depth understanding of the sector to conduct a robust assessment of all acquisition targets. Amortisation of acquired intangibles decreased to $9.6 million (FY2025: $10.2 million). The charge recognised through the income statement for share-based payment awards comprises $6.2 million (FY2025: $4.7 million) in respect of compensation to senior management and $0.8 million (FY2025: $0.3 million) for associated payroll taxes. Share-based payments include awards made to incentivise senior management as well as awards granted to the senior management of acquired companies. The awards made to acquired company management form an important part of the negotiation of consideration for an acquisition. They are used to reduce the cash consideration and as an incentivisation and retention tool. In accordance with IFRS, where these awards include ongoing performance features, they are recognised in the income statement rather than as part of the cost of acquisition. ### Net finance costs Net finance costs decreased to $20.6 million (FY2025: $22.8 million) mainly due to the prior year write-off of debt issue costs. The financing element for leases for the year was $2.8 million (FY2025: $4.0 million). The amortisation of debt issue costs of $0.8 million (FY2025: $2.1 million) were lower due to the prior year including a non-recurring write-off following an extension to the previous facility. ### Taxation The Group's income tax expense for the year was $26.1 million (FY2025: $15.3 million), representing an effective tax rate ('ETR') of 27.9% (FY2025: 23.8%). The increase reflects a December 2025 change in Turkish tax law which removed the application of inflation adjustments for tax purposes for 2025, 2026 and 2027, exposing the Group to adverse tax effects from devaluation of Turkish lira, in which income tax liabilities are calculated, against the Euro functional currency of our Turkish operations. The tax expense includes $1.4 million from reversing inflation adjustments accrued under the prior Turkish tax regime, and $2.8 million of dividend withholding tax relating to repatriations to reduce exposure from lira devaluation. These amounts have been treated as adjusting items as they are one-off in nature and do not relate to the profits of the current year. The underlying effective tax rate (representing the income tax expense on profit before tax, adjusting items and share-based payments) was 23.6% (FY2025: 22.1%). FY2025 benefited from favourable inflation adjustments in Türkiye outweighing the adverse effects of lira devaluation; this benefit did not recur in FY2026 following the law change. The adverse effect was partially --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 38 ## Financial review continued offset by a provision release following the resolution of an uncertain transfer pricing tax position during the year. The rate of currency devaluation in Türkiye is expected to remain a headwind for the Group's effective tax rate in FY2027 and future years. The Group operates in multiple tax jurisdictions and is subject to periodic tax audits in the normal course of business. Further detail on uncertain tax positions is given in note 10. Cash tax paid during the period was $24.9 million (FY2025: $15.8 million), reflecting higher underlying profit and the full utilisation of tax losses in a major jurisdiction during the year. ### Foreign exchange The majority of the Group's revenue is in US dollars, with sales in other currencies including euro and British pounds sterling. Most raw materials purchases are also denominated in US dollars, but other costs, such as rent, utilities and salaries are paid in local currencies. This creates a small operating profit exposure to movements in foreign exchange, some of which is hedged. In addition, foreign exchange losses from retranslation of balance sheet items and the timing between recognition and settlement of certain financial assets for the year were $1.5 million (FY2025: $1.0 million). ### Cash flow Operating cash flow before movements in working capital was $167.7 million (FY2025: $129.4 million). While benefiting from the strong operating performance, operating cash flow reflects the increased investment in the business. There was a working capital outflow of $55.2 million, which compares to an $18.1 million outflow in FY2025. The reasons for the working capital movement are set out below: - An investment in inventory to support accelerated customer demand in the Data Centre market which has a longer cash cycle due to typically operating through a hub model. This resulted in a cash outflow of $67.9 million (FY2025: $24.2 million cash outflow) - An increase in receivables leading to a cash outflow of $38.9 million (FY2025: $19.8 million) reflecting the growth in revenue achieved in the year - An inflow relating to payables of $51.6 million (FY2025: $25.9 million) as a result of the increased inventory required to support our customers Net capital expenditure decreased to $34.7 million (FY2025: $45.3 million). During the period, Volex invested in expanding its global manufacturing footprint, with a site expansion in Mexico completing in the second half of the year, automation capabilities, research and development, and operational scaling. Free cash flow represents net cash flow before financing activities excluding the net outflow from the acquisition of subsidiaries and associates and the interest element of lease payments and was $38.8 million (FY2025: $36.8 million). Net financing outflows were $21.6 million (FY2025: $15.0 million). Outflows include the exercise of an option to purchase previously leased properties in Türkiye, repayment of borrowings, and dividend payments of $8.5 million (FY2025: $9.7 million). Total cash expenditure on acquisitions (net of cash acquired) was $nil (FY2025: $10.9 million). The cash outflow associated with the purchase of shares to settle awards under share-based payment arrangements and the tax costs of the awards were $0.7 million (FY2025: $11.0 million). There were no cash inflows from new shares issued in the year (FY2025: nil). ### Capital allocation The Group's approach to capital allocation is unchanged: invest in organic capability where it supports customer-led growth at attractive returns, pursue capability-led acquisitions that meet our financial criteria, maintain a progressive dividend policy, and preserve balance sheet flexibility. During FY2026, capital deployment was weighted towards organic investment, with $34.7 million of capex, including the Centres of Excellence consolidation and the Mexico expansion. The final dividend of 3.2 pence per share continues the progressive policy. ### Net debt and leverage As at 31 March 2026, the Group's net debt (before operating lease liabilities) was $121.5 million and $152.3 million including operating lease liabilities. At 30 March 2025, net debt (before operating lease liabilities) was $127.4 million and $174.8 million including operating lease liabilities. At 31 March 2026, the Group's covenant leverage was 0.8 times (30 March 2025: 1.0 times). For further details on the Group's covenants, see the section on 'Banking facilities and covenants'. ### Dividend The Board's dividend policy, while factoring in earnings cover, also takes into account other factors such as the expected underlying growth of the business, capital expenditure and other investment requirements. The strength of the Group's balance sheet and its ability to generate cash are also considered. A final dividend of 3.2 pence per share (FY2025: 3.0 pence) will be recommended to shareholders at the Annual General Meeting on 25 August 2026, reflecting the Board's confidence and the Group's robust financial position. The cash cost of this dividend is expected to be approximately, $7.8 million. Together with an interim dividend of 1.6 pence per share paid in December 2025, this equates to a full-year dividend of 4.8 pence per share (FY2025: 4.5 pence per share), an increase of 6.7%. If approved, the final dividend will be paid on 18 September 2026 to all shareholders on the register at 14 August 2026. The ex-dividend date will be 13 August 2026. ### Banking facilities and covenants Throughout the year, the Group had a $600 million multicurrency revolving credit facility with an eight-bank club. The facility had an initial four-year term, and during the year an option to extend the term for one additional year was exercised and the facility is now due to mature in June 2029. It comprises a $400 million revolving credit facility and an additional $200 million uncommitted accordion. Subsequent to the year end, the facility limit was increased to $500 million as $100 million of the uncommitted accordion was approved. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 39 ## Financial review continued As at 31 March 2026, drawings under the facility were $181.1 million (FY2025 $162.8 million). At the year end, the covenant leverage was 0.8 times and covenant interest cover was 10.4 times, well within the covenant terms of less than 3.0 times and greater than 3.0 times respectively. ### Financial instruments and cash flow hedge accounting In September 2022, an interest rate swap was entered into following market evaluation, which has enabled the Group to fix the interest rate paid on a notional value of $50 million for a four-year period. For most products we sell to Consumer Electricals customers, the price of copper has an impact on the cost of key raw materials. This risk is minimised by passing the variability in cost through to the end customer in most cases. Where the customer contract does not provide for the pass-through of risk, the Group enters into forward contracts to mitigate the Group's exposure to copper price volatility (which has been identified by the Group as a key risk). ### Post balance sheet events On 1 April 2026, the Group utilised $100 million of its uncommitted accordion option, increasing the multicurrency revolving credit facility from $400 million to $500 million. The facility maturity date remains June 2029 and the remaining uncommitted accordion is $100 million. On 7 April 2026, the Company announced the launch of an on-market share buyback programme to purchase up to £40 million of its ordinary shares of 25 pence each, with all shares repurchased to be cancelled. The programme will end no later than 31 March 2027. ### Defined benefit pension schemes The Group's net pension deficit under IAS 19 as at 31 March 2026 was $9.4 million (FY2025 $7.9 million deficit). **Jon Boaden** Chief Financial Officer 24 June 2026 ![img-23.jpeg](img-23.jpeg) --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 40 # Group risk management ## Risk governance The Group follows the QCA Corporate Governance Code ('QCA Code') as the framework for its approach to risk governance. Consistent with the QCA Code, the Board holds responsibility for ensuring that the Group's risk management framework is effective in identifying and addressing all risks material to the execution and achievement of its strategic objectives. This encompasses identifying the level of risk exposure that the Group is equipped to absorb and prepared to accept. While ultimate accountability for risk management across the Group sits with the Board as part of its broader strategic oversight responsibilities, the task of reviewing the Group's internal risk controls and risk management systems has been delegated to the Audit Committee. Operating within a complex, competitive, and rapidly changing global landscape inevitably gives rise to a range of risks and uncertainties. The ability to identify, understand and manage identified risks is fundamental to supporting the Group's long term resilience and success. Volatile global conditions remain a key area of concern for the Group, including the uncertainty of tariff implications, trade wars threatening pricing stability and ongoing conflicts causing supply difficulties and pricing volatility. The Group continues to closely monitor these risks and take steps to mitigate areas of concern to the extent possible. Cybersecurity, for many years, has been an area of concern. As sophistication and complexity of cyber threats across industries continues to increase, cybersecurity remains a high-priority risk. The inherent challenges of operating in an interconnected environment – where the secure flow of information is operationally critical and a source of vulnerability – remain ever present. The growing adoption of artificial intelligence and automated processes opens up systems to additional vulnerabilities that could be exploited by malicious actors. To combat the risks, the Group continues to maintain rigorous oversight of our systems, regularly assess risk, provide comprehensive training to relevant employees and evaluate the robustness of our contingency plans. The Group's objective remains to sustain strong capabilities in prevention, detection and response to potential cyber threats in order to protect the business. ## Risk management process The risk management process provides the Board with assurance that the Group's risk management and internal control systems are operating as intended. Over the course of the past year, this assurance has been underpinned by two principal components, each of which is supported by additional activities forming the Group's wider risk management framework: - An ongoing programme of assessment and review covering individual Volex sites and entities, conducted jointly by the Internal Audit function, the Group Finance team and Operations teams; and - A centrally administered annual risk questionnaire engaging the senior management team and functions across the Group. The questionnaire assesses risks by reference to the likelihood of occurrence, the potential impact on the business should they materialise and the adequacy of mitigation measures currently in place. ![img-24.jpeg](img-24.jpeg) Key: Strategic Operational Financial Compliance - Acquisition integration - Market competition - Customer concentration - Global economic conditions - Supply chain - Staffing and people - Cyber and data security - Product quality - Technological change - Climate and environment - Access to finance - Commodity price volatility - Regulatory compliance - Compliance and internal controls --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 41 ## Group risk management continued Building on these foundations, the Group has introduced a new risk register designed to enhance the depth of its risk monitoring capabilities. The register has been developed with a particular focus on regional risk visibility, enabling the Board and senior management to track risks at a regional level with greater precision, identify emerging trends over time and respond more effectively to region-specific concerns as they arise. By capturing risk data on a more granular basis, the risk register enables a more proactive approach to risk management across the Group's global operations, complementing the existing annual questionnaire process and the continuous site review programme. ### Emerging risks The Board and management maintain a proactive stance in identifying and responding to emerging risks, evaluating them through the Group's formal risk management processes and day-to-day operations. As part of the Group's broader risk assessment efforts, regular reviews are conducted to detect and monitor emerging risks at an early stage, enabling a clearer understanding of their potential consequences for the business. Horizon scanning is embedded into routine business activities to help anticipate potential disruptions to our internal and external operating environments. The review conducted this year highlighted the situation in Iran and the Middle East as a notable geopolitical emerging risk. The region plays a strategically significant role in global energy production and the movement of goods and a prolonged conflict has the potential to give rise to a range of challenges for business and the global economy, including: - **Energy price volatility** – disruption to oil and gas production or transportation infrastructure in the region could trigger significant fluctuations in global energy prices, increasing operational costs across the Group's manufacturing base and reducing margins - **Supply chain disruption** – interference with key maritime shipping routes, including the Strait of Hormuz, could materially affect the movement of goods, extend lead times and increase transportation costs, placing pressure on the Group's ability to source materials and fulfil customer orders on time - **Commodity price inflation** – heightened regional instability frequently drives commodity price inflation, affecting the cost of raw materials and components critical to the Group's manufacturing operations - **Broader macroeconomic slowdown** – a sustained escalation of the conflict risks dampening global economic growth, reducing demand across key end-markets and creating a more challenging trading environment for the Group as a whole These risks continue to be monitored closely by the Audit Committee and Board. ### Principal risks Principal risks are defined as those the Board considers capable of having a material adverse effect on the Group's future prospects or reputation, encompassing risks that could undermine its business model, financial performance, solvency or liquidity. The identification of such risks is a critical step in ensuring that appropriate risk management procedures and internal controls are in place, both to reduce the likelihood of those risks materialising and, where they do, to limit the severity of their impact on the business. Principal risks are grouped into four broad categories. #### Strategic Risks that may potentially affect the Group in delivering its strategy or achieving its strategic objectives. This would include macroeconomic risks as well as risks associated with the execution of key elements of the Group's strategy. The Group considers potential risks and mitigation strategies when developing its strategy. It is not always possible to foresee the eventual risks at the time that the strategy is defined, which may require measures to be introduced to control the risks. #### Operational Risks arising out of operational activities in areas such as sales and operations planning, procurement, warehousing, logistics and product development. These risks may need to be mitigated by various levels of management who will be required to take ownership of risk management in their area of the business. #### Financial Risks relating to the financing or financial position of the Group that may arise externally, such as financial market risk, or internally from the perspective of internal controls and processes. Financial risks can arise as a result of changes that affect the financial landscape as a whole, such as changes in the availability of funding for the business or foreign exchange movements. They can also arise from decisions taken at a Group level that can either expose the Group to financial risk or fail to adequately mitigate financial risk. #### Compliance Risks relating to compliance with applicable laws and regulations. These risks could arise as a result of a failure to follow a particular procedure or from a change in the regulatory or compliance landscape that has a material impact on the Group and its existing operations or structure. Compliance risks could have a financial implication in the form of a fine or penalty, a significant cost of compliance or the risk of reputational damage. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 42 # Group risk management continued # Strategic risks | Risk and possible impact | Risk mitigation activities | Trend | Link to KPIs | Link to strategy | | --- | --- | --- | --- | --- | | **1. Strategic – Acquisition integration** | | | | | | Although the Group's recent acquisitions have been of companies that complement or expand the Group's existing business, there is a risk that the synergies envisaged pre-acquisition do not materialise and that the Group's activities become unfocused. | The Group maintains a disciplined approach to acquisitions, focusing on opportunities that are capable of delivering immediate cash returns. Where appropriate, earn-out arrangements are used to drive performance and retain key talent within the acquired businesses. For acquisitions targeting synergies, or cost efficiencies, structured programmes are designed to deliver on those objectives, including, where beneficial, broader integration work such as changes to internal structures and procedures. | ↔ | B C D E G M | D | | **2. Strategic – Market competition** | | | | | | The Group operates in highly competitive markets and faces competition from rivals operating with lower costs and overheads, especially in the power cords market. Increased competition and pricing pressures from customers may lead to reduced sales and profit margins. | Volex has established a robust differentiation strategy to manage and mitigate competition risk, concentrating on markets and customers where it is able to compete on factors beyond pricing, notably engineering expertise, product quality and global reach. The Group's ongoing improvement initiatives, encompassing automation across higher-volume product lines and the continued expansion of vertical integration, underpin the Group's ability to sustain a competitive position. The technical complexity of Volex's product offerings, combined with the stringent regulatory approvals required, present a barrier to supplier substitution. The Group's structured research and development programme ensures its product offerings remain current and competitive, supporting its commitment to innovation leadership. | ↑ | A | A B | | **3. Strategic – Customer concentration** | | | | | | A proportion of the Group's revenue continues to be derived from a small number of large customer accounts, leading to a potentially disproportionate impact if a key customer account is reduced or lost. | The Group has achieved considerable diversification of its customer base in recent years, driven primarily by targeted acquisitions and mergers extending its reach across a broad spectrum of sectors. Complementing this, Volex has demonstrated consistent success in developing smaller customer relationships, further mitigating the risk. Notwithstanding this progress, select production sites and entities may remain subject to a degree of reliance on individual customers and the Group continues to work on managing this exposure. | ↑ | A | A | # Key to KPIs - A Annual revenue change - B Underlying operating profit - C Return on capital employed - D Underlying free cash flow - E Underlying basic EPS - F Employee safety - G Scope 1 and 2 carbon emissions - H Carbon intensity # Key to strategy - A Target and scale with category leaders - B Move up the complexity curve in every market - C Scale capability across new markets and geographies - D Acquire capability that accelerates organic growth # Key to trend - ↑ Uptrend - ↪ No change - ↓ Downtrend --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 43 ## Group risk management continued ### Strategic risks continued | Risk and possible impact | Risk mitigation activities | Trend | Link to KPIs | Link to strategy | | --- | --- | --- | --- | --- | | **4. Strategic – Global economic conditions** | | | | | | The global economy has been challenged by macroeconomic factors including inflation, supply chain difficulties, tariffs and the ongoing situation in Iran and the Middle East. There are a range of short and medium term outcomes as regards to how the global economy could respond, including supply chain disruptions and price increases. In the scenario of economic contraction, this could have an impact on our sales and profitability. | Management has adopted a dynamic and considered approach to navigating global supply chain disruption, prioritising effective customer communication and close collaboration to meet expectations through periods of volatility and fluctuating component availability. Inflationary cost pressures have been selectively passed through to customers where necessary to safeguard profitability and maintain competitiveness, with production relocated to alternative manufacturing sites where cost recovery has not been appropriate. The continued volatility in US import tariff conditions continues to present both challenges and opportunities. The Group remains actively engaged with its customers and suppliers to mitigate exposure. The situation in Iran and the Middle East has introduced additional geopolitical risk to the operating environment, with potential consequences for energy markets, trade flow and supply chain resilience, which the Group continues to closely monitor. A comprehensive assessment of the Group's financial position has confirmed that sufficient liquidity exists to support continued operations as a going concern. | ↑ | A B | A C | --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 44 # Group risk management continued # Operational risks | Risk and possible impact | Risk mitigation activities | Trend | Link to KPIs | Link to strategy | | --- | --- | --- | --- | --- | | **5. Operational – Supply chain** | | | | | | The Group is in some cases dependent on single external suppliers for components despite the increasing vertical integration in the business. | The inherent complexity of the Group's supply chain means that certain disruptions continue to have an impact on manufacturing and demand across a number of end-markets. The Group remains committed to advancing a strategy of increased vertical integration and supplier diversification as a means of mitigating these ongoing challenges. As a contract manufacturer, Volex is often subject to customers' approved vendor lists for raw material and component purchases and the availability of alternative suppliers for certain specialised products can be limited. At a site and entity level, measures have been implemented to maintain sufficient inventory, including sourcing from alternative suppliers where possible. | ↑ | B C | C | | **6. Operational – Staffing and people** | | | | | | The retention of staff in key executive roles as well as in on-the-ground operations is important to any business. The departure of senior managers as well as any significant increase in turnover of factory staff could have a negative impact on the Group. | Competition for talent remains a notable challenge, particularly in contracting labour markets where recruitment and retention pressures are most acute. A structured long term incentive plan for key senior executives is in place, designed to drive performance and support retention of critical leadership capabilities. Turnover rates across roles vary considerably across Volex sites, with local market conditions contributing to higher turnover at some production locations. The Group HR function is working closely with regional HR teams to enhance employee engagement and satisfaction throughout the organisation, while concurrently strengthening succession planning for management and business critical roles. | ↑ | F | B C | | **7. Operational – Cyber and data security** | | | | | | Cyber attacks and potential data breaches are an ongoing threat to all companies, which could impact the business from a reputational, competitiveness and financial standpoint. | The Group has further invested in cybersecurity measures to safeguard its systems, data and operational infrastructure. Mandatory cybersecurity awareness training, addressing new and evolving cybersecurity threats, continues to be delivered across the organisation to maintain a high level of vigilance among all personnel. Compliance with the Volex IT User Code of Conduct is required of all employees. Ongoing investment in server infrastructure and hardware will ensure the Group's technology environment remains robust, up to date and resilient against threats. | → | C | B | # Key to KPIs - A Annual revenue change - B Underlying operating profit - C Return on capital employed - D Underlying free cash flow - E Underlying basic EPS - F Employee safety - G Scope 1 and 2 carbon emissions - H Carbon intensity # Key to strategy - A Target and scale with category leaders - B Move up the complexity curve in every market - C Scale capability across new markets and geographies - D Acquire capability that accelerates organic growth # Key to trend - ↑ Uptrend - → No change - ↓ Downtrend --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 45 ## Group risk management continued ### Operational risks continued | Risk and possible impact | Risk mitigation activities | Trend | Link to KPIs | Link to strategy | | --- | --- | --- | --- | --- | | **8. Operational – Product quality** | | | | | | The impact on the Group of product defects or product failure not only carries immediate financial risk in terms of repair or recall costs, but longer term damage to its reputation for quality and reliability. | Volex manufactures its products in accordance with rigorous quality standards, maintaining close cooperation with customers and supply chain partners to ensure that any quality concerns are identified and addressed in a timely manner. All production sites are subject to regular audit and are certified to ISO 9001 accreditation. Sites where medical equipment production is a focus hold ISO 13485 accreditation and those where aerospace production is a focus carry AS9100D accreditation. The combination of disciplined supply chain management, progressive automation across manufacturing processes and continued recruitment of experienced quality and engineering personnel helps the Group to further enhance its quality processes and sustain Volex's established reputation for product excellence. | ↑ | A D E | A B | | **9. Operational – Technological change** | | | | | | Developments in technology and resulting changes in demand for specific products represent not only an opportunity but also a threat. The Group's products risk becoming obsolete, if it fails to take advantage of the new sectors opening up. | As a manufacturing partner to category-leading businesses, Volex operates in response to customer requirements and design specifications. To mitigate the inherent risks associated with this, the Group continues to increase investment in research and development, pursue strategic acquisitions and develop its strategic marketing capabilities. The Group's design team remains focused on creating innovative, patentable products, reinforcing Volex's established presence in the growing high-speed Data Centre and EV markets. In parallel, the Group is broadening its product portfolio and extending its presence into new sectors, most notably the Off-Highway market. Changes in charging technology have disrupted the EV business, and the increasing use of wireless data transmission represents a potential risk to certain product lines over the medium to long term. However, the Group's well-diversified portfolio and expanding service offerings are expected to underpin long term resilience and stability. | ↑ | A | B | | **10. Operational – Climate and environment** | | | | | | Climate and environmental risk factors are an emerging threat to all companies and could impact a business in terms of energy supply, resource availability and climate disruption. | As a global manufacturing business, Volex is reliant on a stable energy supply and the secure provision of resources and materials. A number of the Group's facilities and employees are located in geographic regions where the progressive effects of climate change may, over time, pose a material risk to operational capability. The Group's established diversification strategy, combined with the development of production capabilities across regions has enhanced the Group's overall resilience to these risks. Environmental monitoring is conducted across multiple business functions, with relevant departments responsible for tracking environmental regulatory developments, policy requirements and process implications, ensuring the wider Group remains informed and appropriately positioned to respond. | → | G H | C | --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 46 # Group risk management continued # Financial risks | Risk and possible impact | Risk mitigation activities | Trend | Link to KPIs | Link to strategy | | --- | --- | --- | --- | --- | | **11. Financial – Access to finance** | | | | | | If the Group cannot access sufficient cash, bank borrowing or equity finance, investment and acquisition plans may be adversely affected. | The Company currently maintains a strong balance sheet and has access to an appropriately sized committed revolving credit facility. The Group carefully evaluates the impact of any significant transactions during both short term and long term cash flow forecasting. | ↔ | D | C D | | **12. Financial – Commodity price volatility** | | | | | | As a global manufacturer, the Group's supply chain can be adversely affected by movements in commodity prices (e.g. copper, resin) and other supplier inputs. | Volex has demonstrated the ability to manage commodity price risk, through measures such as hedging managed closely by the Group Treasury team; inclusion of price fluctuation provisions and copper clauses in customer contracts; and periodic price reviews of customer contracts. To mitigate the risk of such pricing concerns, Volex will continue passing through higher copper costs to customers and effectively providing for fluctuations in contracts. | ↑ | B | C D | # Key to KPIs | **A** Annual revenue change | **E** Underlying basic EPS | | --- | --- | | **B** Underlying operating profit | **F** Employee safety | | **C** Return on capital employed | **G** Scope 1 and 2 carbon emissions | | **D** Underlying free cash flow | **H** Carbon intensity | # Key to strategy | **A** Target and scale with category leaders | **C** Scale capability across new markets and geographies | | --- | --- | | **B** Move up the complexity curve in every market | **D** Acquire capability that accelerates organic growth | # Key to trend | ↑ Uptrend | | --- | | ↔ No change | | ↓ Downtrend | --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 47 ## Group risk management continued ## Compliance risks | Risk and possible impact | Risk mitigation activities | Trend | Link to KPIs | Link to strategy | | --- | --- | --- | --- | --- | | **13. Compliance – Regulatory compliance** | | | | | | The Group operates in many jurisdictions around the world, all with different standards, ethics and rules for corporate governance, employment law, environmental law and product compliance and quality. The Group also operates within an international framework of sanctions and is subject to trade import and export controls. Appropriate policies in relation to sanctions and export controls are important, as compliance is crucial to protect the reputation of the Group. Failure to adhere to local or international rules can result in severe fines, or even restrictions on the ability of the Group to operate in those jurisdictions. | Compliance across the Group is subject to central oversight by Group HR, Tax and Legal functions, with localised management conducted through Volex's regional centres and supported by external professional advisers. Periodic internal assessments are undertaken across a range of disciplines, including employment practices, health and safety conditions and broader corporate compliance. Volex's product, safety and compliance teams are engaged from the earliest phases of product design, working in close cooperation with customers and regulatory authorities to ensure compliance standards are consistently maintained. Export control compliance is the responsibility of a dedicated and experienced trade compliance function. Supplier relationships are governed by standard agreements incorporating confidentiality provisions, adherence to the Group's code of conduct and product warranty and liability terms. Environmental and quality agreements are a mandatory condition of approval before any supplier outside the approved vendor list may be selected and qualified as a Volex supplier. At the customer level, contracts ensure adherence to export control and sanctions regulations from both the customer and supplier. All Volex standard supplier and customer terms have been reviewed by relevant teams in the year and updated where appropriate. Policy workshops and training are provided to senior management and other key personnel across a comprehensive range of topics, including contract training, the Group's code of conduct, health and safety, cybersecurity, anti-bribery and anti-corruption, modern slavery and human trafficking, conflict minerals and responsible sourcing and sanctions. Management are required to champion policies across their sites and ensure strict compliance with the Group's policies and procedures by all employees. A confidential whistleblower hotline, 'Speak Up', is available to all employees as a means of raising concern. | ↔ | F | B C | | **14. Compliance – Compliance and internal controls** | | | | | | With operations spread across most continents of the world, and considerable autonomy often afforded to local regional centres and entities, the risk of control breaches opens up the risk of loss through fraud or through prosecution for breach of laws and regulations. | The Group maintains an internal audit co-sourcing arrangement with an external provider and a structured programme of financial control reviews are conducted throughout the financial year. Central and regional head offices provide continuous review and assessment of individual Volex operations, reinforcing governance standards across the Group. Mandatory annual participation in the Group's anti-bribery and anti-corruption online learning programme ensures that all relevant employees remain informed of applicable risks and the requisite steps to mitigate them. Internal authorisation frameworks are subject to periodic review to confirm their continued relevance, robustness and operational effectiveness. | ↔ | C | D | --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 48 # Viability statement In anticipation of the move to the Main Market, the Group is voluntarily applying Provision 31 of the 2024 UK Corporate Governance Code. In accordance with Provision 31 of the 2024 UK Corporate Governance Code, the Directors have assessed the viability of the Group over a five-year period to 31 March 2031. In making this assessment, the Directors have considered the Group's current financial position, recent and historical financial performance and forecasts, its strategy and business model and the principal risks and uncertainties set out on pages 40 to 47 of this Annual Report. ## Assessment period The Directors have concluded that a five-year period to 31 March 2031 is the most appropriate timeframe over which to assess the Group's viability. This period is consistent with the Group's medium term strategic planning cycle and aligns with the Board's $2.0 billion revenue target announced at the Capital Markets Day on 22 April 2026. The Directors also considered the Group's consistent financial performance, its diverse business model across multiple end-markets and geographies, and the Group's exposure to the evolving dynamics of the global manufacturing sector. ## Assessment of prospects The Group's prospects are assessed by management and the Board primarily through the financial projections underpinning this assessment, as described further below. These projections are built from the bottom up by each operating division and comprise the FY2027 budget, reviewed and approved by the Board at its March 2026 meeting, and, for FY2028 onwards, the Board-approved strategic plan. These projections incorporate management's best estimate of expected trading conditions considering current circumstances, including the impact of recent changes to global trade tariffs, and cover revenue growth, operating margins, working capital movements, capital expenditure and financing requirements. For the purposes of the viability assessment, no acquisitions have been included in the financial projections, as none are currently committed. The viability assessment therefore represents a conservative position relative to the Group's strategic ambitions. The Directors remain confident in the Group's medium term growth trajectory, supported by continued structural growth drivers across its key end-markets, a low cost base and established relationships with its blue-chip customer base. ## Assessment of viability The viability assessment is an extension of the going concern assessment, which is set out in note 2 to the financial statements. The Directors carried out a robust assessment of the Group's principal risks, including those that would threaten its business model, future performance, solvency or liquidity, together with the funding capacity and mitigating actions available to management. The principal risks with the greatest potential impact on viability are those that could cause a material reduction in revenue or gross margin compression, or both. The downside scenario has been calibrated to stress test these risks simultaneously. On the revenue side, the scenario models a 15% year-on-year decline, which is broadly equivalent to the worst single-year fall in the past 20 years and is more severe than the 13.6% decline experienced in FY2010 during the last global recession, covering the risk of a significant deterioration in global economic conditions. On the margin side, the downside scenario applies a reduction to the lowest gross margin recorded since acquisitions were restarted in FY2019. Commodity price increases and tariff-related costs are in any case passed on to customers through contractual or negotiated agreements. The four principal risks not covered in the 'Impacts modelled' table are addressed as follows: climate and environment is discussed below; access to finance is considered in the facilities and liquidity section; financial controls are not expected to have a material impact on viability given significant liquidity headroom; and acquisition integration does not arise given that no acquisitions are assumed in either scenario. The base case already incorporates sustainability-linked operating costs and relevant capital expenditure. The principal climate-related risks facing the Group relate to physical risks (such as extreme weather events affecting operations) and transition risks (such as evolving regulatory requirements and changes in customer demand); both categories are assessed as longer term in nature and are not expected to crystallise materially within the five-year assessment period. The Directors therefore do not believe climate-related risks will have a material adverse impact on the Group's viability over this period. Further detail is set out on pages 43 and 70 to 75. ## Stress testing and sensitivity analysis Sensitivity analysis has been applied to the base case financial projections, modelling a severe but plausible downside scenario informed by the Group's historical trading experience. The key assumptions applied in this downside scenario are as follows: - A year-on-year revenue decrease of 15% in year one and 10% in year two, informed by the worst two-year revenue decline experienced in the past 20 years (FY2015–FY2017, when revenue fell by 13.2% and 13.0% respectively), and broadly equivalent to the largest single-year decline observed in that period | Impacts modelled | Link to principal risks | | --- | --- | | Revenue decline | Market competition Customer concentration Global economic conditions Staffing and people Cyber and data security Product quality Technological change Regulatory compliance | | Gross margin decline | Supply chain Staffing and people Product quality Commodity price volatility and FX rates | --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 49 ## Viability statement continued - Gross margin reduced to the minimum level achieved in the period since acquisitions were restarted in FY2019 - Operating expenditure reduced by 5%, with one-off restructuring costs assumed, reflecting the cost of associated headcount actions - Year-one reduction in bonus payments, reflecting bonus targets being missed under this scenario - A working capital inflow assumed to commence after three months, as the natural reduction in revenue flows through inventory and receivables balances - Capital expenditure reduced down to maintenance-only levels at c.1% of revenue The Directors considered all scenarios materialising simultaneously. The downside impacts are modelled in years one and two only, with revenues and earnings recovering towards the base case trajectory from year three, consistent with the Group's historical experience that declines of this magnitude have not persisted beyond two years. Over the five-year assessment period, EBITDA is $334.4 million lower under the downside scenario compared with the base case, yet free cash flow under the downside is broadly in line with the base case, a variance of just $8.1 million. This reflects the natural working capital inflow and reduction in capital expenditure as revenues decline, which together broadly offset the fall in operating earnings. The key covenant ratios and minimum liquidity headroom across the assessment period under each scenario are set out below: | | Base case | Downside scenario | Covenant | | --- | --- | --- | --- | | Minimum liquidity headroom | $326.5 million | $326.1 million | | | Leverage (net debt / EBITDA) – maximum | 1.1x | 1.5x | < 3.0x | | Interest cover (EBITDA / interest) – minimum | 11.0x | 7.6x | > 3.0x | ## Facilities and liquidity At 31 March 2026, the Group had net debt (excluding operating leases) of $121.5 million, undrawn committed borrowing facilities of $218.9 million against its $400 million unsecured revolving credit facility ('RCF'), which is committed until June 2029 with no scheduled amortisation, leverage of 0.8x and interest cover of 10.4x, all comfortably within covenant limits. Subsequent to the year end, on 1 April 2026, $100 million of the $200 million uncommitted accordion was exercised, increasing the committed facility to $500 million with a remaining $100 million uncommitted accordion. Under all modelled scenarios, liquidity headroom throughout the assessment period is significant. The Group's financial covenants require leverage (net debt to underlying EBITDA) to remain below 3.0x and interest cover to remain above 3.0x. The Group remains comfortably within both covenants throughout the assessment period under all scenarios modelled. In assessing viability over the five-year period to 31 March 2031, the Directors have assumed that the Group will be able to refinance or extend its facilities as they fall due on terms broadly consistent with those currently in place. The Group has a strong track record of doing so, most recently refinancing in June 2024 and extending the RCF during FY2026. ## Reverse stress test A reverse stress test has been conducted to identify the magnitude of revenue decline that would be required before the Group would breach its financial covenants or exhaust its available liquidity within the assessment period. The analysis assumes management mitigating actions consistent with those applied in the downside scenario have already been taken and indicates that a revenue reduction of 38.5% below FY2026 levels would be required to trigger a breach of the leverage covenant. Significant liquidity headroom remained even under this extreme scenario. Further mitigating actions remain available to the Board, as described in the section below, which would push the breakeven point further still. For context, the largest single-year revenue decline in Volex's history, based on published Annual Reports and excluding the dot-com crash of FY2001-FY2002, was c.15%. The Group is considerably more diversified today than in the early 2000s, and the Directors consider a decline of this magnitude to be extreme and implausible. ## Mitigating actions The downside scenario incorporates mitigating actions that management would be expected to take in a significant downturn, as described earlier. Further mitigating actions within management's direct control, which have not been incorporated into the modelled downside, include: - Further reductions in operating expenditure, including hiring freezes, pay restraint and, where necessary, headcount reductions (e.g. in FY2014 and FY2016, operating expenditure was reduced by higher amounts) - Suspension or reduction of the dividend - Suspension or reduction of the share buyback scheme - Reduction in cash outflow for share-based incentive plans through the issue of new shares in lieu of market purchases - To the extent acquisitions are completed during the assessment period, a reduction in earn-out payments, which would naturally decline as acquired businesses miss performance targets in a severe downturn ## Viability statement Based on the assessment described above, 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 the five-year period to 31 March 2031. This conclusion is supported by the Group's strong liquidity position and significant covenant headroom, the resilience of free cash flow under the downside scenario, the availability of further mitigating actions not reflected in the modelled downside, and the scale of revenue decline that would be required to threaten viability under the reverse stress test. For further information on the Group's principal risks and uncertainties, please refer to pages 40 to 47. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the Year Ended 31 March 2026 50 # Sustainability ## Committed to our ambitions to be a responsible designer and manufacturer Sustainability is an integral part of Volex. We are proud to partner with our customers; many of whom are already at the forefront of the transition to a low-carbon economy. ### In this section: | Our sustainability strategy and framework | Page 51 | | --- | --- | | Three pillars of activity | Page 52 | | Progress on our three focus areas | Page 53 | For more information on sustainability at Volex, see our separate **Sustainability Report** at volex.com At Volex, our approach is built on using data-led insight gained from the implementation of our Sustainability Reporting System to determine our improvement priorities. Our Factory Sustainability Framework engages each of our sites in the sustainability improvement agenda while ensuring we work collaboratively, and in a coordinated way, to maximise the benefits of our scale. In FY2022, we established our approach to becoming a more sustainable company and we have aligned our improvement framework to the UN Sustainable Development Goals. We have established minimum sustainability standards for all operating locations to achieve and we have delivered improvements in a number of aspects of environmental management within key operational locations. In FY2026, our revenues increased by 14% compared to the prior year. Our scope 1 and 2 emissions reduced by 15% as our use of renewables increased by 113% during FY2026. We procured renewable energy certificates (I-RECs) equating to 10,800 tCO$_{2}$e. We remain committed to reducing our scope 1 and 2 emissions to a net-zero level by 2035. ## Management and stewardship Our Board has overall responsibility for the governance of the business The Safety, Environmental and Sustainability Committee provides the Board with regular updates and has delegated responsibility from the Board for these matters. In FY2026, the Committee has monitored the Company's decarbonisation progress closely, supported the formalisation of near and long term decarbonisation targets and was delighted to see these verified by the Science Based Targets initiative. The Committee continues to support the delivery of improvements in safety within Türkiye. Our Group Sustainability Steering Committee provides a global, strategic oversight while our regional and site-level management teams take the necessary actions to ensure that we continue delivering on the improvement programmes needed to achieve our sustainability ambitions. ## Building 'Excellence in Sustainability' at a factory level At Volex, we expect all factories to be making sustainability improvements as an integrated part of their efforts to boost operational excellence. Each of our factories is unique with differences in scope, scale and in the maturity of their operational excellence programmes. As a manufacturing organisation, we rely on site-level kaizen improvements to achieve success in everything that we do. We encourage all sites to develop their own improvement plans, aligned with their culture, community and local priorities. Each site produces a weekly kaizen report, which is shared with all other sites in the Group to allow them to replicate these improvement opportunities. Often, these reports include safety or environmental improvements along with more traditional kaizen initiatives that improve productivity or quality. We recognise excellence in sustainability at a site level through our annual Volex Site Excellence Awards programme and we operate a Kaizen Team Excellence Award programme to highlight and celebrate the best team kaizen initiative in each location every year. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 51 ## Sustainability ### Sustainability at Volex Sustainability is integral to our business. As a global specialist in power products and complex connectivity solutions, we provide our customers with supply chain, manufacturing, assembly and testing expertise. We are proud to partner with our customers, many of whom are already at the forefront of the transition to a low-carbon economy. Through our customers, many of our products, solutions and services are helping to power the drive towards a more sustainable future in line with the UN's Sustainable Development Goals. At Volex, we recognise that the world's climate is changing rapidly and that humanity must transition to a world which rebalances our use of carbon while matching levels of resource consumption with resource availability. In line with our obligations under the Paris Agreement, we have commenced our transition to become a net-zero emissions business. In FY2025, we started modelling our scope 3 emissions. In FY2026 our modelling covers emissions from all the relevant categories that we consider to be material. While our primary focus is to reduce our greenhouse gas ('GHG') emissions, we believe that our responsibilities are broader than this and that, as a responsible, trusted and sustainable business, we must address other environmental impacts such as our use of water and the management of any waste generated within our business. We strive to grow sustainably and to build operations that embrace decarbonisation and support environmental protection as a core principle. ### Our sustainability strategy As a global manufacturer we understand our place in the value chain of our customers. We are dependent upon a sustainable supply of resources and energy to enable us to meet the expectations of both our customers and the end-users of our power cords, connectors and harness assemblies. We recognise that, as a global manufacturer, we have a significant responsibility to protect and preserve these natural resources and to use energy as efficiently as possible. We are committed to having a positive impact on the communities in which we operate, while providing stable and meaningful employment to our workforce and minimising the negative impacts from our operations on the natural environment. Our products and solutions are part of a complex global value chain within which there is a significant prospect of substantial environmental emissions both in terms of purchased goods and services and emissions from upstream and downstream transportation and distribution. In FY2026, we have made progress in modelling our scope 3 emissions. Through our initial work, we have estimated that at least 93% of our total emissions could fall within the definition of scope 3 emissions as defined by the Greenhouse Gas Protocol. As a sustainable business that is growing rapidly, we know that our absolute emissions will increase year-on-year unless we can decouple our growth from the negative impacts that our operations cause to the natural environment. The acquisition of the Murat Ticaret business in FY2024 expanded the Group's operational footprint significantly and had a material impact on our sustainability performance. In FY2026, our ![img-25.jpeg](img-25.jpeg) carbon intensity (based on our scope 1 and 2 emissions) is 16.1 tCO$_{2}$e per $ million revenue comparing favourably to 21.6 tCO$_{2}$e per $ million revenue reported in FY2025. Our track record on improving our carbon intensity, a 54% reduction since FY2019, is very encouraging. This was one of the metrics behind our inclusion in Time Magazine's top 500 global companies listing for sustainable growth in 2025. We can report that for the first time in FY2026, as our revenues have increased by 14% we have successfully decoupled revenue growth from emissions growth. We delivered a 15% reduction in our scope 1 and 2 (market based) emissions. We would expect this rate of decoupling to further improve as our efforts to decarbonise the business accelerate. As a manufacturer, we recognise that the energy we consume to transform materials into our customers' products is the greatest contributing factor to our carbon emissions, making up 89% of the total reported scope 1 and 2 emissions in FY2026. Electricity consumption accounts for 77% of the total energy consumed by our operations. It is our responsibility, therefore, to strive for operational excellence in our manufacturing processes to ensure that we only use the optimum amount of energy necessary to produce our finished goods. Driving quality improvements so that products are built right first time, every time, thereby eliminating the inefficiencies of correcting or processing defective parts is an integral part of this mindset and our approach to operational excellence requires a relentless focus on kaizen. Our key challenges include sourcing energy responsibly, either directly through green energy supply contracts or through procuring I-RECs to reduce our carbon emissions per kilowatt-hour. We continue to scale our use of on-site solar power generation and are developing plans to further reduce our reliance on back-up diesel generators in our factories. We are working to electrify our forklift truck fleet, minimise waste to landfill by ensuring a right-first-time approach to our processes and ensuring that we reuse, repurpose and recycle any operational waste that is produced. We continue to deliver against our sustainability strategy by taking the necessary actions to deliver our sustainability agenda. Our framework identifies three key pillars of activity that underpin our efforts to improve our performance on sustainability. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 53 ## Sustainability continued | At Volex we strive to be: | Our improvement effort is focused on: | UN SDG | Metrics | FY2026 | FY2025 | | --- | --- | --- | --- | --- | --- | | **A Sustainable Business** | Delivering year-on-year improvements in process and production efficiencies | | Carbon intensity^{1} | **16.1** | 21.6 | | | Using our resources efficiently and maximising recycling rates across our operations | | Waste to landfill tonnes^{2} | **632** | 1,049 | | | | | Waste for incineration with energy recovery^{3} | **369** | 375 | | | | | Recycling rates^{4} | **86%** | 82% | | | | | Water intensity^{5} | **177** | 214 | | **A Responsible Business** | Ensuring all our employees are safe, healthy and engaged while at work | | Accident rate^{6} | **1.94** | 2.77 | | | Ensuring that all our workers receive competitive pay and benefits | | ISO 45001^{7} | **90%** | 56% | | | | | Employee turnover^{8} | **2.2%** | 3.1% | | | | | Absence^{9} | **3.6%** | 4.2% | | | | | Diversity^{10} | **57%** | 58% | | **A Trusted Business** | Delivering products and services to our customers that provide their power and connectivity needs, helping to power life and supporting the move to a greener economy | | % revenue from green products^{11} | **14.6%** | 16% | | | Operating our business ethically and with integrity, ensuring a robust code of conduct is embraced by all our employees | | Employees trained in equal opportunities and diversity^{12} | **6,422** | 7,328 | | | | | Employees trained in cybersecurity^{13} | **4,387** | 2,775 | | | | | ISO 9001^{14} | **100%** | 100% | 1. tCO2 e per $m revenue (scope 1 and 2 emissions). We include all material emission sources from within the financial control boundary and this is subject to limited assurance in accordance with ISO 14064-3 (2019). Greenhouse gases – part 3. 'Greenhouse Gases: Specification with guidance for the verification and validation of greenhouse gas statements.' In this metric we have excluded scope 3 emissions. The scope of our carbon emission measurement is shown on pages 58 to 60. 2. Tonnes of waste sent to landfill. In FY2026, our disclosure includes data from 100% of our factories. 3. Tonnes of waste sent to incineration with energy recovery. 4. The percentage of the total solid waste produced that is recycled. 5. Water intensity is reported as metric tonnes of water withdrawn per $m revenue. All sites report water usage data. 6. Lost-time accidents per million hours worked and inclusive of our temporary and agency workers. We report on, and include, all injury incidents including those involving contractors. A lost-time accident is any injury incident resulting in the loss of more than one day of time loss after the initial date of injury. This frequency rate is equivalent to 0.4 accidents per 200,000 hours worked. 7. The percentage of our total global workforce employed at an ISO 45001-certified location. Six further sites across Türkiye and India have gained this certification in FY2026. 8. Our turnover rate is the number of leavers divided by total workforce as a percentage. We report the average monthly turnover excluding leavers where short term fixed term contracts expire or where there is a redundancy. Our overall average monthly turnover for FY2026 is 2.2% (FY2025: 3.1%). 9. Our absence percentage is the number of hours of absence as a percentage of total worked hours. We report the average monthly absence percentage excluding holiday, off-the-job training and maternity leave hours. 10. The percentage shows the proportion of the total workforce who are female, based on our year-end actual workforce. 11. The percentage of our revenue from green products, specifically EV & Electrification sales. As a percentage this year this number has reduced as our revenues have grown in other product areas. 12. The number of employees who received training on equal opportunities and diversity in FY2026. 13. Number of employees participating in our monthly cybersecurity e-learning programme. This e-learning is applied to management and our professional workforce only. In total 4,387 undertook some form of cybersecurity e-learning programme during FY2026. 14. The percentage of the total workforce employed at an ISO 9001-certified location. 74% of our workforce is employed at an ISO 14001-certified location. All certifications are available on our website. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 54 ## Sustainability ### A sustainable business As a global manufacturer we recognise that we have a significant responsibility to protect and preserve natural resources and to use our energy as efficiently as possible. We are committed to having a positive impact on the communities in which we operate, providing stable and meaningful employment to our workforce while ensuring that we minimise any negative impacts on the natural environment from our operations. ### Climate change – responding to the challenges At Volex, we recognise that the world's climate is changing rapidly and that humanity must transition to a world which rebalances our use of carbon while matching levels of resource demand with resource availability. We recognise the increasingly disruptive changes that are taking place to the world's climate and we are committed to playing our part in tackling climate change. Our overall objective is to progressively reduce our carbon footprint across our value chain by delivering improvements within our own operations, across our value chain and through our engagement with external stakeholders. ### Materiality assessment In FY2026, we undertook a comprehensive materiality assessment with the support of external sustainability specialists, CEN Group. With the publication of the UK's Sustainability Reporting Standards in early 2026, while still voluntary, we chose to conduct a materiality assessment in alignment with the IFRS 51: General Requirements for Disclosure of Sustainability-related Financial Information standard and the Educational Material: Sustainability-related risks and opportunities and the disclosure of material information. The outcome of this materiality assessment has been reviewed and approved by the Board and is detailed within our Sustainability Report. Going forward, we will align our actions with IFRS materiality and move towards UK SRS. ### Climate-related Financial Disclosures In FY2026, we have completed a comprehensive analysis of climate-related risks and opportunities and this has been prepared in line with the full recommendations of the TCFD. This year, in preparation for our proposed move to a Main Market listing, we have worked to enhance our risk management framework, and have incorporated our climate-related risks and opportunities into the new Group risk management framework. We continue to evolve our non-financial disclosures in line with emerging recommendations and principles, ensuring we remain compliant with the reporting requirements in sections 414CA and 414CB of the Companies Act. Our full report is available on pages 66 to 76. ### Our roadmap to net-zero At Volex, we have committed to reducing our emissions to net-zero. In the short term, we continue our efforts to decouple any increase in our emissions from the growth in the business. Electricity is our principal energy source. We have accelerated decarbonisation by increasing our use of renewable electricity, either through expanding on-site solar generation or increasing the procurement of green energy directly from the grid. In FY2026, we received confirmation that our targets and decarbonisation roadmap had been verified by the Science Based Targets initiative ('SBTi'). Further information about our decarbonisation programme is available on page 51 and is described within our Sustainability Report. We have committed to near term targets (to be achieved by 2035) and we will reduce our scope 1 and 2 emissions by 90%. We will reduce our scope 3 emissions by 64%. We have committed to long term decarbonisation targets (to be achieved by 2050) that will bring our total scope 1, 2 and 3 emissions to net-zero (or earlier if otherwise agreed by the international community). During FY2026, we updated our base year to FY2025 to reflect the material changes to our business resulting from the 2023 acquisition of the Murat Ticaret business. Since FY2025, we report on all scope 1, scope 2 and material categories of scope 3 emissions. FY2025 will therefore remain our base year for emissions reporting and target-setting going forward. It is the year that we used for our SBTi submission. Clearly, if we undertake a further transformative acquisition then we will revisit our base year. We are reducing the carbon emissions associated with our operations. We have delivered a 25.6% reduction in our market based carbon intensity per $ million of revenue compared to the prior year and our carbon intensity (scope 1 and 2) has now reduced by 54% since FY2019. In FY2026, we have increased our use of on-site solar generation by 72%. This has prevented 822 tCO₂e of emissions (FY2025: 423 tCO₂e). In FY2025, in Türkiye we commenced the procurement of International-Renewable Energy Certificates ('I-RECs') which now cover the majority of our Turkish operations. In FY2026, our Batam, Indonesia site followed with the procurement of I-RECs using the TIGR mechanism (the primary tool used in the local market). Our investment in I-RECs, despite its deficiencies, demonstrates our commitment to source electricity from renewable sources. However, while we are taking steps to offset emissions in the short term, it is important to emphasise that this is not part of our long term strategy. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 55 ## Sustainability Our goal is to become a net-zero business, not a carbon-neutral one. As we work towards achieving this, we remain focused on reducing emissions at the source rather than relying on offsets. This includes expanding our use of on-site renewable energy generation, enhancing energy efficiency across operations and pursuing direct emissions reductions that align with our science-based targets. In the medium term, our aim is to reduce scope 1 and 2 emissions to zero and to achieve a significant reduction in scope 3 emissions by 2035, with the ultimate goal of achieving net-zero emissions across all scopes by 2050. Each year we will report on our progress in both our Annual Report and our Sustainability Report. We have established energy efficiency as a key pillar within our factory sustainability framework and improvement ideas that target energy efficiency are identified and implemented across the Group through our kaizen programme. ### Environmental policy At Volex, we are committed to conducting our business in an environmentally responsible way so as to benefit our shareholders, the environment and other stakeholders. We recognise the challenges facing the modern world from climate change and the urgent need for substantive action. Our environmental policy, available on our website, was launched in FY2024 after receiving Board approval. It includes 16 commitments focusing our improvement efforts in the years ahead. In FY2025, we developed and deployed minimum sustainability standards for all our sites to achieve. ### Enhanced sustainability disclosures Since FY2023, we have published a supplemental sustainability report in recognition of the growing demand from stakeholders for granular sustainability disclosures. In recent years our efforts have been recognised by organisations such as FT Europe and Time Magazine. In FY2026, we have raised our disclosures further with the publication of our first standalone Sustainability Report which is available on the Volex website. As a company our performance is rated by a variety of important disclosure platforms. Against the CDP framework we achieved a B rating for Climate, and a B- rating for our Water disclosures in FY2026. This acknowledges our strong management of climate and water-related risks across our operations. Against the EcoVadis framework we achieved a score of 71/100, placing us in the 84th percentile globally and earning us a Bronze medal. These independent assessments validate the progress we are making through our data-led sustainability framework and reinforce our commitment to transparent, credible ESG performance. ### Our progress in FY2026 #### Emissions Our revenues increased by 14% compared to the previous year. For the first time, even with continued business growth, we were able to reduce our emissions (scope 1 and 2) by 15%. Our scope 1 and 2 emissions are driven primarily by our energy consumption for our manufacturing operations, of which 77% relates to the consumption of electricity within our factories. ![img-26.jpeg](img-26.jpeg) We continue to report location-based emission figures as this best reflects how we operate our business. However with the adoption of I-RECs in Türkiye and Indonesia we must now also report on our market-based emissions as these are positively impacted by the procurement of I-RECs. In this report we will be reporting both location-based and market-based scope 2 emissions so that we provide our stakeholders with a clear and accurate representation of our environmental performance. Location-based figures reflect the average emissions intensity of the electricity grids in the countries where we operate and these are updated annually. Our market-based emission figures reflect our contractual purchases of renewable electricity. To ensure full transparency, our SECR (Streamlined Energy and Carbon Reporting) disclosures will utilise location-based emission figures reflecting actual grid electricity emissions prior to any offsetting and thus providing a comparable view of our total emissions. Our emissions intensity (market based) reduced by 25.6% in FY2026 (FY2025: 14.5%) supported by our procurement of I-RECs and the expansion of our use of renewable energy. We now have on-site solar generation at four facilities and have completed the first phase of a new installation of solar PV at our Batam, Indonesia site which will see the installation of 1.8 MWp of on-site solar. We also benefitted in FY2026 from the extended solar array at our Pune, India facility which increased their existing on-site solar from 145 kWp to 770 kWp. In Türkiye, we adopted a different approach with the procurement of I-RECs to cover the majority of our scope 1 and 2 emissions (FY2026: 92%). We expect to see a further reduction in emissions intensity as we complete our Batam solar installation and bring this online. Investigations continue to identify ways to reduce our use of diesel generators in those countries where a back-up power supply to the main electricity grid is required to support operations. We also need to decarbonise our use of gas-based heating systems in some of our Turkish factories. This will be necessary for us to achieve our 2035 decarbonisation goals. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 56 ## Sustainability ### Energy and efficiency improvement actions in 2026 As 77% of our energy consumption is electricity, it is essential that we are committed to improving energy efficiency across the business. As part of introducing the Volex Factory Sustainability Framework, we encourage each site to adopt energy efficiency measures. This includes the adoption of LED lighting solutions and, to date, we have achieved 86% LED adoption across the Group with more than 33,636 LED bulbs now in use. We have taken action to replace older, less efficient machinery with newer, more sustainable equipment. There are many ways in which we are increasing our energy efficiency, for example, by switching off machinery when not in use or by reducing the air pressure utilised by our compressed air systems. This improvement action alone delivers a number of benefits including a reduced energy demand. It also reduces noise levels and reduces health and safety risks. We have 27 on-site EV charging points installed at our operating locations. In the UK, our operations are fully compliant with the Energy Savings Opportunity Scheme (ESOS) Phase 3, with all required assessments submitted through the MESOS portal, further demonstrating our dedication to energy management and regulatory alignment. ### Water Volex is committed to reducing the amount of water used within our business. Our objective is to ensure that this precious natural resource is used sustainably and always returned to the water system in a good condition. In FY2026, we withdrew 220,411 metric tonnes of water (177 metric tonnes/$ million revenues) compared to 232,729 in FY2025 (214 metric tonnes/$ million revenues), a year-on-year improvement of 17%. We continue to assess the Group's exposure to water stress. We utilise Munich Re's analytical capabilities, which are based on the World Resources Institute's Aqueduct Water Risk Atlas. We re-assessed our sites using our FY2025 methodology for water risk. The results, scored from 1 (very low risk) to 5 (very high risk), remain unchanged from last year. 17% of our sites are in very low risk areas, 13% in low risk, 53% in medium risk, 13% in high risk, and 3% in very high risk areas. This reinforces our focus on minimising water consumption and strengthening water stewardship, particularly in higher-risk locations. None of our sites are high water consumers due to the nature of the manufacturing processes used within the business. Our China-based sites account for 28% of our global water consumption. Most of our locations' water use is minimal as it is not used in our traditional manufacturing processes. Some operations, including injection moulding and extrusion operations, do require process water, but these operate with closed-loop systems. Water efficiency is one of the improvement areas in our Factory Sustainability Framework and we implemented minimum water standards across all sites in FY2024. Other parts of our business are at risk of excess precipitation and by applying geospatial modelling to establish current physical risks and to assess how these vary across different IPCC Representative Concentration Pathway scenarios, it is possible to identify that six of our sites in our China, Asia and Türkiye regions have high to extreme precipitation stress risk exposure. ### Waste Volex is committed to reducing the quantity of waste, including hazardous waste, that is generated within the business and we are reducing our waste to landfill at several locations. Since FY2024, we have reported waste data from all our factories. As a Group we produced 7,340 tonnes of total solid waste (an 8% reduction compared to prior year). We increased our recycling rate to 86%. Our waste to landfill was 632 tonnes compared to the 1,049 tonnes that we reported in FY2025. All sites report waste data and at year end we had 61% of our sites operating at a 'zero waste to landfill' level. Our carbon emissions from waste was 377 tCO₂e compared to the 600 tCO₂e reported in FY2025. ### Environmental improvement activities Within the Volex Factory Sustainability Framework, every site is encouraged to adopt improvement initiatives that are materially relevant to their operations and local stakeholders. There are many examples each year of how our sites respond to this challenge; a number of Turkish manufacturing sites conducted tree planting activities as they marked World Environment Day in 2025. Other sites have implemented waste segregation systems or championed responsible water use. Several sites have expanded their use of on-site solar panels to reduce their carbon emissions including most notably at our Batam, Indonesia site which has commenced a major installation of PV across all three of its current buildings. ### Environmental product sustainability Many of our products are aligned to key ESG objectives, including those that we manufacture for electric vehicles, medical equipment, data centres, robotics and automation. In FY2026, 14.6% of Group revenues related directly to our products that support electric vehicles. This in turn was supported by an R&D budget of $4.3 million. We comply with the provisions of EU RoHS and EU REACH, and implement stringent controls to eliminate the use of hazardous substances. We offer products that are free from MCCP, phthalates, lead and DINP, and also produce a range of halogen-free cables. Our product engineers are constantly assessing ways of making our products more sustainable. We support voluntary requirements such as TCO, where Volex shares the same commitment as our customers to using safer alternative substances. TCO compliance requires supply chain partners to use only flame retardants, plasticisers and stabilisers that have been independently verified and included in the TCO Accepted Substance List (TCO ASL). Volex has supported TCO requirements across successive generations, including the latest TCO10+EPEAT standard. This focuses on optimising materials with lower environmental impact by replacing flame retardants with safer alternatives achieving benchmark scores of three and above. Our teams are constantly innovating to identify more resource-efficient ways of manufacturing our products. In our DE-KA business, their innovative use of bioplastics gained USDA approval for a bio-based power cord product. We are also advancing circular economy goals through product design and material procurement. For instance, natural coloured PVC insulation cables are widely used across various products, reducing scrap waste, and --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 57 ## Sustainability streamlined product designs help reduce material usage. Our use of recompounded thermoplastics whenever possible ensures recyclability without compromising performance. Our use of copper as a raw material is extensive and we have established in FY2026 that 6% of our total copper purchases contained recycled copper. This is our first step in increasing circularity with our copper usage. We support sustainable consumption by providing our power cord customers with a Letter of Warranty that includes best practices on product usage, storage and maintenance, helping to extend product life. While power cords are considered safety-critical and are mostly not designed for repair, we facilitate safe and certified replacement parts through authorised distributors. Clear labelling on each product and packaging ensures compliance with global safety and environmental standards, including the CE Mark, UKCA and the widely-used crossed-out bin mark that indicates that the product should be disposed of with normal household waste. Our labelling and material-sorting practices support appropriate disposal, recovery and recycling, contributing to circular material flows and reducing landfill impact. To ensure customer health and safety, all our products undergo regular independent audits and surprise inspections by safety bodies, with market sampling used to verify compliance. We maintain strict documentation to demonstrate compliance with advanced customer requirements such as halogen-free and phthalate-free products. These efforts reflect our ongoing commitment to environmental stewardship, safety and the long term durability of our products. ## Establishing the carbon footprint of our products and product life cycles Increasingly, our customers are seeking our assistance with the intricacies of product Life Cycle Assessment ('LCA') and Product Carbon Footprint ('PCF'). This is of particular interest to our power cord customers and the undertaking is no small feat, particularly within the dynamic landscape of manufacturing and supply chain management. The cradle-to-grave process inherent in our operations adds layers of complexity, as each component and stage requires careful scrutiny. Our robust product designs, while ensuring quality and reliability, contribute to this complexity, with multiple components even within a single finished product. We are at the start of our journey and each assessment provides us with greater insight and a more repeatable process. In FY2025, we achieved independent certification of our product carbon footprint methodology providing our customers with greater assurance about the quality of our disclosures. In FY2026, we have provided focused education and training to our senior management group on the principles of product life cycle assessment. ## Sustainable procurement We challenge our businesses through our Factory Sustainability Framework to focus on improvements within our global supply chain to reduce the inherent emissions from the transportation of products both internally and in our external supply chain. Changing the sources of key materials, reviewing packaging materials and packaging solutions, becoming more vertically integrated and considering greater use of local supply possibilities are all actions that enable us to further decarbonise our supply chain. In FY2024, we updated our Supplier Code of Conduct. In FY2026 we have deployed a sustainable procurement policy. Working with our global supply chain team we have raised their awareness of supply chain sustainability principles and reviewed our internal supplier audit practices to identify global best practices. We have implemented a comprehensive supplier ESG qualification process, which includes securing mandatory ESG agreements with suppliers before they are onboarded. These agreements cover key areas such as Controlled and Restricted Substances ('BCS'), conflict minerals reporting ('CMRT'), supplier risk assessments and adherence to the Volex Code of Conduct. Our suppliers are required to comply with ESG-focused audits assessing criteria such as human rights, anti-corruption, biodiversity conservation and environmental health and safety. We centrally manage strategic suppliers. In FY2026, 69% of our strategic suppliers submitted CMRT, up from 8.9% in FY2022. During FY2026, we conducted 112 supplier ESG audits, covering 8.9% of strategic suppliers, a level consistent with previous years. Our Supplier Code of Conduct adoption rate continues to rise, reaching 53%. As part of our commitment to sustainability, since FY2025, we have continued to design and implement sustainability workshops for our top 40 managers and leaders. Topics have included decarbonisation, product life cycle assessments and sustainable procurement. The training aimed to equip our leaders with the knowledge and tools needed to integrate sustainable procurement principles into our operations, fostering a more responsible and eco-conscious approach within the organisation. ## Looking ahead to FY2027 We will implement a structured Sustainability Assessment across our strategic suppliers, with a focus on building high-quality scope 3 data and integrating supplier-level KPIs into our systems over the coming years. We also plan to expand these activities to our recently acquired businesses, subject to feasibility assessments and integration readiness. As part of our circularity ambition, we will prioritise suppliers offering circular copper, an essential and highly recyclable material for our products, and develop the business case for increasing its use. These actions will support reductions in scope 3 emissions from purchased goods and strengthen our product-level emissions performance while advancing our long term responsible sourcing goals. ![img-27.jpeg](img-27.jpeg) --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 58 ## Sustainability continued ## Streamlined Energy & Carbon Reporting ('SECR') Statement FY2026 ### Company information Volex plc (the 'Company' and together with its subsidiaries the 'Group') is a public company limited by shares domiciled and incorporated in the United Kingdom under the Companies Act 2006. Its shares are listed on AIM, a market on the London Stock Exchange. The address of the registered office is given on page 208. ### Quantification and reporting methodology We report on all the material emission sources in line with an operational control approach method, as required in Part 7 under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013 and under the UK's Streamlined Energy and Carbon Reporting ('SECR') requirements. All operations globally have been included within this assessment. The financial boundary was reviewed and we have determined that all material emission sources have been captured within the assessment boundary. Our energy consumption and emissions data are reported in accordance with the Greenhouse Gas Protocol (GHG Protocol), Revised Edition and the Environmental Reporting Guidelines, including the SECR guidance dated March 2019. The GHG Protocol standard covers the accounting and reporting of seven Greenhouse gases covered by the Kyoto Protocol. We currently disclose our scope 1 and 2 emissions. We disclose against all material scope 3 GHG emissions at Group-level. **Table 1: Total Volex GHG emissions for the period 01 April 2025 – 31 March 2026\* (tonnes CO$_{2}$e$^{1}$ unless stated)** \* All sustainability data is reported using full calendar months. Therefore, there is a minor difference in our reporting periods. | Global GHG emission data in metric tonnes CO_{2}e | Units | 2026 | | | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | UK and offshore | Global (excl. UK and offshore) | Group Total 2026 | UK and offshore | Global (excl. UK and offshore) | Group Total 2025 | | **Scope 1: Direct GHG emission** | | | | | | | | | On-site diesel combustion | tCO_{2}e | – | 584 | 584 | – | 102 | 102 | | Refrigerant gas top-up consumption | tCO_{2}e | – | 218 | 218 | – | 148 | 148 | | On-site gas combustion | tCO_{2}e | 2 | 1,538 | 1,540 | 10 | 1,525 | 1,535 | | Company vehicle fuel | tCO_{2}e | – | 30 | 30 | – | 56 | 56 | | Company-owned vans/lorries | tCO_{2}e | – | 48 | 48 | – | 50 | 50 | | Company-owned car travel | tCO_{2}e | – | 118 | 118 | – | 121 | 121 | | **Total scope 1** | tCO_{2}e | 2 | 2,536 | 2,538 | 10 | 2,002 | 2,012 | | Grid electricity - non-renewable | tCO_{2}e | 8 | 28,018 | 28,026 | 7 | 26,158 | 26,165 | | District heating | tCO_{2}e | – | 218 | 218 | – | 211 | 211 | | **Total scope 2 (location-based)^{2}** | tCO_{2}e | 8 | 28,236 | 28,244 | 7 | 26,369 | 26,376 | | **Total scope 2 (market-based)^{3, 4}** | tCO_{2}e | 8 | 17,434 | 17,442 | 7 | 21,466 | 21,473 | | **Total scope 1 and 2 (market-based)^{4}** | tCO_{2}e | 10 | 19,970 | 19,980 | 17 | 23,468 | 23,485 | | Intensity metric: scope 1 and 2 GHG emissions per $m revenues^{5} | | 0.2 | | 16.1 | 0.1 | | 21.6 | | **Total scope 3** | tCO_{2}e | – | – | 416,131 | – | – | 440,316 | | **Total carbon emissions^{6}** | **tCO_{2}e** | – | – | 446,913 | – | – | 468,704 | 1 tCO$_{2}$e – tonnes of carbon dioxide equivalent emissions; this figure includes GHGs in addition to carbon dioxide. 2 Location-based. This allows comparison with previous years which have utilised the location-based reporting methodology. 3 Market-based. With our procurement of I-RECs in Türkiye and Indonesia we utilise market based reporting to show the positive impact on our emissions. 4 This has been adjusted to exclude the 10,800 tCO$_{2}$e that we have offset through our procurement of I-RECs. 5 Carbon intensity as a ratio of gross global emissions in tonnes of CO$_{2}$e per $m revenue is a common business metric for our industry sector. Our intensity calculation uses our market-based scope emissions. By comparison our location based carbon intensity ratio for FY2026 is 20.3 tCO$_{2}$e / m$ revenue. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 59 ## Sustainability continued ## Streamlined Energy & Carbon Reporting (SECR) Statement FY2026 continued Total carbon emissions is calculated by combining our location-based scope 1 and 2 emissions with our total scope 3 emissions. | Global GHG emission data in metric tonnes CO_{2}e | Units | 2026 | | | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | UK and offshore | Global (excl. UK and offshore) | Group Total 2026 | UK and offshore | Global (excl. UK and offshore) | Group Total 2025 | | **Scope 3: Indirect emissions in the value chain** | | | | | | | | | Category 1: Purchased goods and services | tCO_{2}e | – | – | **314,562** | – | – | 414,752 | | Category 2: Capital goods | tCO_{2}e | – | – | **14,100** | – | – | 1,081 | | Category 3: Fuel and energy-related activity | tCO_{2}e | – | – | **1,079** | – | – | 1,320 | | Category 4: Upstream transportation and distribution^{7} | tCO_{2}e | – | – | **1,608** | – | – | 8,103 | | Category 5: Waste generated in operations | tCO_{2}e | – | – | **377** | – | – | 600 | | Category 6: Business travel (Company-hired cars, grey fleet cars and flights combined) | tCO_{2}e | – | – | **1,692** | – | – | 1,854 | | Category 7: Employee commuting incl. home workers | tCO_{2}e | – | – | **10,232** | – | – | 12,606 | | Category 9: Downstream transportation and distribution^{8} | tCO_{2}e | – | – | **7,556** | – | – | – | | Category 11: Use of sold products^{9} | tCO_{2}e | – | – | **61,864** | – | – | – | | Category 12: End-of-life treatment of sold products^{9} | tCO_{2}e | – | – | **2,629** | – | – | – | | Category 15: Investments^{9} | tCO_{2}e | – | – | **432** | – | – | – | | **Total scope 3** | tCO_{2}e | – | – | **416,131** | – | – | 440,316 | | **Energy consumption** | | | | | | | | | Scope 1 | kWh | **8,237** | **11,690,286** | **11,698,523** | 51,564 | 9,718,141 | 9,769,705 | | Scope 2 | kWh | **182,520** | **55,740,049** | **55,922,569** | 133,146 | 50,878,433 | 51,011,579 | | Total energy consumption (scope 1+2) | kWh | **190,757** | **67,430,335** | **67,621,092** | 184,710 | 60,596,574 | 60,781,284 | | Intensity metric: total electricity consumption kWh per $m revenues^{8} | | | | | | | | | **Renewables^{9}** | | | | | | | | | Grid electricity - renewable | kWh | **139,330** | **5,472,822** | **5,612,152** | 97,489 | 2,342,557 | 2,440,046 | | Solar-generated electricity | kWh | – | **1,329,864** | **1,329,864** | – | 773,499 | 773,499 | | Grid electricity - renewable (saved emissions due to use of renewables) | tCO_{2}e | **27** | **3,108** | **3,135** | 19 | 1,375 | 1,394 | | On-site generated emissions | tCO_{2}e | – | **822** | **822** | – | 423 | 423 | $^{7}$ We report all transport-related emissions covering upstream and downstream logistics across our global supply chain. Using detailed shipment data from sites, we include all inbound and outbound movements paid by us or by our customers, giving a complete view of our logistics footprint. $^{8}$ Although on-site Company-owned solar power generation should be categorised in scope 1, we have presented our use of renewables and the associated emissions 'avoided' separately as they represent our combined use of zero emission power. $^{9}$ Additional scope 3 categories were assessed for the first time in the current year and therefore have no prior year comparative. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 60 ## Sustainability continued ### Scope 1 and 2 emissions Table 1 (above) shows the GHG emissions for the Group, broken down by scope 1, scope 2 and our scope 3 emissions for FY2026 and FY2025. Our reported emissions reduced this year by 15% despite our revenue growth rate of 14%. For the first time we have been able to reduce our emissions while increasing our revenues. Our emissions intensity has reduced by 26% from FY2025 and 54% compared to our base year in FY2019. ### Emissions by region (tCO₂e) Our global scope 1 and 2 emissions (market-based) can be reported regionally as shown in the table below: | | 2026 | | --- | --- | | UK | 10 | | America | 2,307 | | China | 9,570 | | Asia-Pacific | 5,800 | | Europe | 416 | | Türkiye | 1,877 | | **Group total emissions** | **19,980** | ### Scope 3 emissions In FY2026, we have evaluated our scope 3 emissions and have identified the following emission categories which we consider to be material: - Category 1: Purchased goods and services - Category 2: Capital goods - Category 3: Fuel and energy related activity - Category 4: Upstream transportation and distribution - Category 5: Waste generated in Operations - Category 6: Business travel - Category 7: Employee commuting incl. home workers - Category 9: Downstream transportation and distribution - Category 11: Use of sold products - Category 12: End-of-life treatment of sold products - Category 15: Investments Categories 11 and 12 relate to the use, and end-of-life treatment, of our sold products. Many of products are either sold with, or assembled into, a customer's final product. We can estimate these emissions, based on published emission factors and available industry data sets however we cannot directly influence either their use, or end-of-life treatment. Domestic electrical items will be subject to different recycling regimes in comparison to a bus or tractor for example. We do however respect our position in these value chains and will continue to work with our customers to develop products that can reduce our emissions under these emission categories. In FY2026, we have concluded that the following emission categories are not material or relevant to our business and will not include them in our disclosures. The excluded emission categories are: - Category 8: Upstream leased assets - Category 10: Processing of sold products - Category 13: Downstream leased assets - Category 14: Franchises ### Targets We disclose a wide range of metrics that underpin our assessment of climate-related risks and opportunities including GHG emissions, energy consumption, water use efficiency and waste generation. Since FY2024, we have focused on the integration of the Murat Ticaret business and have prioritised the establishment of sound data capture and management processes at these new sites. In FY2025, we established our full scope 3 footprint as part of establishing a comprehensive carbon inventory. Our FY2025 carbon inventory serves as the base year for our SBTi-approved emissions reduction targets. Against each of our climate-related risks and opportunities, we have identified a number of key metrics that we track internally. These metrics are listed against the risks and opportunities in the tables in the Strategy section below. We will continue our efforts to enhance our data capture and management process going forward, both to ensure appropriate monitoring of our climate-related risks and against our climate-related targets, and to ensure our readiness to meet the reporting and assurance requirements of the evolving legislative landscape. ### Climate-related targets We remain committed to our carbon reduction ambitions. During FY2026, we received confirmation that the targets set out below had been validated by SBTi: - Near-term targets, from our base year of FY2025, we will, by FY2035: - reduce by 90% our absolute scope 1 and 2 GHG emissions - reduce by 90% our absolute scope 3 GHG emissions from fuel and energy related activities and waste generated in our operations - reduce by 66% our scope 3 GHG emissions intensity ratio which is tCO₂e per USD gross profit - Long-term target, from our base year of FY2025, we will, by FY2050: - reduce by 95% our absolute scope 1, 2 and 3 GHG emissions Now that these targets have been validated we are developing our Net-Zero Transition Plan, outlining the key steps that we plan to take to operationalise our ambitions while minimising the risks from climate-change. This will be published during FY2027. ### Data assurance In FY2026, we again engaged with Carbon Footprint Ltd to undertake an independent verification of our carbon footprint assessment and supporting evidence of our scope 1, 2 and 3 emissions. A copy of their report is available on our website. Their verification was conducted in accordance with ISO 14064-3 (2019): Greenhouse gases – part 3: 'Greenhouse Gases: Specification with guidance for the verification and validation of greenhouse gas statements.' Page 3 of the Carbon Footprint Report confirms that this provides a limited level of assurance. Page 16 of the Carbon Footprint Report confirms that Volex has established appropriate systems for the collection, aggregation and analysis of quantitative data for the determination of GHG emissions for the stated period and boundaries. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 61 ## Sustainability ### A responsible business Our 'Responsible Business Goal' is to create an environment where our people can be at their best. This aligns with a number of the UN SDGs specifically: 3 "Ensure healthy lives and promote wellbeing for all at all ages", 4 "Ensure inclusive and equitable quality education and promote lifelong learning opportunities for all", 5 "Gender equality", 8 "Decent work and economic growth", and 10 "Reduced inequalities". At Volex, we believe that being a responsible business starts with ensuring the health and safety and wellbeing of our workforce. We are committed to the continuous improvement of health and safety within our business. We have prioritised safety-related improvements as we believe that creating a safe working environment is the foundation for any manufacturer to build an engaged and stable workforce. With a great safety culture in place, we can progress to develop a world-class culture that values diversity and inclusion, learning and employee engagement. #### Health, safety and wellbeing Our Responsible Business Goal is to improve the physical and mental health and wellbeing of our employees and to provide them with a safe place to work. This aligns with the UN SDG 3 "Good health and wellbeing". Our people are our most important asset and, as a manufacturing company, our primary focus is on ensuring safety in our factories. We are committed to ensuring that all of our employees have a safe place to work. We achieve this through ensuring robust health and safety management systems and through a strategy of risk reduction and accident and injury prevention. We are committed to ensuring that employees receive all appropriate health and safety training. Our primary KPI for safety is the number of lost-time accidents, which we define as being any injury accident that results in more than one day of time lost. We are determined to reduce the number and severity of accidents in our operations. The scope of our health and safety reporting disclosures for FY2026 covers 100% of our workforce. We include accidents or injuries affecting our contractors, temporary or agency-based workers in support of our business. Acquired businesses report incidents from day one of ownership. We have not had a fatality in our business in the period FY2020 to FY2026 inclusive. In the Murat Ticaret business we have achieved a 28% reduction in lost-time accidents. In the non-Murat Ticaret business, we had 27 lost-time accidents (FY2025: 38) of which 13 occurred within our DE-KA business which delivered a 32% reduction in accidents compared to the prior year. Our overall accident frequency rate was 194 lost-time accidents per million hours worked, an improvement on the prior year (FY2025: 2.77). Our severity rate improved to 0.03, this reflects a 37% reduction in the number of days lost due to injuries from lost-time accidents. We continue to work on increasing the number of near-miss incidents that are reported as we recognise that we underreport against the principles of the Heinrich Safety Triangle. The primary cause of lost-time accidents (52% of accidents in FY2026) has been employees injuring their fingers and hands, often when coming into contact with moving machinery. In FY2026, this represented 28% of our total lost-time accidents (FY2025: 21%). We continue to focus on machinery safety and continue to make significant improvements in eliminating risks and reducing hazard levels across our sites within Türkiye. Our target is for all our sites to operate a certified health and safety management system. 90% of our global workforce is currently employed in an ISO 45001-certified facility. Compliance with these management systems is ensured through an external audit process with independent assessments by companies such as Bureau Veritas, TUV and Intertek. In FY2026, we trained 9,296 (86%) of employees in health and safety. | | FY2026 | FY2025 | | --- | --- | --- | | Number of fatal accidents | – | – | | Number of lost-time accidents | 65 | 90 | | Number of sites with zero lost-time accidents | 7/23 | 12/27 | | Number of all injury accidents | 179 | 229 | | Number of near-miss incidents | 401 | 361 | | Accident frequency rate | 1.94 | 2.77 | | Days lost due to lost-time accidents | 917 | 1,456 | | Accident severity rate | 0.03 | 0.04 | | Number of on-site plant safety reviews | 19 | 12 | | Workforce (%) covered by ISO 45001 | 90 | 56 | | Number of employees receiving H&S training | 9,296 | 11,531 | --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 62 ## Sustainability ### Actions taken to improve health, safety and wellbeing Since 2019, we have adopted a rigorous approach to reducing risk across all of our factories. We implemented our Group health and safety policy, approved by the Board, to all sites. We require all sites to follow our Group's incident reporting process ensuring that all serious incidents, including lost-time accidents, are quickly and professionally reported to management, including the Group's Chief Operating Officer. Every lost-time accident is investigated by the local management team and every incident report and corrective action plan is reviewed by our Group HR Director. Feedback on safety causation and trend information is regularly provided to the Board through the Safety, Environmental and Sustainability Committee. We completed 19 Plant Safety Reviews during FY2026 and these were primarily focused on our manufacturing facilities in Türkiye where we continue to focus on establishing minimum standards and reducing risk levels across these sites. The use of unannounced senior management safety walks continued in FY2026. ### Diversity We are committed to developing a diverse and inclusive workforce and to being an equal opportunity employer. These commitments, which include a commitment to non-discrimination in our recruitment and promotion processes and a commitment to a zero-tolerance approach to harassment and child labour, are all enshrined within our Code of Conduct, which is endorsed and overseen by our Board. We believe that the ability of our employees to progress within the Company must only be linked to their efforts and abilities. Our overall workforce gender diversity is well balanced with 57% of our workforce being female and the global nature of our operations ensures a broad representation of nationalities and beliefs are present within our global workforce. Female colleagues represent 25% of our global management team and 17% of our executive team and 14% of our Board. Each year, we aim to deliver training on equal opportunities and diversity-related topics to our workforce. 6,422 employees received this training in FY2026. A number of sites employ individuals with a range of physical disabilities often in collaboration with local programmes. ### Talent development and performance management Volex is committed to promoting career development and ensuring training for our workforce. All of our businesses are proactive in anticipating both short and long term employment needs and skill requirements. All employees are encouraged to actively engage in their career development and take up the training and developmental opportunities that are available across the Group. Since 2020, we have operated a robust talent review process in the first quarter of each financial year. We work with local schools and colleges to raise awareness about engineering and manufacturing career pathways. We offer internship programmes and apprenticeships in a number of countries to develop internal pipelines of talent to support our growth ambitions. In our Americas region alone, 260 individuals gained internal promotion into senior staff and managerial positions in the year. 2,747 colleagues (22%) of our total workforce) received an annual review during FY2026. For our senior 343 employees, we manage their performance with an online performance management system. First implemented in FY2021, this system ensures clarity of role, alignment of objectives, regular reviews and feedback and a consistent year-end evaluation. Our shop floor-based employees receive skills-based assessments each year, but these are local processes and are excluded from the management and staff review processes and from the numbers reported above. ### Career management Since FY2022, we record our investment in training hours and spend across our business. All new employees received an induction and job-orientation programme appropriate to their role in the Company. Where job-specific qualifications and certifications (FLT certifications, firefighting and other safety-related trainings) are required, these are delivered in accordance with local requirements. In FY2026, we recorded 107,948 hours of training (nine hours per person). This training represented an investment in 'off-the-job training' in excess of $481,320 (FY2025: $348,735). On page 53 of this report, we state the number of employees receiving training on health and safety, equal opportunities and diversity, as well as core e-learning topics including cybersecurity, modern slavery, conflicts of interest and anti-bribery and anti-corruption. ### Engagement within our communities The communities in which we operate are vital to our workforce and many of our sites have continued to engage proactively with their communities, supporting a variety of important causes. Our sites get involved in many different ways, including supporting blood donation programmes, conducting litter picks, planting trees or participating in charity races in support of cancer care and prevention organisations. Some examples include our Bydgoszcz, Poland site which supported their local animal shelter and prepared Christmas gifts for children at a community care centre. Our Suzhou, China site sent volunteers to support a local special school. Our Komarno, Slovakia team continued their annual tradition of making a financial donation to a local children's orphanage. In FY2026, across the Group, we donated $10,921 (FY2025: $54,404) in cash to recognised charities. ### Workforce engagement and culture Our goal is to create a great place to work for our employees. We have adopted two key measures to assess the levels of workforce engagement. As part of our growing focus on sustainability, we provide regular updates on issues affecting workforce engagement and culture to the Board via the Safety, Environmental and Sustainability Committee. In FY2022, we established a base year for a comprehensive set of people-related metrics for our global workforce, including absence, employee turnover and other metrics such as diversity. Absence and turnover levels are powerful indicators of our workforce culture and levels of engagement, when considered alongside other indicators such as safety incident rates or the success of our employee referral programmes. This programme encourages colleagues to recommend Volex as a great place to work to encourage their friends and colleagues to join our workforce. In FY2026, many of our sites organised workplace celebrations for a variety of occasions, including festivals, --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 63 ## Sustainability religious holidays, seasonal celebrations and global recognition events, such as International Women's Day on 8 March. With our move to the Main Market we note the increased expectations for listed companies under the UK's Corporate Governance Code in relation to Workforce Culture and Engagement. Our Board will nominate a member of the Board to focus specifically on workforce engagement and plans are already underway for the Company to pilot a global employee engagement survey in FY2027 with plans for a full deployment in FY2028. Further focus will be on developing a mental health and wellbeing policy and action framework and also continuing to develop the use of employee focus groups facilitated by senior leadership to strengthen our employee listening processes across the business. ### Absenteeism Absence levels are a powerful indicator of culture and levels of employee engagement. We have established a global framework to monitor absence consistently. We use an adjusted measure for absence within the business that excludes hours of holiday, maternity leave and 'off-the-job' training. Total absence levels are also recorded. In FY2026, 3.6% of all worked hours (on average each month) were lost due to absence factors, including sickness, but excluding holidays, training and maternity leave. Many of our sites make substantial efforts to promote health and wellbeing within our workforce including the use of calisthenics during each shift to help our employees maintain their health in the workplace and this acts as a preventative measure for ergonomic injury or absence. Many of our other sites have specific improvement programmes focusing on the improvement of ergonomics within the workplace and all sites are working to eliminate lost-time accidents, which accounted for 917 days of absence in FY2026. ### Employee turnover Turnover levels are another powerful indicator of culture and provide an indication of employee engagement levels, although they can be affected by external factors, including changes to the local labour market. Our focus is to reduce voluntary employee turnover which occurs when an employee decides to end their own employment relationship. It excludes terminations caused by the expiry of a fixed term employment agreement or where an employment agreement is terminated for some other substantial reason such as misconduct or a restructuring. For FY2026, total employee turnover across the Group was 3.9% (average monthly turnover) although some sites continued to face local challenges of high turnover, particularly within their shop floor-based roles. If the expiry of short term or fixed-term contracts is excluded from this data, then the adjusted employee average monthly turnover for FY2026 was 2.2%. ### Employee referral programmes We believe in the principle that our employees should be the best ambassadors of our business. We therefore encourage every site to operate an employee referral programme whereby employees can financially benefit if they refer a potential employee who is hired and succeeds in their role. In FY2026, 636 new colleagues, 13% of all new hires, came through employee referral. This is a policy that we are working to implement as a standard across all operating locations. ### Engaging with our social partners In FY2025, our Board approved our Human Rights policy. This policy confirms that we fully respect the international principles of freedom of association and respect the rights of all workers to exercise their rights to organise. These are fundamental principles which have developed in the workplace and that have been shaped by instruments such as the Universal Declaration of Human Rights, the International Labour Organisation's 1951 Convention and the European Convention on Human Rights. Today around 81% of our global workforce has formally established recognition or collective bargaining agreements with a trade union. Where formal structures don't exist, then we encourage employee representatives to meet with management to discuss material issues; an example of this is our bipartite committee which works together with management to ensure effective two-way communications with the workforce in our largest site, in Batam, Indonesia. ### Looking ahead to FY2027 In light of our proposed move to the Main Market we are already taking steps to enhance workforce culture and engagement. As a manufacturing company, the majority of our employees work in manufacturing areas where access to computers and intranets is limited. In these areas team and individual communications comes from colleagues who perform leadership roles in our operations. These individuals have a uniquely important role in developing our culture. We are committed to deploying a global employee engagement survey. Until this is launched we continue to use other means to listen to, and to engage with, our employees across all levels and functions in the business. ![img-28.jpeg](img-28.jpeg) --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 64 ## Sustainability ### A trusted business #### Governance and Compliance Ensuring that the business operates an effective governance framework is a key challenge for us as we continue to grow. Providing clear guidance to all employees, especially those who join the Group through an acquisition, is an essential task so that we can ensure fairness and consistency around compliance and ensure that any concerns are quickly identified and corrected. #### Volex Code of Conduct We have a well-established Code of Business Conduct that provides a foundational framework for all sites to use to train our employees in the core principles, policies and values of our Company. It is provided to our employees in all of our core local languages. We continue to review its scope and effectiveness and it is reviewed annually by our Board of Directors. #### Whistleblowing and Speak Up We upgraded our Speak Up policy in FY2022. Our Speak Up policy framework is communicated to all employees in local languages. We continue to partner with NAVEX EthicsPoint to provide an independent incident response and reporting solution that is accessible 24/7. We have implemented this across the Group, providing access and information in 12 local languages. Reports can be made anonymously by anyone, including customers, suppliers and, of course, our employees. Reports are confidential and are handled independently by EthicsPoint, who submits the reports to nominated Volex executives. Our Speak Up policy is available on our website and contains five principles, including a commitment to non-retaliation. In FY2026, we had 376 cases of which 97% came from within our most recent acquisition, our Murat Ticaret business. With the oversight of the Audit Committee in FY2026, we reviewed the categorisation of these Speak Up complaints and established three severity categories (high, medium and low). Only four Speak Up reports were categorised as either high or medium severity. All cases are reviewed by nominated Executives and the Board's Audit Committee is updated periodically. #### Anti-bribery and anti-corruption As a Group, we prohibit any form of bribery and corruption. We have a clear policy on anti-bribery and anti-corruption, which has been reviewed and approved by the Board, covering all elements of our workforce. This policy is available on our website. Our commitment is also enshrined within the Group's Code of Conduct. Each year, all eligible employees are required to undertake comprehensive e-learning programmes on topics including anti-bribery and anti-corruption. In FY2026, 2,327 employees completed this training programme (FY2025: 589 employees). Eligible employees include those in sales, procurement and other management and administrative functions. The number of employees disciplined or dismissed due to non-compliance with the anti-bribery and anti-corruption policy was one in FY2026 (FY2025: zero). #### Modern slavery and human rights Within our direct operations and across our supply chain we fully support the principles for human rights that are established and recognised by the international community and those enshrined within the UK's Modern Slavery Act 2015. We strictly prohibit the use of forced labour. Since FY2024, we have provided nominated employees with e-learning training focused on human trafficking and modern slavery risks within our own workforce and across our supply chain. In FY2026, 1,820 employees completed this training. As a business operating within the electronics industry, we comply with the requirements of the Responsible Business Alliance ('RBA') and our largest sites are regularly independently audited under this framework. Our largest plant located in Batam, Indonesia and our China facilities are rated as Silver. The RBA's framework aligns with the UN's Guiding Principles on Business and Human Rights and is derived from and respects international standards, including the ILO Declaration on Fundamental Principles and Rights at Work and the UN's Universal Declaration of Human Rights. Each year we publish our annual Modern Slavery Statement. This is reviewed and approved by our Board of Directors. Our Modern Slavery Statement is available on our website. Our human rights policy, established in FY2025, has been reviewed and approved by the Board and it is available on our website. #### Cybersecurity The Company has a robust information systems, technology and cybersecurity framework. Business Continuity Principles are in place across the Company and are subject to regular testing. Our IT User Code of Conduct is communicated in local languages to all employees. We have a framework of e-learning training programmes and we require all IT-enabled users to complete both monthly and annual e-learning activities. In FY2026, 1,510 colleagues completed the monthly bite-sized cybersecurity training and in FY2026, 4,387 employees completed the annual e-learning training requirements. --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 65 ## Sustainability ### Conflict minerals and responsible minerals Volex has a dedicated policy addressing the issue of conflict minerals. We are committed to avoiding and eliminating the use of conflict minerals in our products. We ask our suppliers to ensure that the materials used in the components and products that they supply to us, including tin, tantalum, tungsten and gold, are conflict-free. We continue to strengthen our Supplier Code of Conduct and each year, we conduct systematic audits across our supply chain. Our Responsible Minerals Policy is available on our website. ### Quality management All of our sites operate ISO 9001 certification with many going further and gaining industry-specific quality management certifications, including IATF 16949, ISO 13485, TL 9000 and AS9100D. Each of these standards drives a series of independent verification audits ensuring that our quality management approach remains robust. Quality excellence is a central focus for our global Volex Excellence System, which drives the principles of manufacturing excellence across all our sites. Through a relentless focus on kaizen, all sites report on and share their kaizen activities on a weekly basis. We have annual programmes to encourage, celebrate and recognise site excellence both at a team and site level. Our management system reviews many aspects of our quality performance on a monthly basis, focusing both on internal and external defect rates, delivery performances and levels of customer satisfaction through our customer scorecard methodology. ![img-29.jpeg](img-29.jpeg) ### Environmental management and sustainability Volex has a dedicated policy addressing Environmental Management within our business, which was published in FY2024 and, in FY2025, we defined minimum sustainability standards for all sites to achieve. Our commitment to sound environmental stewardship is enshrined within the Group's Code of Conduct, which has Board approval and oversight through the Safety, Environmental and Sustainability Committee. We are committed to minimising the impact of our business on the local environment in which we operate. In FY2023, we strengthened the alignment of our sustainability strategy to the United Nations Sustainable Development Goals to ensure that, as we develop our strategy, we are clear on how our efforts align with the wider sustainability agenda. We operate a governance structure that periodically reports into our Board, ensuring that responsibilities and accountabilities for delivering on our commitments in sustainability are properly cascaded into our regional management teams, who are best placed to drive the improvement activities within their regions. ### Environmental management systems A key element of our environmental policy is to ensure that all our factories have an environmental management system that is accredited to international standard ISO 14001:2015. 74% of our global workforce currently works in a factory which is ISO 14001-certified. Compliance is ensured through our internal audit process, together with regular external independent audit assessments. We did not receive any environmental fines or penalties in the period FY2023 to FY2026. ### Looking ahead to FY2027 We continue to encourage all operating locations to broaden and deepen their environmental management efforts by embedding community impact into everyday practice. This includes expanding educational activities that build environmental awareness among employees, families and local schools, as well as increasing participation in clean-up initiatives, tree-planting events, and other hands-on sustainability actions. By empowering sites to design programmes that reflect local needs, we strengthen our collective contribution to biodiversity, climate resilience and community wellbeing. These initiatives not only enhance environmental outcomes but also reinforce a culture of shared responsibility and long term stewardship across all Volex locations. ![img-30.jpeg](img-30.jpeg) --- / STRATEGIC REPORT Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 66 # Non-financial and sustainability information statement ### Introduction As a manufacturer with a global operation, supply chain and customer presence, Volex recognises the importance of understanding the current and future potential impacts of climate change on our business. We also take the responsibility that the Company holds in reducing its direct impact on the planet seriously. We are pleased to announce that our near term, long term and net-zero targets have been validated by the SBTi during FY2026. Following this, we have focused on enhancing our risk management framework in preparation for our move to the Main Market of the London Stock Exchange and incorporating our analysis of climate-related risks and opportunities therein. In addition, we have taken the first steps to prepare for International Sustainability Standards Board ('ISSB') and UK Sustainability Reporting Standards ('UK SR5') S2-aligned reporting, by updating our materiality assessment and reviewing our existing climate disclosures to identify gaps in our analysis that we can work towards throughout FY2027. The following report covers the Board's oversight of climate-related issues, the Group's integration of climate change within our overall risk management processes; our strategies for managing climate-related risks; and relevant metrics used to measure progress towards our climate targets. The Board notes the requirement for mandatory climate-related disclosures under UK Listing Rule 6.6(8)R and the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022, which this report addresses. This will become a mandatory requirement upon Main Market admission. In setting out this report, we have referenced the full TCFD-recommended disclosures as detailed in 'Recommendations of the Task Force on Climate-related Financial Disclosures' 2017, with use of additional guidance from 'Implementing the Recommendations of the Task Force on Climate-Related Financial Disclosures', 2021. Additionally, following amendment of sections 414C, 414CA and 414CB of the Companies Act 2006, the Group has indicated in the adjacent table which of the climate-related disclosures, outlined in Section 414CB, are addressed by the TCFD-recommended disclosures, alongside the pages of the 2026 Annual Report and Accounts where these are located. | Recommendation | Recommended disclosures | Page reference | CA 414CB | | --- | --- | --- | --- | | **Governance** Disclose the organisation's governance around climate-related risks and opportunities | a) Describe the Board's oversight of climate-related risks and opportunities | Page 67 | [a] | | | b) Describe management's role in assessing and managing climate-related risks and opportunities | Page 67 | [a] | | **Strategy** Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation's businesses, strategy, and financial planning where such information is material. | a) Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term | Page 68 | [d] | | | b) Describe the impact of climate-related risks and opportunities on the organisation's businesses, strategy and financial planning | Page 68 | [e] | | | c) Describe the resilience of the organisation's strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario | Page 69 | [f] | | **Risk management** Disclose how the organisation identifies, assesses, and manages climate-related risks. | a) Describe the organisation's processes for identifying and assessing climate-related risks | Page 68 | [b] | | | b) Describe the organisation's processes for managing climate-related risks | Page 69 | [b] | | | c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation's overall risk management | Page 69 | [c] | | **Metrics and targets** Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material. | a) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process | Page 58 to 59 | [h] | | | b) Disclose scope 1, scope 2, and, if appropriate, scope 3 greenhouse gas ('GHG') emissions, and the related risks | Page 58 to 59 | [h] | | | c) Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets | Page 60 | [g] | --- / STRATEGIC REPORT Volex plc Annual Report and Accounts for the year ended 31 March 2026 67 ## Non-financial and sustainability information statement ### Climate-related financial disclosures continued ## Governance ### Board level The Board of Directors has oversight and ultimate responsibility for Volex's sustainability strategy, targets, disclosures and reporting. The Board's responsibility includes (but is not limited to) climate-related risks and opportunities and the monitoring of Group performance towards achieving climate-related targets in line with TCFD recommendations. The Board regularly considers climate-related issues when reviewing and guiding strategy, such as inclusion of ESG factors within the due diligence processes that take place prior to acquisitions and overseeing the sign-off of major capital expenditures. Extensive environmental due diligence was undertaken prior to the 2023 acquisition of Murat Ticaret, for example. This year, the Board has overseen the enhancement of the risk management framework and the incorporation of climate-related risk into the framework. The Board receives quarterly updates at Board meetings on key sustainability matters that impact the sectors in which the Group's businesses operate, including climate-related risks and opportunities as relevant, and on the specific measures that need to be implemented to drive improved climate-related performance of the businesses. The Board delegates responsibility for driving ESG strategy, including responsibility for identifying, considering and managing climate-related risks and opportunities, to the Safety, Environmental and Sustainability ('SES') Committee, whose members include the Chief Executive Officer, an independent Non-Executive Director and the Group's HR Director. The SES Committee reports to the Board following its biannual meetings. Through this process, the Board is formally updated on climate-related risks and opportunities twice a year. The Board is also responsible for approving the climate-related financial disclosures each year, including disclosures related to climate risks and opportunities. Likewise, the Board delegates responsibility for overseeing and monitoring progress against our climate-related targets, including our now SBTi-validated emissions targets, to the SES Committee. The Board is therefore informed on progress as the Committee reports to the Board twice per year. In addition, the Board is responsible for approving all annual disclosures made in the Annual Report and Sustainability Report, which include detailed disclosures on emissions performance. The Board is yet to deploy a firm link between Executive remuneration and ESG indicators, however the Board has resolved that its Remuneration Committee will review this on an annual basis. ### Management level At the management level, an executive Group Sustainability Steering Committee (formed of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Group HR Director) is responsible for developing the climate agenda and driving its implementation at an operational level, including identification, assessment and management of climate-related risks and opportunities. The Sustainability Steering Committee discusses and reviews all sustainability data, performance and targets as they develop at quarterly meetings. The Sustainability Steering Committee reports to the Board-level SES Committee twice per year. Each Regional Chief Operating Officer ('COO') has responsibility for managing climate-related risks and opportunities, and implementing the sustainability strategy in their locality, including coordinating sustainability improvement activities. Site-level sustainability reviews are conducted to inform regional actions plans that are managed locally. Every employee is kept informed of role-relevant behaviours that promote Volex's commitment to sustainability and climate resilience. All manufacturing sites submit greenhouse gas emissions data, alongside an extensive range of other sustainability-related data, to the Group on a monthly basis through the Group's Sustainability Reporting System. Through this process, information on climate-related risks and opportunities is fed up to Board level via the SES Committee, to be integrated into risk assessment and strategy development. ## Climate governance structure ![img-31.jpeg](img-31.jpeg) --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 111 # Audit Committee Report continued ## Internal audit The Group's internal audit function is co-sourced with EY. The function operates under Terms of Reference approved by the Committee, with a direct reporting line to the Chair of the Committee. The Committee approves the annual internal audit plan and reviews progress against that plan at each meeting. The FY2026 plan was structured around a rotational programme of global site reviews, with the frequency and timing of each review determined by the type of site or business (established Volex site or recent acquisition), the size and scale (principally measured by revenue and operational footprint), and the timing of prior audit coverage. Two site audits were completed during the year, covering manufacturing operations in Asia and in Türkiye. In addition, the function delivered an advisory engagement to support the Group's preparation for Provision 29, focusing on the review of principal risks and the development of the material control framework. The Committee reviewed all internal audit reports issued during the year and tracked the implementation of agreed actions at each meeting. Management has agreed and is implementing the recommended actions arising from each audit, and the Committee monitors progress against agreed timelines. The Committee has reviewed and approved the FY2027 internal audit plan, which continues the rotational site-based approach with planned coverage including the deferred Silcotec review, a follow-up review at Murat Ticaret, and reviews at Irvine Electronics and Batam. The Committee considers the internal audit function to be adequately resourced, structured appropriately and effective in providing the assurance required. ## External audit PricewaterhouseCoopers LLP ('PwC') has served as the Group's external auditor since 4 April 2010. The lead audit partner was last rotated at the start of FY2022. In line with FRC requirements on lead partner rotation for Public Interest Entities, a new lead audit partner will be appointed for the audit of FY2027, with shadowing arranged during the FY2026 audit cycle to support continuity. ## Audit fees Audit fees in respect of the year were $1.4 million (FY2025: $1.4 million). Non-audit fees in the year were $0.5 million (FY2025: $nil), comprising $0.5 million in respect of PwC's role as Reporting Accountant in connection with the Group's planned admission to the Main Market of the London Stock Exchange, and $nil in respect of other permitted services. ## Non-audit services policy The Group operates a non-audit services policy that is consistent with the FRC's Revised Ethical Standard. The policy prohibits engagement of the external auditor for the services identified as prohibited under the Ethical Standard, and permits engagement for services that are audit-related or otherwise closely linked to the auditor's role. Each proposed engagement requires prior approval: by the Group Chief Financial Officer for amounts up to $50,000; and by the Audit Committee above that threshold. Total non-audit fees are subject to a 70 percent cap on the three-year average audit fee, which is the cap required by the Revised Ethical Standard for Public Interest Entities and which takes effect on admission to the Main Market. The policy was reviewed by the Committee in March 2026 and is available on the Group's website. The non-audit services provided by PwC during FY2026 related primarily to PwC's appointment as Reporting Accountant in connection with the Group's planned migration from AIM to the Main Market. This engagement will continue into the early part of FY2027 and conclude upon the completion of the planned transition to the Main Market. The Committee approved the appointment in advance, having considered PwC's existing knowledge of the Group, the time pressure of the admission timetable, the absence of any service crossover with the audit, the safeguards in PwC's own independence procedures and the cost differential against the appointment of a separate firm. The Committee is of the view that the level and nature of the non-audit work does not compromise the independence of the external auditor. The Reporting Accountant engagement is one-off and non-recurring and the Committee does not expect non-audit fees at this level in future years. ## External auditor effectiveness During the year the Committee reviewed: - PwC's audit plan, scope, materiality and proposed fees, including the change in materiality benchmark from 4.5% of underlying profit before tax to 0.75% of Group revenue, raising overall Group materiality to $8.5 million (FY2025: $3.9 million) - PwC's declaration of independence and the procedures in place to manage potential conflicts - the quality of PwC's audit execution, scope adherence, professional scepticism and challenge of management - PwC's report to the Committee setting out final audit findings, including any unadjusted differences, control observations and significant matters The Committee assessed the effectiveness of the external audit through a structured review covering independence, expertise, professional scepticism, planning, execution and communication. Inputs were collated by the Group Financial Controller and reviewed by the Committee, alongside the Financial Reporting Council's most recent firm-level Audit Quality Review on PwC, which is publicly available. Based on this review, the Committee remains satisfied with PwC's independence, performance and effectiveness and recommends their reappointment as auditor for the financial year ending 31 March 2027 at the 2026 AGM. ## Speak Up The Group operates a Speak Up policy that provides a confidential channel for employees, contractors and other parties to raise concerns about conduct, compliance or financial integrity. The Committee oversees the policy, including the procedures for the receipt, retention and treatment of concerns raised. Material matters are notified promptly to the Chair of the Committee. The Committee is satisfied that the Speak Up policy and supporting procedures are operating effectively. --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 112 # Audit Committee Report continued ![img-32.jpeg](img-32.jpeg) ### Areas of focus for FY2027 The Committee's principal areas of focus for the year ending 31 March 2027 include: - the first-year application of Provision 29 and the related declaration on the effectiveness of internal controls over financial reporting - the lead audit partner transition for the FY2027 audit - continued oversight of the integration of recent acquisitions and the consolidation of the Servatron site into Irvine Electronics - the broader uplift in disclosure standards required for Main Market reporting ### Conclusion Having reviewed the year's work, the Committee is confident that it has fulfilled its duties effectively, has upheld auditor independence and has maintained appropriate oversight of the Group's financial reporting, internal control and risk management framework. The Committee welcomes any comments from shareholders regarding this report. On behalf of the Audit Committee A handwritten signature in black ink, appearing to read 'John Wilson'. **John Wilson** Chair of the Audit Committee 24 June 2026 --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 113 # Remuneration ## Remuneration Committee Report ![img-33.jpeg](img-33.jpeg) **Amelia Murillo** Chair of the Remuneration Committee Committee member Amelia Murillo (Chair) Jeffrey Jackson John Wilson Date of appointment 26 January 2021 18 March 2021 6 May 2026 (subsequent to the year end) Actions, decisions and outcomes The Terms of Reference for the Committee (available on the Company's website) provide that the Committee must consist of at least two members, all of whom shall be independent Non-Executive Directors. During the year, the Committee has consisted of two members; both are independent Non-Executive Directors and have the appropriate range of experience to fulfil their duties. In light of the Company's decision to move to the Main Market the Board has nominated a third Non-Executive Director to the Committee and the Committee's Terms of Reference will be updated. Following the end of the financial year, the Committee considered and approved increased shareholding guidelines for Executive Directors, reflecting the requirements of the Remuneration Policy. The shareholding guidelines also require the Executive Directors to hold their respective required minimum shareholding for a period of two years post-termination, in line with best corporate governance. ## Annual Statement ### Overview from the Chair of the Remuneration Committee I am pleased to introduce the Remuneration Committee Report for the year ended 31 March 2026, which includes my statement as Remuneration Committee Chair, the Directors' Remuneration Policy ('the Policy') and the Annual Report on Remuneration for the year. ### Overview FY2026 has been a significant and noteworthy year in the Company's recent history. The team have delivered the five-year plan which was set out in 2022 a year ahead of schedule. The Board has approved a new, ambitious medium term plan. The Company has also commenced the formal process of moving its listing from the AIM to the Main Market of the London Stock Exchange. The Company's performance throughout FY2026 has been strong and ahead of the previous five-year plan. We believe it is the role of the Committee to ensure that our senior talent is motivated to outperform against our stated objectives. It is also a core focus of the Committee to ensure that through our use of our Remuneration Policy we ensure that our strategic talent is retained to ensure stability of leadership to support the Company as it continues to grow and develop further. ## Variable incentives for FY2026 ### Annual Bonus We continue to prioritise financial metrics for our Executive Directors and to incentivise them to focus on generating shareholder value. We want Volex to be a sustainable and cash-generative Group that aims to pay regular dividends. Financial measures make up 80% of the total bonus opportunity for Executive Directors. For FY2026, we retained the focus on maintaining profitability and kept the weighting of the underlying operating profit objective for Executives at 70%. It is our view that this maintains a focus on delivering profitable growth within the business. To ensure a focus on cash generation, we maintained the measure of 'working capital as a percentage of sales' (weighted as 10%) within the Group bonus framework. The remainder of the scorecard consisted of individual goals reflecting the specific responsibilities of each Executive Director. The FY2026 targets were challenging and the strong underlying profit performance reflects the achievements of the Group over the year. In line with the Policy, financial targets were set as a range with threshold set just below the budget and the stretch goal was set significantly above the budget. Both the underlying operating profit and cash generation targets were fully achieved. Having reviewed performance against the targets as well as overall Company performance in the round, the Committee determined that bonuses of 100% of salary were appropriate for both the Chief Executive Officer and the Chief Financial Officer. Under the current Remuneration Policy, bonuses may be paid fully in shares or fully in cash where an Executive Director meets the shareholding requirements. ### Long term incentives No Long Term Incentive Plan ('LTIP') awards vested for the Executive Directors during the year. ### Remuneration Policy, Board and governance changes The move to the Main Market is the start of a new era for the Company and brings with it an enhanced governance expectation. The Board and its Committees have already completed a review of the changes needed to bring them fully into line with the requirements of the UK Corporate Governance Code 2024. A number of adjustments to our Remuneration Policy are detailed below as we proactively adjust our approach to meet the new standards. The Committee remains focused on the competitiveness of remuneration for the Executive Directors and the wider senior management team. The planned move to the Main Market brings a different peer benchmark and, as the Group continues to grow, --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 114 # Remuneration Committee Report continued the Committee is conscious that the risk of losing key people rises with the Company's success. The LTIP is the principal long term retention mechanism and aligns participants with shareholder returns over multiple years. For many years the Committee has commissioned a regular, independent review of pay competitiveness, and it continues to keep this under review. Having established the scale of the gap to the market during FY2026, the Committee decided to close it in two stages: a first increase taken during FY2026, and a second on admission to the Main Market, as set out below. ## Base salary review during FY2026 During FY2026, the Committee completed its annual review of compensation for the top 20 senior roles. The review supports competitive and fair pay across the Group and allows remuneration to reflect the increased size and complexity of the business. As part of this exercise the Committee carried out a detailed review of Executive Director remuneration, benchmarked against a peer group comprising Bodycote, discoverIE, Elementis, Essentra, Luceco, Morgan Advanced Materials, Oxford Instruments, Senior, TT Electronics and XP Power. The review found that Executive Director compensation no longer reflected the size and complexity of the Group following several years of substantial growth. Even after allowing for the discount typically seen between AIM and Main Market pay levels, salaries sat materially below the median of comparable industrial companies, creating a retention risk. The Committee concluded that a correction was warranted but should be made in two stages rather than in a single step. Ahead of the first stage, the Committee wrote to substantial shareholders to explain the proposed realignment and the rationale for it. The first stage took effect on 1 January 2026, within FY2026. The Chief Executive Officer's salary increased by 11.5% to £470,000 and the Chief Financial Officer's by 17.6% to £335,000. This began to close the gap to the market while keeping both Executive Directors below the lower quartile of the comparator group. The second stage is linked to the Company's admission to the Main Market and will take effect on admission. The Chief Executive Officer's salary will increase by a further 14.5% to £538,000 and the Chief Financial Officer's by 16.4% to £390,000. This increase is contingent on admission completing and on continued individual and Group performance; it is not guaranteed. Even after this stage, both Executive Directors' salaries are expected to remain below the median of the comparator group, which the Committee considers appropriate for a company of the Group's scale on the Main Market. Taken together, the two stages represent a cumulative increase of 27.6% for the Chief Executive Officer and 36.9% for the Chief Financial Officer, measured from the salaries in place in March 2025. The Committee recognises that these increases are above the average increase awarded to the UK workforce in the year (3.1%). It considers the realignment justified by the benchmark evidence, the growth in the scale and complexity of the roles, and the need to retain the Executive Directors through the move to the Main Market, and the approach is consistent with how the Committee treats other high-performing employees whose pay is materially below the market for their role. Following these adjustments, the Committee expects future increases for the Executive Directors normally to be in line with those applied to the wider workforce, subject to performance and to any material change in the scale or scope of the roles. ## Bonus policy for FY2027 In FY2027, Executive Directors will continue to have the opportunity to earn up to 100% of annual salary under the annual bonus plan. We have maintained the emphasis on quantitative financial targets. As in FY2026, the metrics used will comprise: underlying operating profit (70%); cash generation (10%); and personal objectives (20%). As the business moves onto the Main Market, the Committee will consider adjustments to the bonus structure and deferral policy to ensure the approach remains competitive and aligned with best practice. ## Long Term Incentive Plan awards during FY2026 During the year, the Committee reviewed the long term incentive arrangements and determined that awards in FY2026, FY2027 and FY2028 would be replaced by a single award that would align the Executive Directors and a small number of the senior management team to the achievement and outperformance of the Company's medium term plan announced in April 2026. The Committee has previously successfully used this framework for the FY2022 award. Under this long term framework, 50% of the award would vest on the fifth anniversary of grant and 50% on the sixth anniversary of grant. No further LTIP awards will be granted to participating executives before FY2029. Vesting of these awards will be determined based on 50% underlying operating profit, 25% return on capital employed and 25% relative TSR. There will be an additional absolute TSR kicker that will enable executives to receive an enhanced award of up to 1.5x the initial for delivering truly exceptional shareholder returns over the performance period. This is another feature that the Committee has previously used in LTIP awards. In December 2025, the Committee approved an award of share options to 44 members of the senior management team. These awards are subject to a three-year vesting period and performance conditions, including TSR. The Remuneration Committee is mindful of the risks inherent in executive remuneration. The Policy is designed to encourage an acceptable level of risk-taking through appropriate performance measures and a balanced remuneration mix. Annual third-party evaluations confirm that our reward programmes remain competitive and do not encourage excessive risk-taking. The Committee has reviewed the risks within the short and long term incentive schemes and is satisfied that appropriate governance procedures mitigate them. We value shareholder feedback and, ahead of the FY2026 awards, consulted nine of our largest shareholders, representing 37% of the register excluding insiders. I hope we can rely on your continued support for the remuneration resolutions at the AGM. On behalf of the Remuneration Committee. **Amelia Murillo** Chair of the Remuneration Committee 24 June 2026 --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 115 # Remuneration Committee Report ## Remuneration at a glance The summary below sets out the total remuneration paid to our Executive Directors in FY2026. | Fixed pay for FY2026 | Annual bonus for FY2026 | LTIP awards vesting in FY2026 | | --- | --- | --- | | - Base salary - Benefits - Pension See **page 124** | - $127.3 million underlying operating profit achieved - 22.1% working capital as percentage of sales - Personal / non-financial goals See **page 125** | - No awards vested during the year | ### FY2026 single figure for total remuneration summary for Executive Directors ![img-34.jpeg](img-34.jpeg) ### Key remuneration outcomes for FY2026 | | Measure | Weighting | % of overall maximum award | | --- | --- | --- | --- | | Annual bonus | Underlying Operating Profit | 70% | 100% | | | Cash Generation | 10% | 100% | | | Personal / Non-financial | 20% | 100% | ## Implementation of the Policy in FY2027 | Element | Approach for 2027 | | --- | --- | | Base salary | Salaries from 1 April 2026: - Chief Executive Officer: £470,000 (11.5% increase); increasing to £538,000 following admission to Main Market - Chief Financial Officer: £335,000 (17.6% increase); increasing to £390,000 following admission to Main Market | | Benefits | Executive Directors receive benefits which may include fuel costs, travel allowances, private medical insurance, critical life and death-in-service cover. Other benefits may be awarded as appropriate and include relocation and other expatriate benefits. | | Pension | The Chief Executive Officer and Chief Financial Officer to receive a pension contribution of 6% of salary in line with the UK workforce. | | Annual Bonus | Maximum bonus of 100% of salary for both Executive Directors. Performance measures will be disclosed at the end of the performance year. | | LTIP | No award will be granted as a combined award covering FY2026, FY2027 and FY2028 was granted in FY2026. This single award aligns the Executive Directors and a small number of senior management to the achievement and outperformance of the Company's medium term plan announced in April 2026. | | Shareholding Guidelines | 200% of salary for Executive Directors. Senior management are required to acquire a holding of 50% of salary over time. Executives are expected to retain at least 50% of any LTIP shares acquired on vesting (net of tax) until the guideline level is achieved. | ## Compliance statement The Company is listed on the Alternative Investment Market and, therefore, provides these remuneration disclosures on a voluntary basis. As such, the charts and tables included here are unaudited. We have incorporated some additional information based on the remuneration reporting regulations for Main Market listed companies where we believe it provides additional relevant information for the users of the financial statements. The Board is committed to maintaining high standards of corporate governance and the Directors intend, so far as is practicable given the Company's size and constitution of the Board, to comply with the provisions of the Quoted Companies Alliance Corporate Governance Code (the 'QCA Code'). --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 116 # Remuneration Committee Report The Company's existing Remuneration Policy has been reviewed and updated in light of the 2023 QCA Code and in anticipation of our move to the Main Market. Adjustments to the shareholding guidelines and an adjustment to the pension awarded to our CEO are the two noteworthy changes. The Board recognises the importance of shareholders having a vote on remuneration matters and, therefore, both the Remuneration Report and Remuneration Policy will be subject to an advisory vote at the upcoming Annual General Meeting. ## Introduction The Company's Remuneration Policy ('Policy') is designed to reinforce the Company's goals, providing effective incentives for exceptional Group and individual performance. The Committee regularly reviews the remuneration structure in place at Volex to ensure it remains aligned with our business strategy, reinforces our success and aligns reward with the creation of shareholder value. The Committee strives to ensure that shareholders' interests are served by creating an appropriate balance between fixed and performance-related pay with fixed pay set below the median of our peers but with the opportunity to earn significant share-based rewards if stretching targets are achieved over the longer term. ## Policy Report ### Volex's Remuneration Policy for Executive Directors The table below sets out our Remuneration Policy, which is being put to shareholders for an advisory vote this year (see Resolution 2 of the 2026 AGM Notice). | Purpose and link to strategy | Operation | Opportunity | Performance metrics | | --- | --- | --- | --- | | **Base salary** To reflect market value of the role and individual's performance and contribution | Reviewed on an annual basis. The Committee reviews base salaries which are payable in cash, with reference to: - The individual's performance, responsibility, skills and experience - Company performance and market conditions - Salary levels for similar roles at relevant comparators, including companies of similar market capitalisation to Volex and companies in a similar sector - Wider pay levels and salary increases across the Group | Base salary increases are applied by the Committee in line with the outcome of the review, as part of which the Committee also considers average salary increases across the Group. It is anticipated that salary increases will be applied consistently with the cost-of-living increases applied to other salaried employees employed in the same country. In exceptional circumstances (including, but not limited to, a material increase in job size or complexity or in the event that there is a misalignment with the market) the Committee has discretion to make appropriate adjustments to salary levels. | Company and individual performance are considerations in setting Executive Director base salaries. | | **Pension** To provide a market competitive pension | Executives participate in a money purchase scheme or other scheme as may be appropriate from time to time according to the country in which they are employed. | Executives may receive a contribution of up to 6% of salary in line with our policy for other UK employees. | Not applicable. | | **Benefits** To provide market competitive benefits | Benefits may include fuel costs, travel allowances, private medical insurance, critical life and death-in-service cover. Other benefits may be awarded as appropriate and include relocation and other expatriate benefits. | Benefits may vary by role and individual circumstances and are reviewed periodically. Benefits are not anticipated to exceed 10% of salary over three financial years. The Committee retains discretion to approve a higher cost in exceptional circumstances to support a relocation, or in circumstances where factors outside of the Company's control have materially changed, such as with an increase in medical insurance premiums. | Not applicable. | --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 117 # Remuneration Committee Report | Purpose and link to strategy | Operation | Opportunity | Performance metrics | | --- | --- | --- | --- | | **Annual bonus** To incentivise delivery of the Group's annual financial and strategic goals | Performance is measured on an annual basis for each financial year. KPIs are established at the start of the year that are directly related to and reinforce the business strategy. Stretch targets are set for each KPI, at the end of the year, the Committee determines the extent to which these were achieved. Annual bonus awards may be delivered as a mix of cash and shares deferred for at least one year and subject to continued employment, with the extent of deferral depending on the extent to which the shareholding guidelines have been achieved. Executives who have not achieved the shareholding guideline will receive two-thirds of any bonus above 25% of annual salary as an award of deferred Volex shares. Executives who have achieved the shareholding requirements may be paid their bonus entirely in cash or in shares. Annual bonus amounts paid and vested deferred bonus awards are subject to clawback. Malus may be applied to the in-year bonus, through either a reduction being applied or the withdrawal of the bonus and to unvested deferred bonus awards. | The maximum bonus for Executive Directors is 100% of salary per annum. For threshold performance, 20% of the bonus is payable. Threshold performance will be set, ordinarily, just below our budgeted level for each financial indicator. For performance between threshold and maximum, the bonus payout will increase on a straight-line basis up to the maximum. | The KPIs selected and their respective weightings may vary from year to year depending on strategic priorities. Measures may include financial and non-financial metrics. Financial measures will normally make up at least 80% of the total opportunity. The Committee has discretion to adjust the formulaic bonus outcome to ensure pay alignment with the underlying performance of the business over the financial year and to take into account personal performance over the course of the year. Details of performance conditions and the outcome of the Committee's assessment of performance will be disclosed in the Annual Report on Remuneration. | | **LTIP** To drive performance, aid retention and align the interests of Executive Directors with those of shareholders | The Committee may grant LTIP awards in the form of nil-cost or nominal value options and/or conditional share awards. Awards will ordinarily vest after at least three years subject to the satisfaction of performance conditions. Awards may incorporate the right to receive (in cash or shares) the value of dividends that would have been paid during the vesting period on the award shares that vest. Unvested awards under the LTIP are subject to malus and vested awards are subject to clawback for a period of two years, or such other period specified by the Committee at grant. LTIP awards will ordinarily have a performance period of at least three years and a minimum vesting period of three years. If no entitlement has been earned at the end of the relevant performance period, the awards will lapse. | The LTIP provides for annual awards of up to 680,000 shares per person (calculated at grant), increasing to 750,000 shares in exceptional circumstances. Subject to the above for Executive Directors, the normal annual grant will be up to 200% of salary (calculated at grant) which may be increased in exceptional circumstances (including recruitment and retention). The Company's practice has been to grant awards at three-year intervals at which the annual grant limit has been aggregated. Under each performance measure, threshold performance will result in 30% of maximum vesting for that element, rising on a straight-line basis to full vesting. | The performance measures selected, and their respective weightings, may vary from year to year, depending on strategic priorities. Measures may include financial and non-financial metrics. Where relative TSR performance is used as a measure, then the Committee will review the comparator group annually to ensure it remains aligned with shareholder interests. Details of the performance conditions and the outcome of the Committee's assessment of performance will be provided in the Annual Report on Remuneration | ## Notes to the Policy table The aim of the annual bonus plan is to reward Executives over and above base salary for the achievement of critical business objectives. The bonus criteria are selected annually and are designed to encourage continuous performance improvement for the Group. Group financial performance targets relating to the annual bonus plan are set from the Group's annual budget, which is reviewed and signed off by the Board prior to the start of each financial year. Underlying operating profit is used as a key performance indicator for the annual bonus plan because it is a clear measure of the underlying financial performance of the Group. The LTIP is designed to align the interests of key Executives with the longer term interests of the Company's shareholders by rewarding them for delivering sustained creation of shareholder value, financial growth and operational efficiency. The vesting of share awards for FY2026 has therefore been linked to performance conditions to be measured at the end of FY2030 and FY2031. The scorecard for these awards includes Underlying Operating Profit (50%), Return on Capital Employed (25%) and relative TSR (25%) and have been selected as the metrics for the FY2026 awards to Executive Directors. The five-year total performance period and six-year total vesting period applied to the FY2023 award for our Executive Directors fully aligns with the five-year plan and is defined with multi-year targets that end with the financial year ending March 2027. Typically, awards made under the LTIP will contain performance measures and targets --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 118 # Remuneration Committee Report that are reviewed by the Committee ahead of each grant to ensure they are challenging but achievable. Targets are reviewed annually, based on a number of internal and external reference points and will take into consideration the strategic priorities and economic environment in any given year. ## Shareholding guidelines The Committee continues to recognise the importance of Executive Directors aligning their interests with shareholders through building up a significant shareholding in the Company. Shareholding guidelines are in place that require Executive Directors to acquire, over time, a holding equivalent to 200% of base salary. Other Executive management are required to acquire a holding over time equivalent to 50% of base salary. Executives are expected to retain at least 50% of any LTIP shares acquired on vesting (net of tax) until the guideline level is achieved. In the event that an Executive Director's employment terminates a post-employment shareholding requirement would be applied. This requirement is determined as the lower of the actual shareholding at termination and 200% of salary. Such a shareholding is expected to be held for a period of two years after the date of termination. This post-employment shareholding may be waived or amended in exceptional circumstances under the discretion of the Committee. ## Remuneration policy for other employees Volex's approach to annual salary reviews is consistent across the Group, with consideration given to the levels of experience and responsibility, to individual performance and to salary levels in comparable companies. The Company takes into account inflationary changes in each country. The Company utilises a globally recognised job evaluation system and, each year, externally benchmarks the senior cohort of management positions. The Committee reviews the recommendations that arise. Many of our employees (excluding those who are shop floor-based within our factories) are eligible to participate in an annual bonus scheme. The top 190 managers participate in an annual cash bonus plan that is linked directly with the Group's financial performance in the same way as it is for our Executive Directors. Typically, all of these managers in the Company have a financial measure with at least a 50% weighting linked to the operating profit of either their factory or the Group. All bonuses are payable subject to the discretion of the Remuneration Committee and only become payable once the Group has achieved its underlying operating profit in any financial year. Bonus opportunity varies by organisational level, however all management bonus plans utilise a consistent framework of financial and personal objectives. ## Volex's Remuneration Policy for Non-Executive Directors The Board determines the Remuneration Policy and level of fees for the Non-Executive Directors within the limits set out in the Articles of Association. The Remuneration Committee recommends the Remuneration Policy and level of fees for the Non-Executive Directors. Non-Executive Directors are not eligible to participate in the annual bonus, LTIP or pension schemes. The current policy for Non-Executive Directors is: | Purpose and link to strategy | Operation | Opportunity | Performance metrics | | --- | --- | --- | --- | | **Fees** To reflect market competitive rates for the role, as well as individual performance and contribution | Non-Executive Directors receive a basic fee for their respective roles. Additional fees are paid to Non-Executive Directors for additional services, including chairing a Board Committee or supporting the Board on matters that require significant time commitment over and above that expected to fulfil their normal duties. Fees are reviewed annually with reference to information provided by remuneration surveys; the extent of the duties performed; and the size and complexity of the Company. Fee levels are benchmarked against sector comparators and FTSE-listed companies of similar size and complexity. Fees are payable in cash. | Fee increases are applied in line with the outcome of the annual review. There is no prescribed maximum fee. It is expected that increases to Non-Executive Director fee levels will be in line with salaried employees over the life of the policy. However, in the event that there is a material misalignment with the market or a change in the complexity, responsibility or time commitment required to fulfil a Non-Executive Director role, the Board has discretion to make an appropriate adjustment to the fee level. | Not applicable. | --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 119 # Remuneration Committee Report continued ## Discretions The Remuneration Committee will operate the annual bonus plan and LTIP according to their respective rules and the above policy table. The Remuneration Committee retains discretion, consistent with market practice, in a number of respects, in relation to the operation and administration of these plans. These discretions include, but are not limited to, the following: - The selection of participants - The timing of grant of an award / bonus opportunity - The size of an award / bonus opportunity subject to the maximum limits set out in the policy table - Discretion required when dealing with a change of control or restructuring of the Group - Discretion required when dealing with the vesting of an award due to the death in service of the participating Executive - Determination of the treatment of leavers based on the rules of the plan and the appropriate treatment chosen - Adjustments required in certain circumstances (e.g. rights issues, corporate restructuring events and special dividends) - The annual review of performance measures, weightings and targets from year-to-year and resulting vesting / bonus pay-outs While performance measures and targets for annual bonus and LTIP will generally remain unchanged once set, the committee has the usual discretions to amend the measures, weightings and targets in exceptional circumstances (such as a major transaction) where the original conditions would cease to operate as intended. Any such changes would be explained in the subsequent Directors' Remuneration Report and, if appropriate, be the subject of consultation with the Group's major shareholders. Any use of these discretions would, where relevant, be explained in the Directors' Remuneration Report. ## Pay scenario charts The charts below provide estimates of the potential future reward opportunity for the current Executive Directors, and the potential split between the different elements of remuneration under three different performance scenarios: 'Minimum', 'On-target / Threshold' and 'Maximum'. The potential reward opportunities illustrated below are based on the Remuneration Policy, applied to the base salary as at 1 April 2026. For the annual bonus, the amounts illustrated are those potentially receivable in respect of performance for FY2027. For the LTIP, the award opportunities are based on the annualised value of LTIP awards granted in FY2026, which also replace the FY2027 and FY2028 awards. This approach is consistent with our Remuneration Policy and our rules around annual limits. It should also be noted that LTIP awards granted to the Executive Directors in FY2026 vest on the fifth and sixth anniversary of the date of grant. Chief Executive Officer – Lord Rothschild ![img-35.jpeg](img-35.jpeg) Chief Financial Officer – Jon Boaden ![img-36.jpeg](img-36.jpeg) Fixed Annual Bonus LTIP --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 120 # Remuneration Committee Report ## External appointment In the cases of hiring or appointing a new Executive Director from outside the Company, the Committee may make use of any or all of the existing components of remuneration, as follows: | Component | Approach | Maximum value | | --- | --- | --- | | Base salary | The base salaries of new appointees will be determined by reference to the individual's role and responsibilities, experience and skills, relevant market data, internal relativities and their current basic salary. Where new appointees have initial basic salaries set below market, any shortfall may be managed with phased increases over a period of one to two years, subject to their development in the role. | Not applicable. | | Pension | New appointees will be eligible to participate in the Group's defined contribution pension plan or receive a cash allowance. | | | Benefits | New appointees will be eligible to receive benefits in line with the Policy. | | | Annual bonus | The annual bonus described in the Policy table will apply to new appointees with the relevant maximum being prorated to reflect the proportion of employment over the year. Targets for the individual element will be tailored to the Executive. | Up to 100% of salary p.a. | | LTIP | New appointees will be eligible for awards under the LTIP which will normally be on the same terms as other Executive Directors, as described in the Policy table. | Up to 200% of salary p.a. | In determining an appropriate remuneration package, the Remuneration Committee will take into consideration all relevant factors (including quantum, nature of remuneration and the jurisdiction from which the candidate was recruited) to ensure that arrangements are in the best interests of both Volex and its shareholders. In addition to the above elements of remuneration, the Committee may consider it appropriate to grant an award under a different structure in order to facilitate the recruitment of an individual, exercising the discretion available to replace incentive arrangements forfeited on leaving a previous employer. Such 'buyout awards' would have a fair value no higher than that of the awards forfeited. In doing so, the Committee will consider relevant factors, including any performance conditions attached to these awards, the likelihood of those conditions being met and the proportion of the vesting period remaining. ## Internal promotion In cases of appointing a new Executive Director by way of internal promotion, the Remuneration Committee will be consistent with the Policy for external appointees detailed above. Any entitlements or awards granted prior to their promotion that are not consistent with the Policy in force at the time of their appointment as a Director will be permitted to operate until their normal expiry. ## Non-Executive Directors In the case of hiring or appointing a new Non-Executive Director, the Committee will follow the process as set out in the table on page 103. A base fee in line with the prevailing fee schedule would be payable for Board membership, with additional fees payable for additional services, such as chairing a Board Committee or acting as a Senior Independent Director. --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 121 # Remuneration Committee Report ## Service contracts The QCA Code and guidelines issued by institutional investors recommend that notice periods of no more than one year be set for Executive Directors and that any payments to a departing Executive Director should be determined having full regard to the duty of mitigation. It is the Company's intention to meet these guidelines and the Company policy is that Executive Directors' service contracts may be terminated by either party on not more than 12 months' notice. The Executive Directors are employed under contracts of employment with Volex plc. The principal terms of the Executive Directors' service contracts are as follows: | Executive Director | Position | Effective date of contract | Notice period | | | --- | --- | --- | --- | --- | | | | | From Company | From Director | | Lord Rothschild | Chief Executive Officer | 1 December 2015 | 6 months | 6 months | | Jon Boaden | Chief Financial Officer | 12 November 2020 | 6 months | 6 months | Letters of appointment are provided to the Non-Executive Directors. Non-Executive Directors have letters of appointment effective for a period of three years. Non-Executive Directors' letters of appointment are available to view at the Company's registered office. Directors' letters of appointment and the unexpired period of their appointments (where appropriate, after extension by re-election) are set out below: | Non-Executive Directors | Date of letter | Unexpired term as at 31 March 2026 | Date of appointment | Notice period | | --- | --- | --- | --- | --- | | Jeffrey Jackson | 30 July 2019 | 4 months | 30 July 2019 | 3 months | | Sir Peter Westmacott | 15 October 2020 | 7 months | 12 November 2020 | 3 months | | Amelia Murillo | 13 January 2021 | 10 months | 26 January 2021 | 3 months | | John Wilson | 19 October 2023 | 6 months | 19 October 2023 | 3 months | | Dave Webster | 11 November 2025 | 2 years 8 months | 12 November 2025 | 3 months | ## Payment policy on exit and / or change of control The Company's policy is to limit any payment made to a departing Director to contractual arrangements and to honour any pre-established commitments. As part of this process, the Committee will take into consideration the Executive Director's duty to mitigate their loss. If employment is terminated by the Company, the departing Executive Director may have a legal entitlement (under statute or otherwise) to certain payments, which would be met. In addition, the Committee retains discretion to settle any other amounts reasonably due to the Executive Director, for example to meet the legal fees incurred by the Executive Director in connection with the termination of employment, where the Company wishes to enter into a settlement agreement (as provided for below) and the individual must seek independent legal advice. The Company may also make a reasonable contribution to the costs of outplacement services. In certain circumstances, the Committee may approve new contractual arrangements with departing Executive Directors, including (but not limited to) settlement, confidentiality, restrictive covenants and / or consultancy arrangements. These will be used sparingly and only entered into where the Committee believes that it is in the best interests of the Company and its shareholders to do so. In addition to the contractual provisions regarding payment on termination set out above, the table on page 122 summarises how the awards under the annual and deferred bonus and LTIP are, typically, treated in different leaver scenarios and a change of control. Although the Committee retains overall discretion on determining 'good leaver' status, it typically defines a 'good leaver' in circumstances such as injury or disability, death, redundancy, retirement with the consent of the Company or any other reason as the Committee decides. Final treatment is subject to the Committee's discretion. --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 122 # Remuneration Committee Report | Event | Timing of vesting / award | Calculation of vesting / payment | | --- | --- | --- | | **Annual bonus** | | | | **‘Good leaver’** | Paid at the same time as continuing employees. | Eligible for an award to the extent that performance targets are satisfied and the award is prorated for the proportion of the financial year served. | | **‘Bad leaver’** | No annual bonus payable. | Not applicable. | | **Change of control** | Generally paid immediately on the effective date of change of control, with the Committee’s discretion to treat otherwise. | Eligible for an award to the extent that performance targets are satisfied up to the change of control, subject to Remuneration Committee discretion, and the award is prorated for the proportion of the financial year served to the effective date of change of control. | | **Deferred bonus** | | | | **‘Good leaver’** | Continue until the normal vesting date or earlier, at the discretion of the Committee. In the event of the death of a participant, the award would vest immediately. | Outstanding awards vest in full. | | **‘Bad leaver’** | Outstanding awards are forfeited. | Not applicable. | | **Change of control** | Vest immediately on the effective date of change of control. | Outstanding awards vest in full. | | **LTIP** | | | | **‘Good leaver’** | Continue until the normal vesting date or earlier, at the discretion of the Committee. In the event of the death of a participant, the award would vest immediately. | Outstanding awards vest to the extent the performance conditions are satisfied at the time of vesting and the awards are prorated to reflect the length of the vesting period served, unless the Board decides otherwise. In the event of the death of a participant during the performance period, the award would vest subject to Remuneration Committee discretion. | | **‘Bad leaver’** | Outstanding awards are forfeited. | Not applicable. | | **Change of control** | Vest immediately on the effective date of change of control. | Outstanding awards vest subject to the satisfaction of performance conditions as at the effective date of change of control, subject to Remuneration Committee discretion, and the award is prorated for the proportion of the vesting period served to the effective date of change of control unless the Board decides otherwise. | ## External appointments With the approval of the Board in each case, and subject to the overriding requirements of the Group, Executive Directors may act as Non-Executive Directors to other companies and retain any fees received. --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 123 # Remuneration Committee Report continued ## Annual Report on Remuneration The following section provides details of how the Remuneration Policy was implemented during the year. ### Remuneration Committee membership in FY2026 The Committee met three times during the year under review. Attendance by individual Committee members at meetings is below. | Committee member | Member throughout FY2026 | Number of meetings attended | | --- | --- | --- | | Amelia Murillo | Yes | 3/3 | | Jeffrey Jackson | Yes | 3/3 | During the year, the Committee sought internal support from the Chief Executive Officer and Chief Financial Officer, who attended Committee meetings by invitation from the Chair to advise on specific questions raised by the Committee and on matters relating to the performance and remuneration of senior managers. No individuals are involved in decisions relating to their own remuneration. The Company Secretary attended each meeting as Secretary to the Committee. ### Agenda during FY2026 The agenda during FY2026 included: - Approval of the FY2025 Remuneration Committee Report - Review of the Company's progress against the five-year aggregated LTIP award framework, which is aligned to the Company's five-year plan announced in June 2022, for our Executive Directors and key senior managers - Evaluation of share award proposals for senior managers for FY2026 - Review of Executive Directors' shareholdings - Review and approval of the LTIP FY2023 vesting - Annual employee and on-appointment LTIP awards - Severance packages - Consideration of advisory bodies' and institutional investors' current guidelines on Executive compensation - Review and ratification of the Remuneration Policy and remuneration packages for Executive Directors and the fees payable to our Non-Executive Directors for FY2027, incorporating institutional investor feedback - Review and approval of modifications to the targets for the FY2026 annual bonus plan - Evaluation of the proposal for the annual bonus plan for FY2027 - Review of the succession planning status for the top 20 management positions - Review and approval of updated Terms of Reference for the Remuneration Committee ### Advisers In undertaking its responsibilities, the Committee seeks independent external advice as necessary. To this end, for the year under review, the Committee continued to retain the services of Mercer as the principal external advisers to the Committee. Mercer is a founding member of the Remuneration Consultants Group and is a signatory to its Code of Conduct. The Committee evaluates the support provided by its advisers annually and is comfortable that the Mercer team provides independent remuneration advice to the Committee and does not have any connections that may impair independence. Fees of £92,300 (FY2025: £31,095) were paid to advisers in respect of work carried out for the year under review. ## Summary of shareholder voting at the FY2025 AGM It is the Remuneration Committee's policy to consult with major shareholders prior to any major changes to its Executive Directors' remuneration structure. The table below shows the results of the vote on the FY2025 Remuneration Report at the AGM on 7 August 2025. | | FY2025 Remuneration Report | | FY2025 Remuneration Policy | | | --- | --- | --- | --- | --- | | | Total number of votes | % of votes cast | Total number of votes | % of votes cast | | For (including discretionary) | 106,498,093 | 97.79% | 102,568,239 | 94.18% | | Against | 2,408,459 | 2.21% | 6,334,869 | 5.82% | | Total votes cast (excluding withheld votes)^{1} | 108,906,552 | | 108,903,108 | | | Votes withheld | 16,963 | | 20,407 | | | Total votes cast (including withheld votes) | 108,923,515 | | 108,923,515 | | 1 A withheld vote is not a vote in law and is not counted in the calculation of the proportion of votes cast for and against a resolution. --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 124 # Remuneration Committee Report ## Single figure of Executive Director remuneration The table below sets out a single figure for the total remuneration received by each Executive Director for the year ended 31 March 2026 and the prior year: | Name | Year | Salary GBP | Benefits^{1} GBP | Pension^{2} GBP | Annual bonus^{3} GBP | LTIP GBP | Total variable pay GBP | Total fixed pay GBP | Total GBP | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Lord Rothschild | **2026** | **£433,751** | **£32,631** | **£43,375** | **£470,000** | – | **£470,000** | **£509,757** | **£979,757** | | 2025 | £413,400 | £28,714 | £41,340 | £413,400 | £322,613^{4} | £736,013 | £483,454 | £1,219,467 | | Jon Boaden | **2026** | **£297,439** | **£3,982** | **£17,095** | **£335,000** | – | **£335,000** | **£318,516** | **£653,516** | | 2025 | £279,331 | £3,658 | £16,760 | £268,158 | £186,776^{5} | £454,934 | £299,749 | £754,683 | $^{1}$ Taxable value of benefits received in the year by Executives includes healthcare and life assurance. $^{2}$ Pension: Jon Boaden participates in a money purchase scheme and receives a contribution from the Company equivalent to 6% of salary. Since FY2021, Lord Rothschild has received an annual pension contribution equivalent to 10% of salary. From FY2027, both Executive Directors will receive up to 6% of salary. $^{3}$ Annual bonus: The FY2026 targets were met and a bonus of 100% was awarded to Lord Rothschild and a bonus of 100% was awarded to Jon Boaden. For FY2025, no bonus deferral has been applied as both Executive Directors have comfortably met their shareholding requirement. $^{4}$ Lord Rothschild exercised a nil-cost award over 115,425 ordinary shares granted under the December 2021 LTIP award that vested on 7 December 2024. The share price on grant was 356p and on vesting was 280p. $^{5}$ On 7 December 2024, 66,825 shares that had been awarded to Jon Boaden under the December 2021 LTIP award vested. The share price on grant was 356p and on vesting was 280p. | Name | Year | Base fee | Committee fees | Additional fee^{2} | Benefits | Total | | --- | --- | --- | --- | --- | --- | --- | | Dave Webster^{1} | **2026** | **£76,667** | – | – | – | **£76,667** | | | 2025 | n/a | n/a | n/a | n/a | n/a | | Jeffrey Jackson | **2026** | **£55,000** | **£10,000** | – | – | **£65,000** | | | 2025 | £55,000 | £10,000 | – | – | £65,000 | | Sir Peter Westmacott | **2026** | **£55,000** | **£10,000** | **£10,000** | – | **£75,000** | | | 2025 | £55,000 | £10,000 | £10,000 | – | £75,000 | | Amelia Murillo | **2026** | **£55,000** | **£10,000** | – | – | **£65,000** | | | 2025 | £55,000 | £10,000 | – | – | £65,000 | | John Wilson | **2026** | **£55,000** | **£10,000** | – | – | **£65,000** | | | 2025 | £55,000 | £10,000 | – | – | £65,000 | $^{1}$ With effect from 12 November 2025, Dave Webster was appointed to the Board as Non-Executive Chairman. $^{2}$ With effect from 19 October 2023, Sir Peter Westmacott was appointed as the Senior Independent Director and receives an additional fee of £10,000. --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 125 # Remuneration Committee Report ## Incentive outcomes for the year ended 31 March 2026 ### Annual bonus in respect of FY2026 performance For FY2026, the maximum bonus potential for the Executive Directors was set at 100% of basic annual salary with 70% based on achieving an underlying operating profit target, 10% linked to a working capital target and 20% based on achieving personal objectives. Both the operating profit and working capital targets were defined to ensure the delivery of an underlying operating margin of between 9 and 10% in line with the Group's five-year strategy. The Company delivered an underlying operating margin of 10.2%, achieving the level required for a 100% achievement and also delivered the targeted improvement in average working capital as a percentage of sales to 22.1%. | Performance measure | Weighting (% of maximum award) | Threshold (20% of maximum) | Target (50% of maximum) | Stretch (100% of maximum) | Actual | Lord Rothschild | Jon Boaden | | --- | --- | --- | --- | --- | --- | --- | --- | | Underlying Operating Profit | 70% | $116.8m | $119.3m | $121.8m | $127.3m | 70% | 70% | | Working capital as a percentage of sales | 10% | | | 22.8% | 22.1% | 10% | 10% | | Individual objectives | 20% | | | | | 20% | 20% | | Total | 100% | | | | | 100% | 100% | As a result of performance against the criteria, the Committee determined that bonuses of 100% for Lord Rothschild and 100% for Jon Boaden had been earned. Both Executive Directors are currently meeting the minimum shareholding requirement. The Committee has authorised that the bonus for both Jon Boaden and Lord Rothschild should be paid fully in cash for FY2026. ### Long Term Incentive Plan ('LTIP') vesting There were no LTIPs vesting within the year. ### Scheme interests awarded in FY2026 The following awards were granted during the year under the LTIP: | | LTIP Award | | | | | --- | --- | --- | --- | --- | | | Date of grant | Number of shares | Market price at date of award | Face value | | Chief Executive Officer | 27 January 2026 | 616,740 | £4.59 | £2,830,837 | | Chief Financial Officer | 27 January 2026 | 440,528 | £4.59 | £2,022,024 | In FY2026 the Committee determined that awards in FY2026, FY2027 and FY2028 would be replaced by a single award that would align the Executive Directors and a small number of senior managers to the achievement and outperformance of the Company's medium term plan announced in April 2026. The Committee has previously successfully used this framework for the FY2022 award. Under this long term framework, 50% of the award would vest on the fifth anniversary of grant and 50% on the sixth anniversary of grant, thus providing ongoing alignment with investors and an effective retention element for our most senior talent beyond FY2029. This aggregated award was made on the basis that no further LTIP awards would be granted to participating executives before FY2029. Vesting of these awards will be determined based on 50% underlying operating profit, 25% Return on Capital Employed and 25% relative TSR. There will be an additional absolute TSR kicker that will enable executives to receive an enhanced award for unlocking truly exceptional performance. This is another feature that the Committee has previously used in LTIP awards. The kicker will increase the vested award by between 0% and 50% if absolute TSR grows between 15% to 25% per annum over the five-year performance period. The FY2026 awards to the Chief Executive Officer and to the Chief Financial Officer replaced annual awards that would have been made in FY2026, FY2027 and FY2028. The FY2026 amounted to approximately 600% (200% on an annualised basis) of the FY2027 base salary, respectively, for each Executive Director. The value of the award has been calculated on the date of grant by reference to the middle market quotation at the close of the preceding day. Specific targets are deemed to be commercially sensitive and will not be published until such time that the Committee is confident there will be no adverse impact on the Company of such disclosure. --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 126 # Remuneration Committee Report ## Non-Executive Director fees There was no increase in the Non-Executive Director fees during FY2026. This continues to be reviewed by the Board on an annual basis. The most recent increase to the Non-Executive Director fees occurred in FY2022. ## Payments for loss of office No Executive Director or PDMR lost their office during FY2026. ## Payments to past Directors No payments were made to past Directors during the year. ## TSR performance review and CEO single figure The following graph charts the TSR of the Company and the FTSE All-Share, FTSE All-Share Electronic and Electrical Equipment and FTSE AIM All-Share indices over the ten-year period from March 2016 to March 2026. In the opinion of the Directors, these indices are the most appropriate against which the total shareholder return of Volex should be measured. The table below details the single figure remuneration for the Chief Executive Officer over the same period. | | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Chief Executive Officer single figure of remuneration (£'000) | 392 | 534 | 620 | 1,657 | 1,597 | 1,388 | 2,676 | 2,152 | 1,219 | 980 | | Annual bonus payout (% of maximum) | 50% | 74% | 97% | 98% | 98% | 56% | 100% | 98% | 100% | 100% | | PSP / LTIP vesting (% of maximum) | 0% | 0% | 88% | 100% | 100% | 100% | 100% | 100% | 81% | – | ## Chief Executive Officer pay compared to pay of UK colleagues Volex's UK workforce currently comprises around 140 employees, therefore falling substantially below the 250 UK employee threshold required for such disclosure. As a global business with approximately 12,500 employees worldwide, a UK-only comparison of Chief Executive Officer pay to UK colleagues would not be considered representative of the company's overall international presence. We will disclose the annual changes in average remuneration for our UK-based employees to allow their comparison against the changes in single figure remuneration of our Chief Executive Officer. Total remuneration reflects all remuneration received by an individual in respect of the relevant years and includes salary, benefits, pension and value from incentive plans. The average pay of UK-based employees in FY2026 was £56,209 and in FY2025 it was £53,877 with a resulting percentage increase year-on-year of 4.3%. As disclosed in the table above the single figure remuneration of our Chief Executive Officer in FY2026 was £979,757 and in FY2025 it was £1,219,467 resulting in a percentage decrease year-on-year of 19.7%. As a multiple our Chief Executive Officer Median UK-employee remuneration was 22.6:1 in FY2025 and 17.4:1 in FY2026. ![img-37.jpeg](img-37.jpeg) --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 127 # Remuneration Committee Report ## Relative importance of the spend on pay The table below shows the percentage change in total remuneration paid to all employees compared to the total dividends (including those recognised but not yet paid as of 31 March 2026) in the current and previous financial periods. | | 31 March 2026 £m | 30 March 2025 £m | % change | | --- | --- | --- | --- | | Colleague remuneration costs^{1} | 209.2 | 198.0 | 5.7% | | Dividends^{2} | 8.4 | 7.8 | 7.7% | $^{1}$ Based on the figure shown in note 9 to the consolidated financial statements. $^{2}$ Details of the final and interim dividends paid in the year are disclosed in note 26 of the consolidated financial statements. ## Directors' interests in shares The table below shows the Directors' interests in shares as at 31 March 2026 and the extent to which Volex's shareholding guidelines are achieved. | | Beneficially owned shares | Share option awards vested but unexercised | Percentage of salary held in shares under shareholding guidelines^{1} | Shareholding guideline^{2} (as % of salary) | Guideline met | | --- | --- | --- | --- | --- | --- | | Lord Rothschild^{3} | 47,393,110 | – | 45,679% | 200% | Yes | | Jon Boaden | 34,061 | 484,335 | 393% | 200% | Yes | | Dave Webster | 152,417 | – | n/a | n/a | n/a | | Jeffrey Jackson | 12,500 | – | n/a | n/a | n/a | | Sir Peter Westmacott | 7,890 | – | n/a | n/a | n/a | | Amelia Murillo | 55,776 | – | n/a | n/a | n/a | | John Wilson | 10,089 | – | n/a | n/a | n/a | $^{1}$ The notional tax rate used to determine the net value of the vested share awards is 47%. The share price used is 453p which was the closing share price on 31 March 2026. $^{2}$ The shareholding guidelines were updated and approved by the Remuneration Committee in June 2026. The guidelines require the Chief Executive Officer and the Chief Financial Officer to acquire over time (to the extent they have not already done so) and maintain an ownership level of holdings of shares in Volex plc equal to 200% of gross basic salary as at 31 March 2026. There is no time limit defined for achieving the target level. Senior Executives, as defined by the Remuneration Committee, must (unless a waiver is obtained from the Committee) retain a minimum of 50% of net shares (after statutory deductions) acquired under the relevant Employee Equity Plans until the relevant ownership level is met. $^{3}$ Lord Rothschild's shareholding is held directly and through NR Holdings Limited. The table below shows the Executive and Non-Executive Directors' interests in shares, which includes all shares owned beneficially together with those interests in shares that have vested and are no longer subject to deferral or performance conditions and may be included as an interest in shares under Volex's shareholding guidelines, plus those shares and options over which future performance conditions remain. | | Shares held | Vested but unexercised | Subject to performance | | Total | | --- | --- | --- | --- | --- | --- | | | | | LTIP | Deferred bonus | | | Lord Rothschild | 47,393,110 | – | 1,566,740 | – | 48,959,850 | | Jon Boaden | 34,061 | 484,335 | 915,528 | – | 1,433,924 | | Dave Webster | 152,417 | – | – | – | 152,417 | | Jeffrey Jackson | 12,500 | – | – | – | 12,500 | | Sir Peter Westmacott | 7,890 | – | – | – | 7,890 | | Amelia Murillo | 55,776 | – | – | – | 55,776 | | John Wilson | 10,089 | – | – | – | 10,089 | ## Directors' interests in shares and options under Volex PSP and LTIP Details of the Directors' interests in long term incentive schemes are set out below. Details, including an explanation of the movements during FY2026, are set out on page 114 of this Remuneration Report. Directors' interest in shares and options under the Volex LTIP. | | Number of shares subject to options held at 30 March 2025 | Number of shares subject to LTIP options granted during FY2026 | Number of shares subject to LTIP options exercised during FY2026 | Number of shares subject to LTIP options lapsed during FY2026 | Number of shares subject to options held at 31 March 2026 | Exercise price of shares subject to LTIP options (£) | | --- | --- | --- | --- | --- | --- | --- | | Lord Rothschild | 950,000 | 616,740 | – | – | 1,566,740 | – | | Jon Boaden | 959,335 | 440,528 | – | – | 1,399,863 | 0–0.25 | --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 128 # Remuneration Committee Report ## Implementation of Executive Director Remuneration Policy for FY2027 ### Base salary The base salaries applying for the year ending 31 March 2027 are £470,000 for the Chief Executive Officer and £335,000 for the Chief Financial Officer. These reflect the first-stage increases of 11.5% and 17.6% respectively, which took effect on 1 January 2026 following the benchmarking review set out in the Annual Statement and which were the subject of prior consultation with the Company's substantial shareholders. No further increase is applied at the start of FY2027. Contingent on the Company's admission to the Main Market, expected in August 2026, and on continued performance, a second-stage increase will take effect on admission, taking the Chief Executive Officer's salary to £538,000 (a further 14.5%) and the Chief Financial Officer's to £390,000 (a further 16.4%). Even after the second stage, both Executive Directors' salaries are expected to remain below the median of the comparator group. The Committee has not set a target market position; future salary decisions will reflect a range of factors, including individual and Group performance, the scope of the roles and pay across the wider workforce. The general base salary increase for the UK workforce for FY2027 is 3.1%. Beyond this realignment, the Committee intends that future increases for the Executive Directors will be in line with the wider workforce. | | Base salary in place on 30 March 2025 | Base salary effective from 1 January 2026 | Percentage increase from 1 January 2026 | | --- | --- | --- | --- | | Lord Rothschild | £421,668 | £470,000 | 11.5% | | Jon Boaden | £284,918 | £335,000 | 17.6% | ### Pension The Chief Financial Officer receives a pension contribution of 6% of salary through a salary sacrifice arrangement and, in addition, the National Insurance savings for both the employee and the employer are reinvested into the employee's monthly contribution. This is a standard arrangement for our UK-based employees. The Chief Executive Officer previously received a pension contribution of 10% of salary. For FY2027 this has been brought in-line with our pension policy for other UK-based employees. ### Annual bonus The annual bonus for FY2027 will operate on the criteria set out in the Policy. The Committee has approved a maximum annual bonus opportunity of 100% of salary for the Executive Directors. Proposed target levels have been set to be challenging relative to the FY2027 business plan and will, as for FY2026, be weighted towards financial measures and will retain an element for the achievement of personal objectives. The Committee has decided not to publish performance targets prospectively due to the information being considered commercially sensitive. As in FY2026, subject to the Directors continuing to meet the share ownership guidelines, it is intended that these will be paid in cash or fully vested shares without deferral. During the coming year, the Committee will review the bonus structure and deferral policy to ensure the approach remains competitive and aligned with best practice. ### LTIP In FY2026, the Committee determined that awards in FY2026, FY2027 and FY2028 should be combined into a single award that would align the Executive Directors and a small number of senior managers to the achievement and out-performance of the Company's medium term plan, announced in April 2026. Under this award framework, awards would vest over two successive years, commencing on the fifth anniversary of the award date, to ensure that participants remain exposed to share price movements following the vesting of awards and to support the retention of our most senior talent beyond FY2030. Details of the performance measures and targets can be found earlier in this report. ### Non-Executive Director fees The Board determined that there would be no change to Non-Executive Director fees for FY2026 after previously increasing them at the start of FY2022. | | FY2026 fees | FY2027 fees | | --- | --- | --- | | **Base fees** | | | | Non-Executive Chairman | £200,000 | **£200,000** | | Non-Executive Director | £55,000 | **£55,000** | | **Additional fees** | | | | Audit Committee Chair | £10,000 | **£10,000** | | Remuneration Committee Chair | £10,000 | **£10,000** | | Nominations Committee Chair | £10,000 | **£10,000** | | Safety, Environmental and Sustainability Committee Chair | £10,000 | **£10,000** | | Senior Independent Director | £10,000 | **£10,000** | The Remuneration Committee Report was approved by the Board of Directors on 24 June 2026 and signed on its behalf by: **Amelia Murillo** Chair of the Remuneration Committee --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 129 ## Directors' Report ![img-38.jpeg](img-38.jpeg) Once Financial Officer **The Board sees good governance as the foundation of sound decision-making, providing the framework, the challenge and the accountability through which long-term value is created and protected.** The Directors of the Company present their Annual Report and audited consolidated financial statements for the year ended 31 March 2026 in accordance with section 415 of the Companies Act 2006. As permitted by Paragraph 1A of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Report of the Directors have been omitted as they are included in the Strategic Report on pages 05 to 83. These matters relate to a full review of the performance of the Group for the year, current trading and future outlook. The statement by the Directors in performance of their statutory duties in accordance with section 172(1) Companies Act 2006 is provided on pages 82 to 83. ### Results and dividend Results for the year ended 31 March 2026 are set out in the consolidated income statement on page 140. The Board is recommending payment of a final dividend of 3.2 pence per share for the year ended 31 March 2026 (FY2025: 3.0 pence). Together with the interim dividend of 1.6 pence per share paid on 8 January 2026 (FY2025: 1.5 pence), this makes a total for the year of 4.8 pence (FY2025: 4.5 pence). ### Important events since the end of the financial year On 1 April 2026, the Group utilised $100 million of its uncommitted accordion option, increasing the multicurrency revolving credit facility from $400 million to $500 million. The facility maturity date remains June 2029 and the remaining uncommitted accordion is $100 million. On 7 April 2026, the Company announced the launch of an on-market share buyback programme to purchase up to £40 million of its ordinary shares of 25 pence each, with all shares repurchased to be cancelled. The programme will end no later than 31 March 2027. On 22 April 2026, the Company held its first Capital Markets Day where it presented its medium term plan, which sets out three financial commitments: revenue of $2 billion, an underlying operating margin of 12%, and return on capital employed of around 20%. ### Directors The Directors who were in office during the year and up to the date the financial statements were signed are as follows: ### Executive Directors Lord Rothschild Jon Boaden ### Non-Executive Directors Dave Webster (appointed 12 November 2025) Sir Peter Westmacott Jeffrey Jackson Amelia Murillo John Wilson Biographical details of the Directors currently serving on the Board and their dates of appointment are set out on pages 86 to 87. ### Powers of Directors The Directors may exercise all the powers of the Company, subject to any restrictions in the Company's Articles of Association, any relevant legislation and any directions given by the Company, by passing a special resolution at a general meeting. In particular, the Directors may exercise all the powers of the Company to borrow money, subject to the limitation that the aggregate amount of all money borrowed by the Group and owing to persons outside the Group shall not, without the sanction of an ordinary resolution of the Company, exceed an amount equal to three times the aggregate of the Group's capital and reserves, calculated in the manner prescribed by the Company's Articles of Association. ### Appointment and replacement of Directors The Company's approach to the appointment and replacement of Directors is governed by its Articles of Association (together with relevant legislation). The number of Directors should be no fewer than three and no more than 15. Directors may be appointed by the Company by ordinary resolution or by the Board of Directors. Under the Articles of Association, at each Annual General Meeting, all Directors who: (i) were appointed by the Board since the last Annual General Meeting; (ii) held office at the time of the two preceding Annual General Meetings and who did not retire at either of them; or (iii) have held office (other than employment or executive office) for a continuous period of nine years or more, shall automatically retire. However, at the upcoming Annual General Meeting, in line with the recommendations of the QCA Corporate Governance Code, all the Directors will retire and seek re-election. A resolution will be proposed at the Annual General Meeting to amend the Articles of Association and, if approved, the proposed new Articles of Association will require all Directors to be subject to annual re-election by shareholders going forwards. The Company may, by ordinary resolution, remove any Director before the expiration of his or her term of office. As set out in the Company's Articles of Association, there are also circumstances where a Director will immediately cease to hold office. These circumstances include where he or she is prohibited by law from being or acting as a Director or where he or she has been made bankrupt. --- / GOVERNANCE Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 130 # Directors' Report continued ## Directors' indemnities and insurance In accordance with the Companies Act 2006 and the Company's Articles of Association, the Company has purchased Directors' and Officers' Liability Insurance. The Company reviews its insurance policies on an annual basis in order to satisfy itself that its level of cover remains adequate. Qualifying third party indemnities have been granted to the Directors of the Company in respect of their role as a Director of the Company and / or any other member of the Group, in line with Section 234 of the Companies Act, and such indemnities were in force throughout the last financial year and are currently in force at the date of this report. ## Directors' share interests The number of ordinary shares of the Company in which the Directors are beneficially interested at 31 March 2026 is set out in the Remuneration Committee Report on page 127. ## Articles of Association Any amendments to the Articles of Association of the Company may be made by special resolution of the shareholders. It is proposed that the Articles of Association be amended by special resolution at the upcoming Annual General Meeting. ## Share capital Details of the Company's share capital are set out in note 23 to the financial statements. The Company's share capital consists of one class of ordinary shares which do not carry rights to fixed income. As at 31 March 2026, there were 185,097,534 ordinary shares of 25p each in issue. A new authority to allot shares will be sought at the forthcoming Annual General Meeting. ## Voting rights Ordinary shareholders are entitled to receive notice of, and in normal circumstances to attend and speak at, general meetings. Each shareholder present in person or by proxy (or by duly authorised corporate representative) shall, on a show of hands, have one vote. On a poll, each shareholder present in person or by proxy shall have one vote for each share held. ## Restrictions on transfer of shares Other than the general provisions of the Articles of Association (and prevailing legislation) there are no specific restrictions on the size of a holding or on the transfer of the ordinary shares. The Directors are not aware of any agreements between the Company's shareholders that may result in the restriction of the transfer of securities or on voting rights. No shareholder holds securities carrying any special rights or control over the Company's share capital. ## Significant shareholders As at 31 March 2026, the Company had received the following notifications of major shareholdings under DTR 5 in relation to direct and indirect interests in 3% or more of its issued share capital: Between 31 March 2026 and 24 June 2026, the Company received the following DTR 5 notifications: The Company was notified on 30 April 2026 that Octopus Investments Limited ('Octopus') had decreased its percentage of total voting rights to 3.92% and was further notified on 8 May 2026 that Octopus had decreased its percentage of total voting rights to below 3%. The Company was notified on 14 May 2026 that Kabouter Management LLC had increased its percentage of total voting rights from below 3% to 3.06%. ## Significant agreements / change of control The Company is a party to a revolving credit facility in which the counterparties can determine whether or not to cancel the agreement where there has been a change of control of the Company. There is no agreement with the Directors in respect of compensation for loss of office or employment that occurs because of a takeover bid. ## Future developments The development of the business is detailed in the Strategic Report on pages 05 to 83. ## Research and development The Company's research and development activities are focused on driving innovation throughout the product portfolio, to enable it to deliver new or enhanced customer specific connection solutions. We have continued to recruit design and development expertise and pursue the development of patents where relevant. ## Employees The Company's disclosures on employee policies and involvement can be found in the Sustainability Report on pages 62 to 63. The Company engages with its employees as a key stakeholder group and employee involvement is encouraged by the Board, as common goals and awareness of the Company's strategy play a major role in delivering its strategic objectives. The Company is an equal opportunity employer and provides training, performance evaluation and opportunities for advancement and career development. The Company recognises its responsibility to employ disabled persons in suitable employment and gives full and fair consideration to such persons, including any employee who becomes disabled during their employment, having regard to their particular aptitudes and abilities. Where practicable, disabled employees are treated equally with all other employees in respect of their eligibility for training, career development and promotion. Further details on how the Company communicates with its employees as a key stakeholder group and has regard to their interests can be found in the Section 172 statement on pages 82 to 83. ## Relationships with suppliers, customers and other business partners Information on the Company's management of its business relationships can be found in the Strategic Report on pages 77 to 81. | Shareholder | Number of ordinary shares of 25p each | Percentage of total voting rights | | --- | --- | --- | | NR Holdings Limited^{1} | 47,393,110 | 25.60 | | Octopus Investments Ltd. | 8,633,526 | 4.66 | | Rathbones Group plc - Private Clients | 7,790,489 | 4.21 | | Hargreaves Lansdown - Private Clients | 7,265,222 | 3.93 | | Interactive Investor - Private Clients | 6,367,761 | 3.44 | | Fidelity Investments (FMR) | 6,170,368 | 3.33 | $^{1}$ The Chief Executive Officer, Lord Rothschild, is a beneficiary of NR Holdings Limited. The number of shares noted here also includes those he holds directly. --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 131 # Directors' Report continued ## Corporate governance The Company's corporate governance practices are outlined in the Corporate Governance Report on pages 91 to 97. ## Political and charitable donations The Group regularly contributes to local communities through fundraising and charity events. The Company did not make any political donations during the year. ## Energy use and emissions The disclosures on energy use and greenhouse gas emissions are made within the Sustainability Report on pages 58 to 59. ## Financial risk management The Company's objectives and policies on financial risk management, including information on the exposure of the Company to strategic, operational, financial and compliance risks and in relation to the use of financial instruments, are set out in note 31 to the financial statements and in the Group Risk Management section on pages 40 to 47. ## Overseas branches Throughout the year, the Company had one overseas branch in Italy. ## Going concern statement The Group's financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity, with the realisation of assets and the settlement of liabilities in the ordinary course of business. When assessing the Group's going concern status, the Directors have considered whether there are any material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern. In making this assessment, the Directors have taken into account the Group's financial position, including its significant balance of cash and cash equivalents, and access to a committed borrowing facility of $500 million and an additional $100 million uncommitted accordion. During the year, an option to extend the facility for an additional year was exercised. The facility matures in June 2029. At 31 March 2026, the Group had headroom of $218.9 million and $200 million of uncommitted accordion available. Subsequent to the year end, the facility limit was increased to $500 million as $100 million of uncommitted accordion was approved. Under the terms of the facility covenant leverage must remain below 3.0x and interest cover must be in excess of 3.0x. The Directors have reviewed the facility's terms, including covenant requirements and remaining duration, and are satisfied with the Group's continued compliance and significant headroom. The Directors have prepared a cash flow forecast for the period ending September 2027, which is based on the FY2027 Board-approved budget and Board-approved medium term plan, which reflects management's best estimate of expected trading conditions in light of current circumstances. The Directors have performed sensitivity analysis on the cash flow forecast using a base case and severe but plausible downside scenario that take into account the principal risks and uncertainties set out on pages 40 to 47 of the Annual Report. This downside scenario models a 15% reduction in year-on-year revenue, broadly equivalent to the worst result in the past 20 years and a reduction to the lowest gross margin recorded since acquisitions were restarted in FY2019. The downside scenario demonstrates that the Group would still maintain substantial covenant and liquidity headroom throughout the going concern assessment period. The Directors have also conducted a reverse stress test to assess the extent of deterioration in trading conditions that would be required to breach the Group's financial covenants or result in insufficient liquidity headroom within the going concern assessment period. This reverse stress test assumed the simultaneous occurrence of further material adverse factors, including a revenue decline materially beyond historical experience. The analysis indicates that a revenue reduction of 39% below the FY2026 levels, would be required to trigger leverage covenant non-compliance. Significant liquidity and covenant interest cover headroom remained even under the reverse stress test. The Directors consider such a scenario to be severe and remote, given the Group's historical trading resilience, broad customer base, and the ability to take mitigating actions. The Directors have also specifically considered the potential impact of climate-related physical and transition risks as part of their assessment and do not believe these risks will have a material impact within the going concern period. Based on their assessment and the sensitivity analyses, the Directors are satisfied that there are no material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern. Therefore, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date of approval of the financial statements (the "foreseeable future"). Accordingly, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. ## Auditors and disclosure of information to auditors In the case of each director in office at the date the directors' report is approved: - So far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware; and - The Director has taken all the steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Group's and Company's auditors are aware of that information The above confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. PricewaterhouseCoopers LLP have expressed their willingness to continue in office as auditors and a resolution seeking to reappoint them will be proposed at the forthcoming Annual General Meeting. ## Annual General Meeting The Company's Annual General Meeting will be held on 25 August 2026. Details of the arrangements and the resolutions to be proposed are set out in a separate Notice of Annual General Meeting. This report was approved by the Board of Directors of Volex plc and signed on its behalf by: **Jon Boaden** Chief Financial Officer 24 June 2026 --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 132 ## Statement of Directors' Responsibilities in respect of the financial statements The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with UK-adopted international accounting standards and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law). Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and the Company for that period. In preparing the financial statements, the Directors are required to: - Select suitable accounting policies and then apply them consistently; - State whether applicable UK-adopted international accounting standards have been followed for the Group financial statements and United Kingdom Accounting Standards comprising FRS 101 have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements; - Make judgements and accounting estimates that are reasonable and prudent; and - Prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group and Company will continue in business. The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. On behalf of the Board **Rothschild** Chief Executive Officer **Jon Boaden** Chief Financial Officer 24 June 2026 --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 133 # Independent auditors' report to the members of Volex plc ## Report on the audit of the financial statements ### Opinion In our opinion: - Volex plc's Group financial statements and Company financial statements (the "financial statements") give a true and fair view of the state of the Group's and of the Company's affairs as at 31 March 2026 and of the Group's profit and the Group's cash flows for year then ended; - the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006; - the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 "Reduced Disclosure Framework", and applicable law); and - the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report and Accounts (the "Annual Report"), which comprise: - the Consolidated and Company Statements of Financial Position as at 31 March 2026; - the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Changes in Equity, and the Consolidated Statement of Cash Flows for the year then ended; and - the notes to the financial statements, comprising material accounting policy information and other explanatory information. ### Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. ### Independence We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, as applicable to other listed entities of public interest, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC's Ethical Standard were not provided. Other than those disclosed in note 8, we have provided no non-audit services to the Company or its controlled undertakings in the period under audit. ## Our audit approach ### Overview Audit scope - We conducted a full scope audit of nine components which were selected due to their size and risk characteristics. - We conducted an audit of financial statements line items (FSLIs) on a further five components. - Taken together, this enabled us to obtain coverage of at least 75% of consolidated revenue and 70% of consolidated profit before tax, adjusting items and share-based payments. - To ensure sufficient oversight of our component audit teams, we performed a number of procedures throughout the audit which included directing the audit approach and procedures, site visits, conducting file reviews and meetings with local management and the component teams both remotely and in-person. Key audit matters - Assessment for the impairment of goodwill for the DE-KA cash generating unit (CGU) (Group) - Accounting for uncertain tax positions (Group) - Carrying value of investments in subsidiaries (Company) Materiality - Overall Group materiality: $8,500,000 (2025: $3,900,000) based on 0.75% of revenue. - Overall Company materiality: $4,348,000 (2025: £2,700,000) based on 1% of total assets. - Performance materiality: $6,375,000 (2025: $2,925,000) (Group) and $3,261,000 (2025: £2,025,000) (Company). ### The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. ### Key audit matters Key audit matters are those matters that, in the auditors' professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. Assessment for the impairment of goodwill for the DE-KA cash generating unit (CGU) is a new key audit matter this year. Otherwise, the key audit matters below are consistent with last year. --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 134 # Independent auditors' report to the members of Volex plc continued ## Key audit matter ### Assessment for the impairment of goodwill for the DE-KA cash generating unit (CGU) (Group) Refer to note 2 and note 12 of the Group's financial statements for management's conclusions. As at 31 March 2026, the Group had goodwill of $117 million (2025: $120.2 million), of which $39.3 million (2025: $37.0 million) related to the DE-KA cash generating unit (CGU). As required by IAS 36 Impairment of assets, management is required to assess on at least an annual basis whether there is an impairment of goodwill by determining the recoverable amount of each CGU. The determination of the recoverable amount, being the higher of value in use ("VIU") and fair value less costs of disposal ("FVLCD"), requires judgement and estimation on the part of management in identifying and then determining the recoverable amounts for the relevant CGUs. Recoverable amounts are based on management's view of a number of key estimates and assumptions and is therefore subject to estimation uncertainty. Specifically, and as disclosed in note 12 to the Group financial statements, management has prepared a VIU model for the DE-KA CGU. The results of this assessment show that no impairment arises but that there is limited headroom for the recoverable amount when compared against its carrying amount, and that the recoverable amount is sensitive to changes in key assumptions. The assumptions within the model that are most sensitive to change and could give rise to an impairment are the short and long term growth rate assumptions as well as the discount rate. As a result of the limited headroom, management has also disclosed the results of a sensitivity analysis within note 12. ### Accounting for uncertain tax positions (Group) As disclosed in notes 2, 10 and 21 to the financial statements, the Group operates in a number of jurisdictions and has recognised or considered provisions for potential tax exposures in the financial statements, such as transfer pricing arrangements, locations in which there is a taxable presence and changing tax legislation. As at 31 March 2026, the provision for uncertain tax positions (including interest and penalties) was $10.6 million (2025: $10.6 million). Uncertain tax provisions have also been recorded in respect of associates within the share of net (loss)/profit from associates FSLI, as set out in note 16. The valuation and completeness of tax provisions in the financial statements requires management judgement. Given the complexity around the judgement and estimates made in arriving at the provision, there is a risk that the accounting treatment may be incorrect and as such this is a key audit matter. ## How our audit addressed the key audit matter Our procedures to assess management's assessment of the DE-KA CGU goodwill impairment model include: - Obtaining management's impairment assessment for the DE-KA CGU as at the year end; - Assessing the appropriateness of management's identification of DE-KA as a CGU; - With the support of our valuations experts, assessing the pre-tax discount rate and long-term growth rate used in the model and whether these fell within a reasonable range taking into account external market data. Our assessment of the discount rate also included consideration of country and asset specific risks; - Comparing the carrying amounts of the CGU to the value in use model; - Verifying the integrity of formulae and the mathematical accuracy of management's valuation models; - Reviewing and challenging the appropriateness of management's cash flow forecasts for the CGU, including reviewing budget versus actuals for the year to date to assess that the business is on track to achieve its revenue targets; - Inquiry with management to understand the recently completed capital expenditure programmes incurred to grow the business, including the original business case and revenue growth that is expected to be achieved during the medium term plan as a result of new product offerings; - Reviewing supporting evidence (such as order books and future committed sales) to confirm the appropriateness of short-term budget figures; and - Assessing the disclosure made over the impairment model and sensitivities within note 12 of the Group's financial statements and challenging management where any inconsistencies were noted. Based on the procedures performed, we noted no material differences arising from our work. Our procedures to assess the appropriateness of the uncertain tax positions recognised by management included: - Obtaining management's uncertain tax provisions calculations and evaluated the key judgements and estimates made by management; - Utilising our tax specialists to evaluate the key assumptions made by management; - Engaging with our component teams, or tax experts in jurisdictions without a component team, in assessing the valuations and completeness of uncertain tax positions; - Reviewing third party professional advice received by management and, where appropriate, requested additional audit evidence from management's experts; and - Reviewing the related disclosures in the notes to the financial statements for compliance with accounting standards and consistency with the results of our work, with no matters arising. Based on our procedures, we found no material exceptions and overall considered management's key assumptions supporting the uncertain tax position estimates and judgments to be appropriate. --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 135 # Independent auditors' report to the members of Volex plc continued ## Key audit matter ### Carrying value of investments in subsidiaries (Company) Refer to note 2 and note 5 of the Company financial statements for management's conclusions. The Company holds investments amounting to 450.9 million (2025: $388.3 million) at 31 March 2026. The investments consist of $354.5 million (2025: $325.5 million) of investments in shares, $95.4 million (2025: $61.8 million) of long-term loans and $1.0 million of other investments (2025: $1.0 million). Investments in subsidiaries are stated at cost less provision for impairment while loans are carried at amortised cost. As required by IAS 36 Impairment of assets, management has assessed if there is any indication that the investments balance may be impaired at the reporting date. If any such indication exists, the entity shall estimate the recoverable amount of the asset. The assessment of potential impairment indicators involves management judgement and any identified impairment requires significant estimation of forecast cash flows. Given this, it is regarded as a key audit matter. Additionally, management has assessed, under IFRS 9 Financial instruments, whether any of the long term loans should be impaired. ## How our audit addressed the key audit matter Our procedures to assess management's assessment of the carrying amount of investments in subsidiaries included: - Obtaining management's impairment assessment of the investments as at 31 March 2026; - Challenging management on the completeness of their consideration of impairment indicators by comparing them with those required to be considered per the requirements of IAS 36 and our knowledge of the business; - Comparing the carrying value of the investments to the net assets of the underlying subsidiaries to corroborate management's impairment indicator assessment; - Reviewing management's cash flow forecasts for the respective investments and challenged the key assumptions used in the model; - Corroborating management's assessment to the results of the goodwill impairment review. We also considered the market capitalisation of the Group with reference to the aggregate carrying value of investments in subsidiaries in the Company to identify other possible impairment indicators. - Assessed the related expected credit loss of long term loans in line with IFRS 9 Financial Instruments principles. Based on the procedures performed, we noted no material differences arising from our work. ## How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate. In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed by us, as the Group audit team, or through involvement of our component auditors. The Group operates across multiple countries in Asia, Europe and North America. Our approach gives us sufficient, appropriate coverage on all segments. Where work was performed by component auditors, we determined the level of involvement we needed to have in the audit work for each reporting unit to be able to conclude whether sufficient, appropriate audit evidence had been obtained as a basis for our opinion on the Group financial statements as a whole. We performed site visits to Murat Ticaret (Türkiye), Volex Inc (Mexico) and Volex Indonesia. For all the other components, we conducted our oversight of the component teams through video conferencing, remote working paper reviews and other forms of communication as considered necessary to satisfy ourselves as to the appropriateness of the audit work performed by our component teams. We identified nine components which, in our view, required an audit of their complete financial information, either due to their size or risk characteristics. This included the operating subsidiaries in Türkiye, Republic of Ireland, Indonesia, Mexico, Singapore, Poland and the Head Office. An audit of certain financial statements line items (FSLIs) was performed at a further five components. The above gave us coverage of at least 75% of consolidated revenue and 70% of consolidated profit before tax, adjusting items and share based payments. As a whole, these procedures gave us the evidence we needed for our opinion on the Group financial statements. --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 136 # Independent auditors' report to the members of Volex plc continued ## The impact of climate risk on our audit In planning our audit, we considered the potential impacts of climate change on the Group's business and financial statements. We: - Inquired of management to understand the extent of the potential impact of climate risk on the Group's and Company's financial statements; - Reviewed management's risk assessment and governance processes in place to address climate risk impacts; - Evaluated management's assessment of the impact of climate risk on the financial statements, including the potential impact on the underlying assumptions and estimates; and - Obtained an understanding of the carbon reduction commitments made by the Group and the potential implications of these for the financial statements. Our procedures did not identify any material impact as a result of climate risk on the Group's and Company's financial statements. ## Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: | | Financial statements - Group | Financial statements - Company | | --- | --- | --- | | Overall materiality | $8,500,000 (2025: $3,900,000). | $4,348,000 (2025: £2,700,000). | | How we determined it | 0.75% of revenue | 1% of total assets | | Rationale for benchmark applied | The Group is currently in a high-growth phase, sets its targets based on revenue, and is publicly listed. Accordingly, total revenue is considered an appropriate measure of business performance and, in our view, serves as one of the primary metrics used by shareholders to assess the Group's performance. The benchmark was changed from adjusted profit before tax to revenue because profit-based measures were considered less reflective of the Group's performance, given the Group's low margins and the significant number of recurring and non-recurring adjustments (e.g. acquisition-related and restructuring items) impacting profit before tax. | Total assets was considered an appropriate benchmark to use due to the Company's status primarily as an investment holding company. | For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between $500,000 and $5,000,000. Certain components were audited to a local statutory audit materiality that was also less than our overall Group materiality. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2025: 75%) of overall materiality, amounting to $6,375,000 (2025: $2,925,000) for the Group financial statements and $3,261,000 (2025: £2,025,000) for the Company financial statements. In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate. We agreed with those charged with governance that we would report to them misstatements identified during our audit above $425,000 (Group audit) (2025: $195,000) and $217,400 (Company audit) (2025: £135,000) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 137 # Independent auditors' report to the members of Volex plc continued ## Conclusions relating to going concern Our evaluation of the directors' assessment of the Group's and the Company's ability to continue to adopt the going concern basis of accounting included: - Obtaining and reviewing the Group and Company cash flow forecasts for the going concern period, challenging the Directors' assumptions used and verifying that these were consistent with our existing knowledge and understanding of the business, as well as with the Board-approved budget; - Reviewing the Group and Company cash flow forecasts for both the base case and a severe but plausible downside scenario, evaluating the assumptions used, and verifying the Group's and Company's ability to maintain liquidity within the going concern period under these scenarios; - Testing the model for mathematical accuracy and assessing the reasonableness of sensitivities performed by management; - Reading and understanding the key terms of its committed debt facilities to understand the terms and tested compliance with the loan covenants; and - Assessing the adequacy of the disclosure provided in the going concern section of note 2 of the Group and Company financial statements. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's and the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group's and the Company's ability to continue as a going concern. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. ## Reporting on other information The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. ## Strategic report and Directors' Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 31 March 2026 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report. ## Responsibilities for the financial statements and the audit ### Responsibilities of the directors for the financial statements As explained more fully in the Statement of Directors' Responsibilities in Respect of the Financial Statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group's and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so. ### Auditors' responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect --- / GOVERNANCE Volex plc Annual Report and Accounts for the year ended 31 March 2026 138 # Independent auditors' report to the members of Volex plc continued a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006 and compliance with corporate tax legislation in jurisdictions within which the Group operates, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial results, risk of fraud in revenue recognition and potential management bias in accounting estimates. The Group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the Group engagement team and/or component auditors included: - Inquiry of Directors, management and the Company's in-house legal and compliance team around actual and potential non-compliance with laws and regulations and fraud; - Inspection of supporting documentation where appropriate; - Reviewing minutes of meetings of the Board of Directors; - Identifying and testing journal entries, based on our assessed risk criteria, in particular any journal entries posted with unusual account combinations; - Challenging assumptions and judgements made by management in relation to their significant accounting judgements and estimates; - Incorporating a level of unpredictability into our testing; and - Review of related work performed by the component audit teams, including their responses to risks related to management override of controls and to the risk of fraud in revenue recognition. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report. ## Use of this report This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. ## Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: - we have not obtained all the information and explanations we require for our audit; or - adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or - certain disclosures of directors' remuneration specified by law are not made; or - the Company financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. **Richard Porter** (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 24 June 2026 --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026. 139 # **FINANCIALS** | Consolidated income statement | 140 | | --- | --- | | Consolidated statement of comprehensive income | 141 | | Consolidated statement of financial position | 142 | | Consolidated statement of changes in equity | 143 | | Consolidated statement of cash flows | 144 | | Notes to the consolidated financial statements | 145 | | Company statement of financial position | 189 | | Company statement of changes in equity | 190 | | Notes to the company financial statements | 191 | | Alternative performance measures | 205 | | Five-year summary | 207 | | Shareholder information | 208 | # Financials ![img-39.jpeg](img-39.jpeg) --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 140 ## Consolidated Income Statement For the year ended 31 March 2026 (52 weeks ended 30 March 2025) | | Notes | 2026 | | | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Before adjusting items and share-based payments $'m | Adjusting items and share-based payments (note 4) $'m | Total $'m | Before adjusting items and share-based payments $'m | Adjusting items and share-based payments (note 4) $'m | Total $'m | | **Revenue** | 3 | **1,242.6** | – | **1,242.6** | 1,086.5 | – | 1,086.5 | | Cost of sales | | **(953.9)** | **(2.4)** | **(956.3)** | (853.7) | – | (853.7) | | Gross profit | | **288.7** | **(2.4)** | **286.3** | 232.8 | – | 232.8 | | Operating expenses | | **(161.4)** | **(3.9)** | **(165.3)** | (126.6) | (23.3) | (149.9) | | **Operating profit** | 7 | **127.3** | **(6.3)** | **121.0** | 106.2 | (23.3) | 82.9 | | Share of net (loss) / profit from associates | 16 | **1.7** | **(8.7)** | **(7.0)** | 4.2 | – | 4.2 | | Finance income | 5 | **1.0** | – | **1.0** | 0.7 | – | 0.7 | | Finance costs | 6 | **(21.6)** | – | **(21.6)** | (23.5) | – | (23.5) | | Profit before taxation | | **108.4** | **(15.0)** | **93.4** | 87.6 | (23.3) | 64.3 | | Taxation | 10 | **(25.6)** | **(0.5)** | **(26.1)** | (19.4) | 4.1 | (15.3) | | **Profit for the year** | | **82.8** | **(15.5)** | **67.3** | 68.2 | (19.2) | 49.0 | | Profit attributable to: | | | | | | | | | Owners of the parent | | **81.2** | **(15.4)** | **65.8** | 67.0 | (19.1) | 47.9 | | Non-controlling interests | | **1.6** | **(0.1)** | **1.5** | 1.2 | (0.1) | 1.1 | | | | **82.8** | **(15.5)** | **67.3** | 68.2 | (19.2) | 49.0 | | Earnings per share (cents) | | | | | | | | | Basic | 11 | **43.5** | | **35.2** | 36.3 | | 25.9 | | Diluted | 11 | **43.1** | | **34.9** | 35.8 | | 25.6 | All activities were in respect of continuing operations. The notes on pages 145 to 188 are an integral part of these financial statements. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 156 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 3. Segment information continued #### Information about major customers Two (2025: one) of the Group's customers individually account for more than 10% of total Group revenue. Revenue from these customers is reported in North America, serving the Complex Industrial Technology and EV & Electrification end-markets and accounts for 29.9% (2025: 12.8%) of total revenue. #### Geographical information The Group's revenue from external customers and information about its non-current assets (excluding deferred tax assets, derivative financial instruments and retirement benefit assets) by geographical location are provided below: | | Revenue | | Non-current assets^{1} | | | --- | --- | --- | --- | --- | | | 2026 $'m | 2025 $'m | 2026 $'m | 2025 $'m | | North America | **645.5** | 503.5 | **73.3** | 71.3 | | Asia | **158.0** | 170.4 | **67.8** | 76.4 | | Europe | **439.1** | 412.6 | **269.0** | 270.4 | | | **1,242.6** | 1,086.5 | **410.1** | 418.1 | $^{1}$ Non-current assets are allocated to geographical regions based on the physical location of the assets. This differs from the basis used for revenue, which is attributed based on the location of the customer relationship. Revenue is attributed to countries on the basis of the geographical location of the customer. Revenue and non-current assets attributable to the United Kingdom was $118.1m (2025: $113.1m) and $20.3m (2025: $23.6m) respectively. ### 4. Adjusting items and share-based payments | | 2026 $'m | 2025 $'m | | --- | --- | --- | | Acquisition-related costs | **1.1** | 0.4 | | Acquisition-related remuneration | **0.6** | 1.0 | | Adjustment to fair value of contingent consideration | **(23.6)** | 0.4 | | Cyber incident costs | – | 0.1 | | Site closure costs | **2.8** | 4.0 | | Measurement loss on assets held for sale | – | 2.2 | | Impairment of goodwill (note 12) | **7.6** | – | | Listing migration costs | **1.2** | – | | Amortisation of acquired intangibles | **9.6** | 10.2 | | **Total adjusting items within operating profit** | **(0.7)** | 18.3 | | Share-based payments (note 29) | **7.0** | 5.0 | | **Total adjusting items and share-based payments within operating profit** | **6.3** | 23.3 | | Associate-related adjusting item (note 16) | **8.7** | – | | **Total adjusting items and share-based payments before tax** | **15.0** | 23.3 | | Tax effect of adjusting items and share-based payments (note 10) | **(4.9)** | (4.1) | | Adjusting tax items (note 10) | **5.4** | – | | **Total adjusting items and share-based payments after tax** | **15.5** | 19.2 | Adjusting items include costs that are one-off in nature and significant as well as the non-cash amortisation of acquired intangible assets. The adjusting items and share-based payments are included under the statutory classification appropriate to their nature but are separately disclosed on the face of the income statement to assist in understanding the underlying financial performance of the Group. Acquisition-related costs of $1.1m (2025: $0.4m) consist of legal and professional fees relating to potential and completed acquisitions. Acquisition-related remuneration consists of additional payments due in relation to post-acquisition performance, to meet ongoing service conditions. These payments were associated with the acquisition of Murat Ticaret, whose post-acquisition performance period ended during the year. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 157 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 4. Adjusting items and share-based payments continued The release of contingent consideration of $23.6m (2025: charge of $0.4m) relates to the Murat Ticaret acquisition, which included contingent consideration tied to two one-year EBITDA-based measurement periods. Following completion of the second measurement period, the targets were not achieved and accordingly no payment was due. The Group remeasured the fair value of the contingent consideration to nil, resulting in a credit of $23.6m within adjusting items (see note 36). Site closure costs of $2.8m (2025: $4.0m) relate to the strategic decision to close sites in Türkiye, our site in Spokane, Washington State, a site in Mexico and our site in Shenzhen, China. Site closure costs in the prior year related exclusively to the closure of the Shenzhen site. The measurement loss on assets held for sale occurred in the prior year when the Group classified its Canadian wire harness manufacturer, Terminal & Cable, as held for sale. As the carrying value of assets held for sale exceeded the fair value less costs to sell, a measurement loss of $2.2m was recognised. Listing migration costs are those legal and professional fees incurred relating to the Group's intention to move its share listing from AIM to the Main Market. Associated with the acquisitions, the Group has recognised certain intangible assets, including customer relationships and customer order backlogs. The amortisation of these intangibles is non-cash and totals $9.6m (2025: $10.2m) for the year. The decrease from the prior year is caused by previously acquired customer relationships and customer order backlogs being fully amortised during the year. ### 5. Finance income | | 2026 $'m | 2025 $'m | | --- | --- | --- | | **Interest on bank balances and deposits** | **1.0** | **0.7** | No other gains or losses have been recognised in respect of receivables held at amortised cost other than those disclosed above, and impairment losses recognised in respect of trade receivables (see note 18). ### 6. Finance costs | | Notes | 2026 $'m | 2025 $'m | | --- | --- | --- | --- | | Interest on bank overdrafts and loans | | **14.9** | 14.2 | | Lease interest payable | 27 | **2.8** | 4.0 | | Net interest expense on defined benefit obligations | 30 | **1.8** | 1.2 | | Unwinding of deferred consideration | | **1.0** | 2.0 | | Other finance costs | | **0.3** | – | | **Total interest costs** | | **20.8** | 21.4 | | Amortisation of debt issue costs | 27 | **0.8** | 2.1 | | **Total finance costs** | | **21.6** | 23.5 | No gains or losses have been recognised on financial liabilities measured at amortised cost (including bank overdrafts and loans) other than those disclosed above. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 158 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 7. Profit for the year Profit for the year has been arrived at after (crediting) / charging: | | Notes | 2026 $'m | 2025 $'m | | --- | --- | --- | --- | | Net foreign exchange loss | | **1.5** | 1.0 | | Research and development costs | 7 | **9.7** | 4.9 | | Depreciation of property, plant and equipment | 14 | **24.0** | 15.6 | | Depreciation of right-of-use assets | 15 | **9.3** | 9.7 | | Amortisation of intangible assets | 13 | **12.8** | 13.4 | | Impairment of goodwill | 12 | **7.6** | – | | Cost of inventories recognised as an expense | | **671.9** | 598.4 | | Write-down of inventories recognised as an expense | | **8.6** | 4.2 | | Staff costs | 9 | **280.4** | 252.6 | | Impairment losses and expected credit loss movement on trade receivables | 18 | **4.0** | 0.2 | | Reversal of impairment losses recognised on trade receivables | 18 | **(0.4)** | (0.7) | | Loss on disposal of property, plant and equipment | | **0.2** | – | Research and development costs disclosed above comprise the following: | | 2026 $'m | 2025 $'m | | --- | --- | --- | | Employment costs | **6.7** | 2.5 | | Raw materials and consultancy | **3.0** | 2.3 | | Other | – | 0.1 | | | **9.7** | 4.9 | In addition to the above, during the current year, $1.5m development costs were capitalised (2025: $2.7m). Reconciliation of operating profit to underlying EBITDA (earnings before interest, tax, depreciation and amortisation, adjusting items and share-based payment charge): | | Notes | 2026 $'m | 2025 $'m | | --- | --- | --- | --- | | **Operating profit** | | **121.0** | 82.9 | | Add back: | | | | | Adjusting items | 4 | **(0.7)** | 18.3 | | Share-based payment charge | 4 | **7.0** | 5.0 | | **Underlying operating profit** | | **127.3** | 106.2 | | Depreciation of property, plant and equipment | 14 | **24.0** | 15.6 | | Depreciation of right-of-use assets | 15 | **9.3** | 9.7 | | Amortisation of intangible assets not acquired in a business combination | 13 | **3.2** | 3.2 | | **Underlying EBITDA** | | **163.8** | 134.7 | --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 159 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 8. Auditors' remuneration The analysis of auditors' remuneration is as follows: | | 2026 $'m | 2025 $'m | | --- | --- | --- | | Fees payable to the Company's auditors for the audit of the Company's annual financial statements | **0.8** | 0.8 | | Fees payable to the Company's auditors and their associates for other audit services to the Group | | | | – the audit of the Company's subsidiaries pursuant to legislation | **0.6** | 0.6 | | Total audit fees | **1.4** | 1.4 | | Total non-audit fees | **0.5** | – | Non-audit fees of $0.5m relate to services provided by the auditors in connection with the Company's proposed move from AIM to the Main Market of the London Stock Exchange. ### 9. Staff costs The average monthly number of employees (including Executive Directors) was: | | 2026 No. | 2025 No. | | --- | --- | --- | | Production | **10,894** | 11,354 | | Sales and distribution | **804** | 803 | | Administration | **1,001** | 1,027 | | | **12,699** | 13,184 | Their aggregate remuneration comprised: | | 2026 $'m | 2025 $'m | | --- | --- | --- | | Wages and salaries | **234.5** | 212.9 | | Social security costs | **36.2** | 32.3 | | Share-based payment charge (note 29) | **7.0** | 5.0 | | Other pension costs (note 30) | **2.7** | 2.4 | | | **280.4** | 252.6 | | Remuneration of key management – Directors of the parent Company | 2026 $'m | 2025 $'m | | --- | --- | --- | | Short term employee benefits | **2.8** | 2.4 | | Social security costs | **0.2** | 0.3 | | Post-employment benefits | **0.1** | 0.1 | | Share-based payment charge | **2.4** | 2.3 | | | **5.5** | 5.1 | --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 160 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 10. Taxation | | 2026 | | | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | Before adjusting items $'m | Adjusting items and share-based payments $'m | Total $'m | Before adjusting items $'m | Adjusting items and share-based payments $'m | Total $'m | | Current tax – expense for the year | (25.9) | (0.8) | (26.7) | (14.7) | 1.7 | (13.0) | | Current tax – adjustment in respect of previous years | (0.4) | (0.3) | (0.7) | (0.3) | – | (0.3) | | Total current tax expense | (26.3) | (1.1) | (27.4) | (15.0) | 1.7 | (13.3) | | Deferred tax – credit / (expense) for the year | 0.6 | 0.3 | 0.9 | (4.4) | 2.4 | (2.0) | | Deferred tax – adjustment in respect of previous years | 0.1 | 0.3 | 0.4 | – | – | – | | Total deferred tax credit / (expense) (note 21) | 0.7 | 0.6 | 1.3 | (4.4) | 2.4 | (2.0) | | **Income tax expense** | **(25.6)** | **(0.5)** | **(26.1)** | **(19.4)** | **4.1** | **(15.3)** | UK corporation tax is calculated at the standard rate of 25% (2025: 25%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 161 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 10. Taxation continued The Group's effective tax rate for the year of 27.9% (2025: 23.8%) is higher (2025: lower) than the standard rate of corporation tax in the UK and can be reconciled to profit before tax per the income statement as follows: | | 2026 | | | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | Before adjusting items $'m | Adjusting items and share-based payments $'m | Total $'m | Before adjusting items $'m | Adjusting items and share-based payments $'m | Total $'m | | Profit before tax | 108.4 | (15.0) | 93.4 | 87.6 | (23.3) | 64.3 | | Tax at the UK corporation tax rate | (27.1) | 3.7 | (23.4) | (21.9) | 5.8 | (16.1) | | Tax effect of: | | | | | | | | Non-deductible expenses and other permanent differences | (2.0) | (0.9) | (2.9) | (4.0) | (0.3) | (4.3) | | Incentives and reduced rate regimes | 4.7 | (0.3) | 4.4 | 3.7 | – | 3.7 | | Foreign exchange and inflation differences | (2.7) | (1.4) | (4.1) | 2.5 | – | 2.5 | | Acquisition consideration adjustments | – | 5.6 | 5.6 | – | (0.3) | (0.3) | | Goodwill impairment and remeasurement losses | – | (1.6) | (1.6) | – | (0.6) | (0.6) | | Current and future remittance of overseas earnings | (1.4) | (2.8) | (4.2) | (1.5) | – | (1.5) | | Investments in associates | 0.4 | (1.5) | (1.1) | 0.7 | – | 0.7 | | Adjustments in respect of previous years | (0.3) | – | (0.3) | (0.3) | – | (0.3) | | Overseas tax rate differences | 2.7 | (1.2) | 1.5 | 2.2 | – | 2.2 | | Current year tax losses and other items not recognised | (0.3) | (0.1) | (0.4) | (0.7) | – | (0.7) | | Deferred tax asset recognition changes | 0.4 | – | 0.4 | (0.1) | (0.5) | (0.6) | | **Income tax expense** | **(25.6)** | **(0.5)** | **(26.1)** | **(19.4)** | **4.1** | **(15.3)** | The tax reconciliation contains additional line items compared to the previous year, therefore the relevant comparatives above and in the narrative have changed to reflect the amounts attributable to those items for the prior year in which they were condensed into the non-deductible expenses line. There is no net impact on the income tax expense. Included in non-deductible expenses and other permanent differences is a net increase to the Group's estimated exposure arising from uncertain tax positions of $nil (2025: increase of $1.5m), which includes a $1.2m credit (2025: $1.5m expense) in respect of underlying items mainly due to resolution of a transfer pricing exposure, and a $1.2m expense (2025: $nil) in adjusting items relating to pre-acquisition tax exposures in an acquired entity. The benefits from incentives and reduced rate regimes primarily arise from R&D, export and investment incentives. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 162 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 10. Taxation continued The impact of foreign exchange differences arose primarily in Türkiye where the functional currency is Euro, but income tax liabilities are required to be calculated using Turkish lira books and records. The previous year included the benefit of inflation adjustments for tax purposes, however in December 2025 the tax law was changed to cancel inflation adjustments for tax purposes for the 2025, 2026 and 2027 tax years. As a result, there was a significant increase to the tax charge in the second half of the year, of which $1.4m relates to the January to March 2025 period, part of the previous financial year. In response to this adverse tax law change, management's judgement changed regarding the distribution of historical Turkish profits which increased the tax charge by a further $2.8m. These amounts arising in connection with the tax law change ($4.2m total) have been taken to adjusting items as they are significant, one-off in nature and do not relate to underlying profits of the current year. The income tax credit reported directly in equity of $2.0m (2025: expense of $0.1m) relates to share-based payments and consists of a current tax credit of $0.2m (2025: $0.1m) and a deferred tax credit of $1.8m (2025: expense of $0.2m). The Group is within scope of the OECD Pillar Two global minimum tax regime. Legislation implementing Pillar Two has been enacted or substantively enacted in the UK and various other jurisdictions in which the Group operates. The Group expects to meet at least one of the Transitional Country-by-Country Reporting Safe Harbours in all but one jurisdiction (2025: all jurisdictions). Under the detailed Pillar Two rules no top-up tax is expected to arise in respect of that jurisdiction and as such no current tax expense has been recorded in respect of Pillar Two taxes (2025: $nil). In future years, particularly after the end of the transitional safe harbour period in FY2028, there is the potential for Pillar Two taxes to apply in a small number of jurisdictions, but these are not expected to be material. The Group continues to refine this assessment and analyse the future consequences of these rules which are still developing globally. The Group continues to apply the amendments to IAS 12 'Income Taxes' issued by the IASB which provide an exemption from the requirement to recognise and disclose deferred taxes arising from enacted or substantively enacted tax law that implements the Pillar Two model rules. ### 11. Earnings per ordinary share The calculation of the basic and diluted earnings per share is based on the following data: | | Notes | 2026 $'m | 2025 $'m | | --- | --- | --- | --- | | Profit for the purpose of basic and diluted earnings per share being net profit attributable to owners of the parent | | **65.8** | 47.9 | | Adjustments for: | | | | | Adjusting items | 4 | **8.0** | 18.3 | | Share-based payment charge | 29 | **7.0** | 5.0 | | Tax effect of adjusting items and share-based payments | 10 | **0.5** | (4.1) | | Underlying earnings | | **81.3** | 67.1 | | | 2026 No. shares | 2025 No. shares | | --- | --- | --- | | Weighted average number of ordinary shares for the purpose of basic earnings per share | **186,868,511** | 185,037,997 | | Effect of dilutive potential ordinary shares / share options | **1,403,039** | 2,384,858 | | Weighted average number of ordinary shares for the purpose of diluted earnings per share | **188,271,550** | 187,422,855 | | Basic earnings per share | 2026 Cents | 2025 cents | | --- | --- | --- | | Basic earnings per share | **35.2** | 25.9 | | Adjustments for: | | | | Adjusting items | **4.3** | 9.9 | | Share-based payment charge | **3.8** | 2.7 | | Tax effect of adjusting items and share-based payments | **0.2** | (2.2) | | Underlying basic earnings per share | **43.5** | 36.3 | --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 163 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 11. Earnings per ordinary share continued | Diluted earnings per share | 2026 cents | 2025 cents | | --- | --- | --- | | Diluted earnings per share | **34.9** | 25.6 | | Adjustments for: | | | | Adjusting items | **4.3** | 9.7 | | Share-based payment charge | **3.7** | 2.7 | | Tax effect of adjusting items and share-based payments | **0.2** | (2.2) | | Underlying diluted earnings per share | **43.1** | 35.8 | The underlying earnings per share has been calculated on the basis of profit before adjusting items and share-based payments, net of tax. The Directors consider that this calculation gives a better understanding of the Group's earnings per share in the current and prior years. ### 12. Goodwill | | 2026 $'m | 2025 $'m | | --- | --- | --- | | **Cost** | | | | At the beginning of the year | **122.6** | 123.8 | | Transferred to held for sale | – | (1.4) | | Exchange differences | **4.4** | 0.2 | | At the end of the year | **127.0** | 122.6 | | **Accumulated impairment losses** | | | | At the beginning of the year | **2.4** | 2.4 | | Impairment | **7.6** | – | | At the end of the year | **10.0** | 2.4 | | **Carrying amount at the end of the year** | **117.0** | 120.2 | | Carrying amount at the beginning of the year | **120.2** | 121.4 | Goodwill acquired in a business combination is allocated, at acquisition, to the business units that are expected to benefit from that business combination. After recognition of impairment losses and exchange differences, the carrying amount of goodwill has been allocated to the following CGUs: | | 2026 $'m | 2025 $'m | | --- | --- | --- | | DE-KA | **39.3** | 37.0 | | GTK | **10.2** | 10.0 | | inYantra | **8.0** | 8.8 | | Irvine Electronics | **3.8** | 3.8 | | MC Electronics | **1.0** | 1.0 | | Murat Ticaret | **41.8** | 39.4 | | Prodamex | **2.9** | 2.9 | | RDS | **1.8** | 1.7 | | Servatron | – | 7.6 | | Silcotec | **4.2** | 4.0 | | Volex Asia | **3.6** | 3.6 | | Volex Europe | **0.4** | 0.4 | | | **117.0** | 120.2 | Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to individual cash-generating units or aggregated cash-generating units (together 'CGU'), which are deemed to be the smallest identifiable group of assets generating independent cash flows. Goodwill is not amortised and is retranslated each year at the prevailing rate. The Group annually tests goodwill for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable amount of goodwill is determined from value-in-use calculations. During the year, a decision was made to close the Servatron manufacturing facility in Spokane, Washington, with production and a significant portion of its operations transferring to the Group's existing facility in Irvine, California. Under IAS 36, this restructuring decision constitutes an indicator of impairment of the Servatron CGU. As Servatron will cease to operate as a standalone cash-generating unit, its recoverable amount on that basis is assessed as nil; the value attributable to the transferring operations will be absorbed into the Irvine CGU going forward. Accordingly, the full carrying value of goodwill allocated to the Servatron CGU has been written off, resulting in an impairment charge of $7.6m. This charge reflects the accounting consequence of the reorganisation under IFRS rather than a deterioration in the performance of the combined business. The key assumptions used in the value-in-use calculations are those regarding the discount rates, forecast revenue and costs growth. Management estimates discount rates using pre-tax rates based on the weighted average cost of capital for a market participant and the risks --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 164 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 12. Goodwill continued specific to the business unit. Forecast revenue is based upon forecast customer sales initiatives, new product development, marketing strategy and industry growth rates. Management has considered the impact of climate change on goodwill impairment, including the increased costs of delivering on our ESG strategy and the increased opportunity for green products, such as Electric Vehicles. Based on the information currently available, management do not believe climate change to have a material impact on the assessment of goodwill impairment. The Group prepared a cash flow forecast derived from the most recently approved annual budget, which has been extrapolated over a five-year period. This assumes levels of revenue and profits based on both past performance and expectations for future market development for the CGU. Cash flows beyond the five-year period are extrapolated in perpetuity using growth rates specific to each CGU, which were 2% to 3% (2025: 2% to 4%) in line with long term market expectations. The rates used to discount the forecast cash flows for the CGUs were within a range of a pre-tax discount rate of 9.3% to 16.4% (2025: 7.9% to 22.5%). On a post-tax basis, a discount rate of 7.4% to 12.9% would have been applied. For any CGU with limited headroom, management has performed a sensitivity analysis on each key assumption (revenue growth, pre-tax discount rate and long term growth rate), keeping all other assumptions constant. One CGU, DE-KA, has been considered as part of the sensitivity analysis. We have disclosed the sensitivity analysis below. The results in the table show the amounts by which the related assumptions would have to independently vary such that the carrying value of the CGU equals the recoverable amount. | | Carrying value of CGU | | Revenue growth | | Pre-tax discount rate | | Long term growth rate | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | $'m | Headroom $'m | Assumption | Sensitivity | Assumption | Sensitivity | Assumption | Sensitivity | | DE-KA | **86.8** | 3.1 | 7.3% | (4.2%) | 15.0% | 0.4% | 3.0% | (0.6%) | While management believes the assumptions are realistic, it is possible that an impairment charge would be identified if the key assumptions above changed significantly. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 165 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 13. Other intangible assets | Group | Patents $'m | Capitalised development costs $'m | Software and licences $'m | Customer contracts and relationships $'m | Total $'m | | --- | --- | --- | --- | --- | --- | | **Cost** | | | | | | | At 31 March 2024 | 1.2 | 12.8 | 5.9 | 167.1 | 187.0 | | Additions | – | 2.7 | 0.5 | – | 3.2 | | Disposals | – | – | (0.6) | – | (0.6) | | Transferred to assets held for sale | – | – | – | (2.8) | (2.8) | | Exchange differences | – | – | – | 0.4 | 0.4 | | **At 30 March 2025** | 1.2 | 15.5 | 5.8 | 164.7 | 187.2 | | Additions | – | **1.5** | **1.9** | – | **3.4** | | Exchange differences | – | **(0.1)** | **0.1** | **8.2** | **8.2** | | **At 31 March 2026** | **1.2** | **16.9** | **7.8** | **172.9** | **198.8** | | **Accumulated amortisation and impairment** | | | | | | | At 31 March 2024 | 1.2 | 5.6 | 4.0 | 44.5 | 55.3 | | Amortisation charge for the year | – | 2.5 | 0.7 | 10.2 | 13.4 | | Disposals | – | – | (0.2) | – | (0.2) | | Transferred to assets held for sale | – | – | – | (1.2) | (1.2) | | Exchange differences | – | – | – | 0.2 | 0.2 | | **At 30 March 2025** | 1.2 | 8.1 | 4.5 | 53.7 | 67.5 | | Amortisation charge for the year | – | **2.3** | **0.9** | **9.6** | **12.8** | | Exchange differences | – | **0.1** | **0.1** | **2.0** | **2.2** | | **At 31 March 2026** | **1.2** | **10.5** | **5.5** | **65.3** | **82.5** | | **Carrying amount** | | | | | | | **At 31 March 2026** | – | **6.4** | **2.3** | **107.6** | **116.3** | | **At 30 March 2025** | – | 7.4 | 1.3 | 111.0 | 119.7 | | **At 31 March 2024** | – | 7.2 | 1.9 | 122.6 | 131.7 | Computer software is amortised over the estimated useful life, not exceeding seven years. The amortisation charge for the year is fully expensed within operating expenses. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 166 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 13. Other intangible assets continued Capitalised development costs are amortised over the estimated useful life, typically three years. These costs primarily relate to the development of High-Speed and EV & Electrification-related products. Customer contracts and relationships relate to customer-related intangible assets acquired as part of a business combination. They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight-line basis on the timing of projected cash flows of the contracts and relationships over their estimated useful lives. Customer contracts and relationships include individually significant customer-related assets. The carrying value of these are: | Acquisition | Region | Customer relationship 2026 $'m | Remaining useful life 2026 (years) | Customer relationship 2025 $'m | Remaining useful life 2025 (years) | | --- | --- | --- | --- | --- | --- | | DE-KA | Europe | 15.8 | 9.9 | 16.4 | 10.9 | | Murat Ticaret | Europe | 85.9 | 13.0 | 87.3 | 14.0 | --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 167 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 14. Property, plant and equipment | Group | Freehold land and buildings $'m | Leasehold improvement $'m | Plant and machinery $'m | Assets under construction $'m | Total $'m | | --- | --- | --- | --- | --- | --- | | **Cost** | | | | | | | At 31 March 2024 | 19.3 | 17.8 | 95.0 | 17.4 | 149.5 | | Additions | 7.6 | 0.6 | 16.8 | 17.8 | 42.8 | | Disposals | – | (0.3) | (10.9) | – | (11.2) | | Transferred to completed assets | – | 4.8 | 8.4 | (13.2) | – | | Transferred to assets held for sale | – | – | (1.9) | – | (1.9) | | Exchange differences | 0.1 | (0.4) | (0.2) | (1.2) | (1.7) | | **At 30 March 2025** | **27.0** | **22.5** | **107.2** | **20.8** | **177.5** | | Additions | **10.5** | **1.7** | **18.8** | – | **31.0** | | Disposals | – | **(1.1)** | **(2.5)** | – | **(3.6)** | | Transferred to completed assets | – | **0.1** | **11.5** | **(11.6)** | – | | Reclassifications from right-of-use assets | **11.8** | – | **8.8** | – | **20.6** | | Exchange differences | **0.9** | **0.3** | **3.2** | **0.6** | **5.0** | | **At 31 March 2026** | **50.2** | **23.5** | **147.0** | **9.8** | **230.5** | | **Accumulated depreciation and impairment** | | | | | | | At 31 March 2024 | 1.6 | 8.7 | 47.4 | – | 57.7 | | Depreciation charge for the year | 0.5 | 1.8 | 13.3 | – | 15.6 | | Disposals | – | (0.3) | (10.5) | – | (10.8) | | Transferred to assets held for sale | – | – | (1.7) | – | (1.7) | | Exchange differences | 0.1 | (0.1) | (0.1) | – | (0.1) | | **At 30 March 2025** | **2.2** | **10.1** | **48.4** | – | **60.7** | | Depreciation charge for the year | **1.2** | **2.9** | **19.9** | – | **24.0** | | Disposals | – | **(1.1)** | **(2.2)** | – | **(3.3)** | | Reclassifications from right-of-use assets | **1.0** | – | **3.5** | – | **4.5** | | Exchange differences | **0.1** | **0.1** | **1.7** | – | **1.9** | | **At 31 March 2026** | **4.5** | **12.0** | **71.3** | – | **87.8** | | **Carrying amount** | | | | | | | **At 31 March 2026** | **45.7** | **11.5** | **75.7** | **9.8** | **142.7** | | **At 30 March 2025** | **24.8** | **12.4** | **58.8** | **20.8** | **116.8** | | **At 31 March 2024** | **17.7** | **9.1** | **47.6** | **17.4** | **91.8** | At 31 March 2026, the Group had $2.4m (2025: $7.0m) contractual commitments for the acquisition of property, plant and equipment. Of the $24.0m (2025: $15.6m) depreciation charge for the year, $22.7m (2025: $14.4m) was expensed through cost of sales and $1.3m (2025: $1.2m) was expensed through operating expenses. Depreciation of property, plant and equipment that is used in production activities is expensed through cost of sales. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 168 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 15. Right-of-use assets | | Land and buildings $'m | Equipment $'m | Vehicles $'m | Total $'m | | --- | --- | --- | --- | --- | | **Cost** | | | | | | At 31 March 2024 | 46.5 | 9.1 | 2.0 | 57.6 | | Additions | 12.9 | 0.1 | 0.7 | 13.7 | | Disposals | – | (0.1) | (0.5) | (0.6) | | Remeasurements | 9.1 | – | – | 9.1 | | Transferred to assets held for sale | (2.5) | – | – | (2.5) | | Exchange differences | (3.3) | – | 0.2 | (3.1) | | **At 30 March 2025** | **62.7** | **9.1** | **2.4** | **74.2** | | Additions | – | – | **1.1** | **1.1** | | Disposals | **(2.7)** | – | **(0.8)** | **(3.5)** | | Reclassifications to property, plant and equipment (note 14) | **(11.8)** | **(8.8)** | – | **(20.6)** | | Remeasurements | **3.1** | – | – | **3.1** | | Exchange differences | **2.3** | – | **0.1** | **2.4** | | **At 31 March 2026** | **53.6** | **0.3** | **2.8** | **56.7** | | **Accumulated depreciation and impairment** | | | | | | At 31 March 2024 | 16.5 | 1.9 | 0.8 | 19.2 | | Depreciation charge for the year | 7.6 | 1.3 | 0.8 | 9.7 | | Disposals and remeasurements | (0.1) | (0.1) | (0.3) | (0.5) | | Transferred to assets held for sale | (0.5) | – | – | (0.5) | | Exchange differences | (0.6) | – | – | (0.6) | | **At 30 March 2025** | **22.9** | **3.1** | **1.3** | **27.3** | | Depreciation charge for the year | **7.8** | **0.6** | **0.9** | **9.3** | | Disposals and remeasurements | **(2.0)** | – | **(0.7)** | **(2.7)** | | Reclassifications to property, plant and equipment (note 14) | **(1.0)** | **(3.5)** | – | **(4.5)** | | Exchange differences | **0.7** | – | – | **0.7** | | **At 31 March 2026** | **28.4** | **0.2** | **1.5** | **30.1** | | **Carrying amount** | | | | | | **At 31 March 2026** | **25.2** | **0.1** | **1.3** | **26.6** | | **At 30 March 2025** | **39.8** | **6.0** | **1.1** | **46.9** | | **At 31 March 2024** | **30.0** | **7.2** | **1.2** | **38.4** | Reclassifications from right-of-use assets of $16.1m comprise $10.8m relating to two properties in Türkiye acquired on 11 April 2025 through the exercise of options granted as part of the original DE-KA acquisition, and $5.3m relating to plant and machinery in North America held under leases where ownership transferred to the Group on expiry of the lease term. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 169 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 16. Interests in associates Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. The Group uses the equity method, where the Group's share of post-acquisition profits and losses are recognised in the consolidated statement of comprehensive income (except for losses in excess of the Group's investment in the associate unless there is an obligation to make good those losses). | | 2026 $'m | 2025 $'m | | --- | --- | --- | | Interests in associates: | | | | Kepler SignalTek Ltd | 3.3 | 11.2 | | Terminal & Cable | 0.6 | – | | | 3.9 | 11.2 | #### Kepler SignalTek Ltd The Group owns 35.7% of Kepler SignalTek Ltd ('KST') (a company incorporated in Hong Kong). The company is focused on developing interconnect and finished device solutions for medical OEM customers and also provides high performance data transmission and industrial cable assemblies from their facilities in China and Indonesia. As part of the shareholder agreement, Volex is entitled to appoint one of the three directors to the company. Summarised financial information in respect of KST is set out below. The summarised information below represents amounts before intra-group eliminations. | Summarised statement of financial position | 2026 $'m | 2025 $'m | | --- | --- | --- | | Current assets | 38.5 | 29.9 | | Non-current assets | 2.7 | 3.0 | | Current liabilities | (36.7) | (6.2) | | **Net assets** | **4.5** | **26.7** | A reconciliation of the above summarised financial information to the carrying amount of the interests in the consolidated financial statements is set out below: | Reconciliation to the carrying amounts | 2026 $'m | 2025 $'m | | --- | --- | --- | | Net assets of the associate | 4.5 | 26.7 | | Proportion of the Group | 35.7% | 35.7% | | Carrying amount of the Group's interest in Kepler SignalTek Ltd | 1.6 | 9.5 | | Goodwill | 1.7 | 1.7 | | **Carrying amount** | **3.3** | **11.2** | During the year, KST declared a dividend, with the Group's share being $1.8m (2025: $1.3m). There was no movement in the preference shares owned by Volex (2025: $nil). | Summarised statement of comprehensive income | 2026 $'m | 2025 $'m | | --- | --- | --- | | Revenue | 51.8 | 47.0 | | (Loss) / profit for the year | (17.6) | 11.6 | | Other comprehensive income for the year | 0.4 | 0.7 | | **Total comprehensive (loss) / income for the year** | **(17.2)** | **12.3** | During the year, potential additional tax liabilities of KST in respect of prior years were identified and the Group is currently in discussion with the associate regarding resolution of the exposure. Volex's share of the estimated liability in respect of tax, interest and penalties accrued to 31 March 2026 amounts to $8.7m and has been recognised as an adjusting item within the Group's share of associate losses for the year (see note 4). This estimate is based on current assumptions and remains subject to uncertainty, including the potential for investigation by relevant tax authorities. The combined effect of these items results in a net loss recognised in respect of KST for the year of $6.2m (2025: profit of $4.2m), comprising an underlying profit of $2.5m and an adjusting charge of $8.7m. #### Terminal & Cable At 30 March 2025, Terminal & Cable ('TC'), the Group's Canadian wire harnesses manufacturer focusing on the Off-Highway end-market, was classified as held for sale, with a measurement loss of $2.2m recognised within adjusting items in the prior year (see note 4). The investment was initially recognised at $1.4m on transition from held for sale. Subsequent to the contribution, the Group has recognised its share of the associate's loss of $0.8m. On 2 April 2025, the Group contributed certain trade and assets of TC into a newly incorporated partnership. The partnership is 51% controlled by a local partner, with the Group retaining a 49% interest. Following the transaction, the Group's interest in the partnership is accounted for as an investment in associate using the equity method. As part of the shareholder agreement, Volex is entitled to appoint two of the five directors to the partnership. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 170 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 17. Inventories | | 2026 $'m | 2025 $'m | | --- | --- | --- | | Raw materials | 125.1 | 103.7 | | Work in progress | 25.8 | 20.1 | | Finished goods | 118.2 | 74.1 | | | **269.1** | **197.9** | ### 18. Trade and other receivables | Trade receivables | 2026 $'m | 2025 $'m | | --- | --- | --- | | Amounts receivable for the sale of goods | 247.3 | 211.6 | | Loss allowance | (8.7) | (5.1) | | | **238.6** | **206.5** | | **Other receivables** | | | | Other receivables | 29.7 | 20.1 | | Preference shares due from related parties | 0.3 | 0.3 | | Prepayments | 6.2 | 5.3 | | | **36.2** | **25.7** | | Due for settlement within 12 months | 33.6 | 23.4 | | Due for settlement after 12 months | 2.6 | 2.3 | | | **36.2** | **25.7** | The Directors consider that the carrying amount of trade and other receivables approximates their fair value. Other receivables comprises recoverable sales taxes, supplier deposits and other operating debtors. Two (2025: one) of the Group's customers individually account for more than 10% of total Group revenue. The largest customer operates in the Complex Industrial Technology sector and accounts for 18.7% (2025: 8.0%) of total Group revenue, the second largest customer operates in the EV & Electrification sector and accounts for 11.2% (2025: 12.8%) of total Group revenue. Other than these customers, the Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. At 31 March 2026, the largest customer represented 16.2% of the net trade receivables (2025: 7.4%). The average credit period taken on sales of goods is 72 days (2025: 62 days). An allowance has been made for estimated irrecoverable amounts from the sale of goods. This allowance has been determined by reference to the expected credit loss, which includes consideration of past default experience, an analysis of the counterparties' current financial position, the current economic environment and potential losses. Included in trade receivables are receivables with a carrying value of $48.5m (2025: $13.6m) which are past due at the reporting date for which no provision has been made as there has not been a significant change in credit quality and the amounts are still considered recoverable. The Group does not hold any collateral over these balances. | Ageing of past due but not impaired receivables | 2026 $'m | 2025 $'m | | --- | --- | --- | | 0–60 days | 42.0 | 11.9 | | 60–90 days | 1.8 | 0.9 | | 90–120 days | 3.7 | 0.6 | | 120+ days | 1.0 | 0.2 | | | **48.5** | **13.6** | | Movement in the allowance for doubtful debts | 2026 $'m | 2025 $'m | | --- | --- | --- | | Balance at the beginning of the year | 5.1 | 6.1 | | Amounts recovered during the year | (0.4) | (0.5) | | Increase / (decrease) in allowance recognised in profit or loss | 4.0 | (0.5) | | **Balance at the end of the year** | **8.7** | **5.1** | In determining the recoverability of trade receivables, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. With the exception of the two customers noted above (2025: one customer), the concentration of credit risk is limited due to the customer base being large and unrelated. Given the continued economic uncertainty associated with various global events, the Directors have considered the impact upon IFRS 9 and the Group's provision matrix. After consideration of historical loss rates, organic growth rates, the acquisition and the movement in credit scores observed for a range of customers, the expected credit loss provision has been adjusted to $8.7m (2025: $5.1m). --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 185 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 31. Financial instruments continued #### Interest rate and sensitivity The Group manages its exposure to interest rate risk by maintaining an appropriate mix between fixed and floating rate borrowings. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied. Management regularly reviews the interest rate risk exposure. The Group is exposed to floating rate interest on its facility borrowings at a margin of 1.8% (2025: 2.1%) above SOFR (2025: SOFR). In September 2022, an interest rate swap was entered into following market evaluation, which has enabled the Group to fix the interest rate paid on a notional value of $50m. Had interest rates moved 1% in the year, and all other variables were held constant, including the impact of the interest rate swap, Group profit before tax would have moved by $1.7m (2025: $1.4m). A 1% interest rate sensitivity test has been performed since this represents the Directors' assessment of a reasonably possible change in interest rates. #### Foreign currency risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the euro, Chinese renminbi, Turkish lira and pound sterling. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. The Group's policy is to hedge its related translation exposures through the designation of certain amounts of its foreign currency denominated debt as a hedging instrument. The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows: | | Liabilities | | Assets | | | --- | --- | --- | --- | --- | | | 2026 $'m | 2025 $'m | 2026 $'m | 2025 $'m | | US dollar | **219.2** | 213.0 | **155.5** | 127.6 | | Euro | **64.3** | 53.0 | **58.7** | 63.7 | | Chinese renminbi | **62.7** | 46.4 | **26.6** | 17.7 | | Pound sterling | **13.8** | 32.7 | **9.2** | 11.1 | | Indian rupee | **9.8** | 12.0 | **5.6** | 9.5 | | Turkish lira | **8.5** | 10.5 | **25.2** | 21.3 | | Other | **10.3** | 7.6 | **5.3** | 3.5 | #### Foreign currency sensitivity The following table details the Group's sensitivity to a 10% increase and decrease in the US dollar against the relevant foreign currencies. The 10% rate used represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 10% change in foreign currency rates. The sensitivity analysis includes both external loans and loans to foreign operations within the Group where the denomination of the loan is in a currency other than the currency of the lender or the borrower. A 10% change in foreign exchange rate sensitivity test has been performed since this represents the Directors' assessment of a reasonably possible change in foreign exchange rates. | | Pound sterling impact | | Euro impact | | Chinese renminbi impact | | | --- | --- | --- | --- | --- | --- | --- | | | 2026 $'m | 2025 $'m | 2026 $'m | 2025 $'m | 2026 $'m | 2025 $'m | | 10% depreciation of US dollar against foreign currency | | | | | | | | (i) Profit before tax | **(1.0)** | (0.7) | **3.2** | (0.3) | **(4.1)** | (4.4) | | (ii) Equity^{1} | – | 17.8 | **1.6** | 5.6 | – | – | | 10% appreciation of US dollar against foreign currency | | | | | | | | (i) Profit before tax | **0.9** | 0.6 | **(2.6)** | 0.2 | **3.3** | 3.6 | | (ii) Equity^{1} | – | (14.6) | **(1.3)** | (4.6) | – | – | $^{1}$ Excludes any deferred tax impact. (i) The main exposure impacting profit before tax is on pound sterling monetary liabilities in the Group at the reporting date. (ii) This is mainly attributable to changes in the carrying value of intercompany loans for which settlement is not planned and external borrowing designated as a hedging instrument. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 186 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 31. Financial instruments continued #### Copper commodity price risk Copper price volatility is the single largest commodity price exposure facing the Group. Many of the Group's products, in particular power cords, are manufactured from components that contain significant amounts of copper. Where possible, the Group will pass on copper price movements to its customers. In order to mitigate the remaining volatility associated with copper, the Group has entered into arrangements with its key suppliers to purchase copper. Coupled with these purchases, the Group has entered into a number of contracts with financial institutions, which are linked to the average copper price as published by the London Metal Exchange ('LME'). These contracts have been deemed cash flow hedges of forecast future copper purchases. At the reporting date, the open copper contracts are as follows: | Copper cash flow hedges contracted copper price | 2026 | | 2025 | | | --- | --- | --- | --- | --- | | | Contracted volume (MT) | Fair value $'m | Contracted volume (MT) | Fair value $'m | | $8,000–$9,000 | 144 | 0.3 | 408 | 0.1 | | $9,001–$10,000 | 36 | 0.1 | 429 | 0.1 | | $10,001–$11,000 | 65 | 0.1 | – | – | | $11,001–$12,000 | 225 | – | – | – | | $12,001–$13,000 | 240 | – | – | – | | | **710** | **0.5** | 837 | 0.2 | All contracts expire within 12 months of 31 March 2026. #### Liquidity risk The Group manages liquidity risk by maintaining adequate banking facilities, regular monitoring of forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Included in note 19 is a description of undrawn facilities as at the reporting date. The following table analyses the Group's financial liabilities into relevant maturity groupings to show the timing of cash flows associated with the financial liabilities from the reporting date to the contracted maturity date. The amounts disclosed represent the contracted undiscounted cash flows (based on the earliest date on which the Group may be required to pay). | | Carrying amount $'m | Contractual cash flows $'m | Within 1 year $'m | 1–2 years $'m | 2–5 years $'m | More than 5 years $'m | | --- | --- | --- | --- | --- | --- | --- | | **2026** | | | | | | | | **Non-derivative financial liabilities** | | | | | | | | Trade and other payables | (225.0) | (226.4) | (217.0) | (0.4) | (9.0) | – | | Bank overdrafts and loans | (175.6) | (179.3) | (6.2) | – | (173.1) | – | | Lease liabilities | (30.8) | (40.2) | (10.5) | (8.6) | (11.0) | (10.1) | | **Derivative financial liabilities** | | | | | | | | Derivative financial instruments | (1.7) | (1.7) | (1.7) | – | – | – | | **2025** | | | | | | | | **Non-derivative financial liabilities** | | | | | | | | Trade and other payables | (212.5) | (214.8) | (206.6) | – | (8.1) | (0.1) | | Bank overdrafts and loans | (163.5) | (167.1) | (3.9) | (0.4) | (162.8) | – | | Lease liabilities | (49.0) | (61.2) | (24.1) | (9.1) | (15.3) | (12.7) | | **Derivative financial liabilities** | | | | | | | | Derivative financial instruments | (6.4) | (6.4) | (6.4) | – | – | – | --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 187 # Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ## 31. Financial instruments continued ### Credit risk The Group's principal financial assets are cash and bank balances and trade and other receivables. Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Group. Cash and bank balances comprise cash held by the Group and short term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates to their fair value. The credit risk on these assets is limited because the counterparties are predominantly financial institutions with investment-grade credit ratings assigned by international credit rating agencies. The Group's credit risk is, therefore, primarily attributable to its trade receivables. The Group's customers are predominantly large blue-chip OEMs, contract equipment manufacturers and distributors. The Group regularly reviews the creditworthiness of significant customers and credit references are sought for major new customers, where relevant. The Board recognises that credit risk is a feature of all businesses, especially international businesses. However, it believes that all reasonable steps to mitigate any loss are taken. The net amount of trade receivables reflects the maximum credit exposure to the Group. No other guarantees or security have been given. For further information on the credit risk associated with trade and other receivables, see note 18. ## 32. Contingent liabilities As a global Group, subsidiary companies, in the normal course of business, engage in significant levels of cross-border trading. The customs, duties and sales tax regulations associated with these transactions are complex and often subject to interpretation. While the Group places considerable emphasis on compliance with such regulations, including appropriate use of external legal advisers, full compliance with all customs, duty and sales tax regulations cannot be guaranteed. Through the normal course of business, the Group provides manufacturing warranties to its customers and assurances that its products meet the required safety and testing standards. When the Group is notified that there is a fault with one of its products, the Group will provide a rigorous review of the defective product and its associated manufacturing process and, if found at fault and contractually liable, will provide for costs associated with recall and repair as well as rectify the manufacturing process or seek recompense from its supplier. The Group holds a provision to cover potential costs of recall or warranty claims for products which are in the field but where a specific issue has not been reported. Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other Group companies, the Company considers these to be insurance arrangements and treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee. At the year end, there were no outstanding guarantees (2025: none). ## 33. Related party transactions Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this section of the note. The Group's other related party transactions were the remuneration of key management personnel (refer to note 9). Details of Directors' remuneration for the year are provided in the Remuneration Committee report on page 124. During the year, the Group received a dividend of $1.8m from Kepler SignalTek (2025: $1.3m). The balance due from the associate as at the year end date was $0.3m (2025: $0.3m). The balance due from the Group's other associate, Terminal & Cable, as at the year end date was $0.1m. The Group also held a 43% interest in Volex-Jem Co. Ltd. The Group did not transact with the entity during the current or prior years. The entity was liquidated during the current financial year. The balance due to the associate as at the prior year end date was $0.1m. During the year, the Group reimbursed travel costs of $0.1m in respect of business travel undertaken by the Chief Executive Officer, Lord Rothschild, and on occasion other members of management, using an aircraft owned by Lord Rothschild. The charges recover the direct operating costs of the relevant flights and include no recovery of the fixed or ownership costs of the aircraft and no profit element. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 188 ## Notes to the Consolidated Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 34. Exchange rates The profit and loss accounts of overseas subsidiaries are translated into US dollars at monthly rates of exchange for the year and the consolidated statement of financial position is translated at year end rates. The main currencies are the pound sterling, euro, Mexican peso and Indian rupee. In addition the Group has significant costs in Chinese renminbi and Turkish lira where the entity functional currency is the US dollar or euro. | | 2026 | | 2025 | | | --- | --- | --- | --- | --- | | | Closing rate | Average rate | Closing rate | Average rate | | Chinese renminbi | **6.91** | **7.12** | 7.26 | 7.20 | | Euro | **0.87** | **0.86** | 0.92 | 0.93 | | Indian rupee | **93.99** | **87.81** | 85.52 | 84.26 | | Mexican peso | **18.06** | **18.58** | 20.44 | 18.92 | | Pound sterling | **0.76** | **0.75** | 0.77 | 0.78 | | Turkish lira | **44.38** | **41.27** | 37.77 | 34.08 | ### 35. Events after the balance sheet date On 1 April 2026, the Group utilised $100m of its uncommitted accordion option, increasing the multicurrency revolving credit facility from $400m to $500m. The facility maturity date remains June 2029 and the remaining uncommitted accordion is $100m. On 7 April 2026, the Company announced the launch of an on-market share buyback programme to purchase up to £40m of its ordinary shares of 25 pence each, with all shares repurchased to be cancelled. The programme will end no later than 31 March 2027. ### 36. Business combinations The Group did not complete any acquisitions during the year ended 31 March 2026 or the year ended 30 March 2025. #### Prior period acquisition – Murat Ticaret Kablo Sanayi A.Ş. On 31 August 2023, the Group completed the acquisition of 100% of the share capital of Murat Ticaret Kablo Sanayi A.Ş. ('Murat Ticaret'), a leading manufacturer of complex wire harnesses, headquartered in Türkiye. Murat Ticaret has a number of subsidiaries which have minority interests. The acquisition expanded the Group's presence in the Off-Highway sector. Initial consideration included initial cash of $150.1m and an estimated working capital adjustment payable of $0.1m. The deferred consideration of €7.5m remains payable in 2029 and is carried at a fair value of $7.2m at the year end. The contingent consideration was dependent upon certain EBITDA targets being met post-acquisition over two one-year measurement periods. The total maximum undiscounted contingent consideration across both periods was $43.3m (€40m). During the prior year, the first earn-out payment was paid in full. Following completion of the second earn-out period, the targets were not met. As a result, the Group remeasured the fair value of the contingent consideration, with the release recognised within adjusting items (see note 4). Net cash outflows in respect of acquisitions comprises: | Net cash outflow on acquisitions | 2026 $'m | 2025 $'m | | --- | --- | --- | | Payment of deferred and contingent consideration | | | | – Murat Ticaret – deferred consideration | – | 0.5 | | – Murat Ticaret – contingent consideration | – | 10.4 | | **Net cash outflow** | **–** | **10.9** | --- / FINANCIALS Volex plc Annual Report and Accounts for the year ended 31 March 2026 189 # Company Statement of Financial Position As at 31 March 2026 (30 March 2025) | | Notes | Company | | | --- | --- | --- | --- | | | | 2026 $'m | 2025 $'m | | **Non-current assets** | | | | | Other intangible assets | | **0.2** | 0.3 | | Right-of-use assets | 4 | **0.3** | 0.1 | | Investments | 5 | **450.9** | 388.3 | | Derivative financial instruments | | **–** | 0.5 | | Other receivables | 7 | **–** | 0.4 | | Retirement benefit asset | 11 | **1.8** | 1.7 | | Deferred tax asset | 10 | **4.7** | 7.1 | | | | **457.9** | 398.4 | | **Current assets** | | | | | Inventories | 6 | **2.9** | 4.0 | | Trade receivables | 7 | **13.9** | 15.1 | | Other receivables | 7 | **24.2** | 47.2 | | Current tax asset | | **0.2** | 0.4 | | Derivative financial instruments | | **2.2** | 0.6 | | Cash and bank balances | | **24.5** | 15.8 | | | | **67.9** | 83.1 | | **Total assets** | | **525.8** | 481.5 | | **Current liabilities** | | | | | Trade payables | 9 | **5.7** | 0.6 | | Other payables | 9 | **46.8** | 48.1 | | Lease liabilities | 8 | **0.1** | 0.1 | | Derivative financial instruments | | **1.5** | 6.5 | | | | **54.1** | 55.3 | | **Net current assets** | | **13.8** | 27.8 | | | Notes | Company | | | --- | --- | --- | --- | | | | 2026 $'m | 2025 $'m | | **Non-current liabilities** | | | | | Borrowings | 8 | **170.4** | 160.1 | | Lease liabilities | 8 | **0.2** | – | | Other payables | 9 | **7.4** | 10.1 | | | | **178.0** | 170.2 | | **Total liabilities** | | **232.1** | 225.5 | | **Net assets** | | **293.7** | 256.0 | | **Equity attributable to owners of the parent** | | | | | Share capital | 13 | **59.9** | 59.7 | | Share premium account | 13 | **68.2** | 68.4 | | Hedging and translation reserve | | **(3.6)** | (4.5) | | Investment in own shares | 13 | **(3.2)** | (6.1) | | Merger reserve | | **10.6** | 10.6 | | Retained earnings | | **161.8** | 127.9 | | **Total equity** | | **293.7** | 256.0 | The notes on pages 191 to 204 are an integral part of these financial statements. The profit after tax for the Company amounted to $40.2m (2025: $14.4m). The financial statements of Volex plc (company number: 158956) were approved by the Board of Directors and authorised for issue on 24 June 2026. They were signed on its behalf by: **Rothschild** Chief Executive Officer **Jon Boaden** Chief Financial Officer --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 190 ## Company Statement of Changes in Equity For the year ended 31 March 2026 (52 weeks ended 30 March 2025) | | Notes | Share capital $'m | Share premium account $'m | Hedging and translation reserve $'m | Own Shares $'m | Merger reserve $'m | Retained earnings $'m | Total equity $'m | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | **Balance at 31 March 2024** | | 58.8 | 58.6 | (3.5) | – | 10.6 | 124.1 | 248.6 | | Profit for the year | | – | – | – | – | – | 14.4 | 14.4 | | Other comprehensive expense for the year | | – | – | (1.0) | – | – | – | (1.0) | | Total comprehensive income for the year | | – | – | (1.0) | – | – | 14.4 | 13.4 | | Share issue | 13 | 0.9 | 9.8 | – | – | – | – | 10.7 | | Dividend paid | 14 | – | – | – | – | – | (10.1) | (10.1) | | Scrip dividend related share issue | 14 | – | – | – | – | – | 0.1 | 0.1 | | Own shares purchased in the year | | – | – | – | (10.4) | – | – | (10.4) | | Own shares utilised in the year | | – | – | – | 4.3 | – | (4.3) | – | | Credit to equity for equity-settled share-based payments | | – | – | – | – | – | 3.6 | 3.6 | | Tax effect of share options | | – | – | – | – | – | 0.1 | 0.1 | | **Balance at 30 March 2025** | | 59.7 | 68.4 | (4.5) | (6.1) | 10.6 | 127.9 | 256.0 | | Profit for the year | | – | – | – | – | – | **40.2** | **40.2** | | Other comprehensive income for the year | | – | – | **0.9** | – | – | **(0.3)** | **0.6** | | Total comprehensive income for the year | | – | – | **0.9** | – | – | **39.9** | **40.8** | | Dividend paid | 14 | – | – | – | – | – | **(11.4)** | **(11.4)** | | Scrip dividend related share issue | 14 | **0.2** | **(0.2)** | – | – | – | **2.9** | **2.9** | | Own shares utilised in the year | 13 | – | – | – | **2.9** | – | **(2.9)** | – | | Credit to equity for equity-settled share-based payments | | – | – | – | – | – | **3.7** | **3.7** | | Tax effect of share options | | – | – | – | – | – | **1.7** | **1.7** | | **Balance at 31 March 2026** | | **59.9** | **68.2** | **(3.6)** | **(3.2)** | **10.6** | **161.8** | **293.7** | --- / FINANCIALS Volex plc Annual Report and Accounts for the year ended 31 March 2026 191 # Notes to the Company Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) ## 1. General information Volex plc (the 'Company') is a company domiciled and incorporated in the United Kingdom under the Companies Act 2006 and is listed on AIM, a market on the London Stock Exchange. The Company is a public company limited by shares and is registered in England and Wales. The address of the registered office is given on page 208. The principal activities of the Company are the manufacture and sale of power and data cables and to act as the ultimate holding company of the Volex Group. ## 2. Material accounting policies ### 2.1 Basis of preparation The material accounting policies applied in the presentation of these individual financial statements are set out below. These policies have been applied consistently to all the years presented, unless otherwise stated. The parent Company financial statements are presented in US dollars ($), which is also the functional currency of the Company with effect from 31 March 2025. Prior to this date, the functional currency of the Company was pound sterling (£). The separate financial statements of the Company are prepared in accordance with the Companies Act 2006 as applicable to companies using Financial Reporting Standard 101, 'Reduced Disclosure Framework' (FRS 101). The Company will continue to prepare its financial statements in accordance with FRS 101 on an ongoing basis until such time as it notifies shareholders of any change to its chosen accounting framework. The Company financial statements have been prepared using the historical cost convention, as modified by the revaluation of certain financial assets and financial liabilities and in accordance with the UK Companies Act 2006. The following exemptions from the requirements of IFRS have been applied, in accordance with FRS 101: - Paragraphs 45(b) and 46 to 52 of IFRS 2, 'Share-based Payment' (details of the number and weighted-average exercise price of share options and how the fair value of goods or services received was determined); - Paragraphs 91 to 99 of IFRS 13, 'Fair value measurement', where equivalent disclosures are included in the consolidated financial statements of the Group; and - Paragraph 118(e) of IAS 38, 'Intangible assets' (reconciliations between the carrying amount at the beginning and end of the year). The following paragraphs of IAS 1 'Presentation of financial statements': - 10(d) (statement of cash flows); - 16 (a statement of compliance with all IFRS); - 38 in respect of paragraph 79(a)(iv) comparative information requirements; - 38A (requirement for minimum of two primary statements, including cash flow statements); - 38B-D (additional comparative information); - 111 (cash flow statement information); and - 134-136 (capital management disclosures). - IAS 7 'Statement of cash flows'; - IFRS 7 'Financial instruments: disclosures'; - Paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective); - The requirements in IAS 24 'Related party disclosures' to disclose related party transactions entered into between two or more members of a group; and - Paragraph 17 of IAS 24 'Related party disclosures' (key management compensation). The Company has elected to take the exemption under section 408 of the Companies Act 2006 to not present the parent Company statement of comprehensive income (and separate income statement). The profit for the parent Company for the year was $40.2m (2025: $14.4m). There have been no new or amended accounting standards or interpretations adopted during the year that have a significant impact on the financial statements. ### 2.2 Foreign currencies As described in note 2.1, the functional currency of the Company changed from pound sterling to US dollars with effect from 31 March 2025, applied prospectively in accordance with IAS 21 'The Effects of Changes in Foreign Exchange Rates'. The change reflects the Directors' assessment that the US dollar more faithfully represents the primary economic environment in which the Company operates, having regard in particular to the fact that the majority of the Company's revenues, intercompany funding flows and external financing are denominated in or linked to US dollars, and that the Board monitors the performance of the Company and the wider Group using US dollar metrics. On the date of change, all assets and liabilities were translated into US dollars at the closing exchange rate of $1.2943 : £1, and those translated amounts became the new cost basis for non-monetary items from that date onwards. For the purpose of presenting comparative information, the prior year sterling balances in the statement of financial position and statement of changes in equity have been translated into US dollars at the same rate of $1.2943 : £1. Accordingly, comparative figures throughout the Company financial statements are presented in US dollars on this basis and have not been restated other than for this translation. Transactions in currencies other than US dollars are translated at the exchange rates prevailing at the date of the transaction. At each reporting date, monetary assets and liabilities denominated in foreign currencies are retranslated at the closing rate, with exchange differences recognised in the income statement. Non-monetary items measured at historical cost are not retranslated after initial recognition. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 192 # Notes to the Company Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ## 2. Material accounting policies continued ### 2.3 Going concern The Company's financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. Refer to note 2 of the Group financial statements on page 145 for further information on the going concern assessment. ### 2.4 Revenue recognition Revenue is recognised in accordance with the satisfaction of performance obligations of contracts. The majority of the Company's contracts have just one performance obligation, which is the delivery of goods, which under IFRS 15 'Revenue from contracts with customers' is recognised at a single point, on delivery or pick-up depending on the agreed terms with the customer. This is normally when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has concluded that it is the principal in its revenue arrangements. Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes. The Company's revenues are derived from Europe. ### 2.5 Investments Investments are stated at cost and reviewed for impairment if there are indicators that the carrying value may not be recoverable. An impairment loss is recognised to the extent that the carrying amount cannot be recovered, either by selling the asset or by continuing to hold the asset and benefiting from the net present value of the future cash flows of the investment. Certain loans to and from subsidiary undertakings that are intended to form part of the Group's net investment in those subsidiaries are classified as quasi-equity instruments. These loans are long term in nature and it is the intention of the Directors that they will not be recalled or settled in the foreseeable future. Accordingly, such balances are presented as part of the Group's equity investment in subsidiaries and are not subject to current repayment terms. An expected credit loss assessment was performed on the loan balances in accordance with IFRS 9, the results of which indicated no material impairment and accordingly no adjustment to the carrying value has been recognised. Where subsidiary undertakings incur charges for share-based payments in respect of share options and awards granted by the Company, a capital contribution in the same amount is recognised as an investment in subsidiary undertakings with a corresponding credit to shareholders' equity. ### 2.6 Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Cost includes the original purchase price of the asset and any further costs attributable to bringing the asset to its working condition for its intended use. Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land, which is not depreciated) less their residual values over their useful lives, using the straight-line method on the following basis: | Freehold and long leasehold buildings | Up to 50 years or period of lease, if shorter | | --- | --- | | Plant and machinery | 3 to 15 years | An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement. ### 2.7 Intangible assets – computer software and licences Computer software is stated at cost less accumulated depreciation and any recognised impairment loss. Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and use the specific software. These costs are included in the statement of financial position within intangible assets and are amortised straight-line over their estimated useful lives, not exceeding seven years. Costs associated with maintaining computer software are recognised as an expense as incurred. ### 2.8 Leases Upon commencement of a lease, a right-of-use asset and corresponding liability are recognised. The liability is, initially, measured at the present value of the future lease payments for the lease term. The depreciation of the right-of-use asset and interest on the lease liability will be recognised in the income statement over the lease term. Leases with terms of 12 months or less or deemed low value are not capitalised. ### 2.9 Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using a standard cost methodology and adjusted for material variances such that the adjusted figure represents direct materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Net realisable value is based on estimated selling price, less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. A provision is made for obsolete, slow moving or defective items, where appropriate. ### 2.10 Trade and other receivables For trade receivables, the Company applies the simplified approach permitted by IFRS 9, resulting in trade receivables recognised and carried at original invoice amount less an allowance for any uncollectible amounts based on expected credit losses. The Company assesses, on a forward-looking basis, the expected credit losses associated with its receivables carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. ### 2.11 Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks with original maturities of three months or less and bank overdrafts. In the statement of financial position, bank overdrafts are shown within borrowings in current liabilities. Where a cashpool facility is operated, the right-of-offset is considered. ### 2.12 Borrowings Interest-bearing loans and overdrafts are recognised, initially, at fair value, net of transaction costs incurred. Subsequent to initial recognition, borrowings are measured at amortised cost, using the effective interest rate method. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 193 ## Notes to the Company Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 2. Material accounting policies continued #### 2.13 Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised, initially, at fair value and, subsequently, measured at amortised cost using the effective interest method. #### 2.14 Derivative financial instruments Derivatives are, initially, recognised at fair value on the date a derivative contract is entered into and are, subsequently, remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately. A derivative is classified as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities. Further details of derivative financial instruments are disclosed in note 31 to the consolidated financial statements. #### 2.15 Taxation The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is recognised in other comprehensive income or directly in equity, respectively. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the reporting date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are, generally, recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all, or part, of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled, or the asset is realised based on tax rates and laws that have been enacted or substantively enacted by the reporting date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. #### 2.16 Share-based payment transactions Certain senior employees within the Group (including Executives) receive remuneration in the form of share-based payment transactions, where the individuals are compensated for services they provide with consideration in the form of equity instruments. The parent Company settles the award by delivering its own equity instruments to the employees of the subsidiary. The cost of equity-settled transactions with employees is measured with reference to the fair value of the equity instrument at the date they are granted and for employees of the Company is recognised as an expense over the period in which the performance and / or service conditions are fulfilled, ending on the date on which the employee becomes fully entitled to the award. No expense is recognised for awards that do not ultimately vest as a result of not meeting performance or service conditions. Where all service and performance vesting conditions have been met, the awards are treated as vesting, irrespective of whether or not the market condition is satisfied, as market conditions have been reflected in the fair value of the equity instruments. The fair value determined at the date of grant of the equity-settled share-based payments is expensed to the income statement on a straight-line basis over the vesting period, based on the estimate of the number of options that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The movement in cumulative expense since the previous year end is recognised in the income statement, with a corresponding entry in equity. The fair value of the Company's employee services received in exchange for the grant of the options is recognised as an expense. The fair value of share-based payments in respect of employees of Group subsidiaries is recharged to those subsidiary undertakings on exercise of the awards. In the Company financial statements, the amount recoverable from subsidiaries is reported as a capital contribution increasing the Company's investment in the employing subsidiary. A credit is recognised directly in shareholders' funds for both Company and subsidiary employees. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 194 # Notes to the Company Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ## 2. Material accounting policies continued ### 2.17 Retirement benefits The Company has both defined benefit and defined contribution retirement benefit schemes, the former of which is closed to new entrants. The retirement benefit obligation recognised in the Company statement of financial position represents the deficit or surplus in the Company's defined benefit scheme. For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations carried out at the end of each reporting year. Defined benefit costs are split into three categories: - Past service cost and gains and losses on curtailments and settlements. Remeasurement comprises actuarial gains and losses, the effect of the asset ceiling (where applicable) and the return on scheme assets (excluding interest). These costs are recognised immediately in the statement of financial position with a charge or credit to the statement of comprehensive income in the year in which they occur. Remeasurement recorded in the statement of comprehensive income is not recycled. Net interest is calculated by applying a discount rate to the net defined benefit liability or asset and is recognised within finance costs. As the defined benefit scheme is now closed, no service cost is incurred. Payments to defined contribution retirement benefit schemes are recognised as an expense when employees have rendered service entitling them to the contributions. ### 2.18 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds, net of tax. ### 2.19 Own Shares Employee Benefit Trusts ('EBTs') are consolidated when the parent has control, thus the assets and liabilities of the EBT are included on the Company statement of financial position and shares held by the EBT in the Company are presented as a deduction from equity. ### 2.20 Merger reserve The merger reserve was derived from acquisitions made under old UK GAAP prior to the transition to IFRS. ### 2.21 Dividend distribution Dividend distributions to the Company's shareholders are recognised as a liability in the Company's financial statements in the year in which the dividends are approved by the Company's shareholders. ## 2.22 Critical accounting judgements and key sources of estimation uncertainty In applying the Company's accounting policies, management is required to make judgements and estimates that affect the reported amounts in the financial statements. The most significant are described below. ### Carrying value of investments in subsidiary undertakings and intercompany loans (judgement and estimation uncertainty) The Company holds investments in subsidiary undertakings and intercompany loans with a combined carrying value of $450.9m at 31 March 2026 (2025: $388.3m). Investments in shares are carried at cost less any provision for impairment; loans are carried at amortised cost. Management is required to assess at each reporting date whether any indicators of impairment exist in accordance with IAS 36. This assessment involves judgement as to whether internal or external factors - including the financial performance of subsidiaries, changes in the economic environment, or corporate restructuring activity - constitute impairment indicators. Where indicators are identified, the recoverable amount must be estimated, which requires significant assumptions regarding forecast cash flows, discount rates and long term growth rates. During the year, an impairment charge of $0.5m was recognised against Volex Canada. No impairment indicators were identified in respect of the remaining investment balances at the reporting date. ### Functional currency of the parent company The determination of the functional currency of Volex plc requires management to exercise judgement in identifying the primary economic environment in which the Company operates, in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates. With effect from 31 March 2025, management concluded that the US dollar is the functional currency of the Company, replacing pound sterling. This determination required the weighing of multiple primary and secondary indicators under IAS 21, not all of which were individually conclusive. The most significant factors supporting this conclusion were the currency in which the Company's intercompany income is predominantly invoiced and settled, driven by the continued growth of the Group's North American operations, and the USD denomination of the Company's external financing. Although a portion of the Company's cost base remains GBP-denominated, management concluded that, taken in the round, the indicators clearly support USD as the currency of the primary economic environment. Management also assessed whether the change should have been recognised in an earlier year and concluded that it does not represent a prior-year error. Further details of the accounting treatment and its consequences are set out in note 2.2. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 195 ## Notes to the Company Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 3. Staff costs The average monthly number of employees (including Executive Directors) was: | | 2026 No. | 2025 No. | | --- | --- | --- | | Sales and distribution | 6 | 4 | | Administration | 17 | 21 | | | 23 | 25 | Their aggregate remuneration comprised: | | 2026 $'m | 2025 $'m | | --- | --- | --- | | Wages and salaries | 7.7 | 6.2 | | Social security costs | 1.0 | 0.7 | | Share-based payment charge (note 12) | 3.1 | 2.7 | | Other pension costs (note 11) | 0.4 | 0.4 | | | 12.2 | 10.0 | Directors' remuneration for the year totalled $2.6m (2025: $2.7m). The remuneration of the highest paid Director is $1.3m (2025: $1.6m). Employer contributions of $0.1m (2025: $0.1m) were made to defined contribution personal pension schemes in respect of the Directors. Further details of Directors' remuneration, share options, pension contributions, pension entitlements, fees for consulting services and interests for the year are provided in the Remuneration Committee report on page 124 and form part of the financial statements. ### 4. Right-of-use assets | | Vehicles $'m | Total $'m | | --- | --- | --- | | **Cost** | | | | At 31 March 2024 | 0.1 | 0.1 | | Additions | 0.1 | 0.1 | | Disposals | – | – | | **At 30 March 2025** | **0.2** | **0.2** | | Additions | 0.2 | 0.2 | | **At 31 March 2026** | **0.4** | **0.4** | | **Accumulated amortisation** | | | | At 31 March 2024 | 0.1 | 0.1 | | Amortisation charge for the year | 0.1 | 0.1 | | Disposals | (0.1) | (0.1) | | **At 30 March 2025** | **0.1** | **0.1** | | Amortisation charge for the year | – | – | | **At 31 March 2026** | **0.1** | **0.1** | | **Carrying amount** | | | | **At 31 March 2026** | **0.3** | **0.3** | | **At 30 March 2025** | **0.1** | **0.1** | | **At 31 March 2024** | **–** | **–** | --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 196 ## Notes to the Company Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 5. Investments The Company's fixed asset investments comprise investments in wholly owned subsidiary undertakings, long term loans and other investments as follows: | | Shares $'m | Loans $'m | Other investments $'m | Total $'m | | --- | --- | --- | --- | --- | | **Cost** | | | | | | At 31 March 2024 | 329.5 | 96.1 | – | 425.6 | | Additions | – | 20.4 | 1.0 | 21.4 | | Loan conversion | 16.4 | (16.4) | – | – | | Capital contribution | 1.9 | – | – | 1.9 | | Repayment | (1.2) | (25.0) | – | (26.2) | | Exchange differences | – | (2.5) | – | (2.5) | | **At 30 March 2025** | **346.6** | **72.6** | **1.0** | **420.2** | | Additions | **14.2** | **87.3** | – | **101.5** | | Loan conversion | **12.6** | **(12.6)** | – | – | | Capital contribution | **3.1** | – | – | **3.1** | | Repayment | **(0.4)** | **(43.5)** | – | **(43.9)** | | Exchange differences | – | **2.7** | – | **2.7** | | **At 31 March 2026** | **376.1** | **106.5** | **1.0** | **483.6** | | **Accumulated depreciation and impairment** | | | | | | At 31 March 2024 | 21.1 | 2.5 | – | 23.6 | | Disposal | – | 8.6 | – | 8.6 | | Exchange differences | – | (0.3) | – | (0.3) | | **At 30 March 2025** | **21.1** | **10.8** | – | **31.9** | | Disposal | – | – | – | – | | Impairment | **0.5** | – | – | **0.5** | | Exchange differences | – | **0.3** | – | **0.3** | | **At 31 March 2026** | **21.6** | **11.1** | – | **32.7** | | **Carrying amount** | | | | | | **At 31 March 2026** | **354.5** | **95.4** | **1.0** | **450.9** | | **At 30 March 2025** | **325.5** | **61.8** | **1.0** | **388.3** | | **At 31 March 2024** | **308.4** | **93.6** | – | **402.0** | In the United Kingdom, the Company includes three operational branches, Volex Powercords Europe, Volex Europe Cable Assemblies and the Volex plc Italian branch. Details of the Company's subsidiary undertakings are set out in note 17 'Related undertakings'. Investments in subsidiaries are all stated at cost less provision for impairment. During the year, the Company increased its investment in Volex Group Holdings Limited by subscribing to an additional $12.6m of share capital through capitalisation of an existing loan balance. In addition, the Company acquired a group of assets via a legal entity for $13.1m. The entity owns two properties in Türkiye, which had previously been leased by one of the Group's Turkish businesses and initially recognised as right-of-use assets before being reclassified to property, plant and equipment upon completion of the acquisition. The acquisition resulted in the de-recognition of the related lease liabilities, and the cash flows arising from this acquisition was classified as 'Capital element of lease payments' in the Group's consolidated statement of cash flows. The Company also subscribed to an additional $1.1m of share capital in Volex Canada Inc. During the prior year, the Company increased its investment in its subsidiary, Volex Group Holdings Limited, by subscribing to an additional $16.4m of share capital through capitalisation of an existing loan balance. This subscription was funded through a reduction in the long term loan balance. The Company impaired $8.6m of loans due from Volex Canada Inc (previously named Terminal & Cable TC Inc) following a reassessment of recoverability. The capital contribution of $3.1m (2025: $1.9m) is in respect of the fair value of equity-settled share-based payment transactions during the year with employees of Group subsidiary companies which will be recharged to the employing subsidiaries when the awards are exercised. A corresponding increase to shareholders' funds was recognised. All loans are carried at amortised cost. Interest is charged at either a fixed rate or linked to publicly available benchmarks. During the year, the Company's loans receivable accrued interest and repayments were received from a number of subsidiaries. During the year, the Company received dividends of $15.3m (2025: $16.7m) from three of its subsidiaries (2025: one subsidiary). ### 6. Inventories | | 2026 $'m | 2025 $'m | | --- | --- | --- | | Finished goods | **2.9** | 4.0 | | | **2.9** | 4.0 | --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 197 ## Notes to the Company Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 7. Trade and other receivables | Trade receivables | 2026 $'m | 2025 $'m | | --- | --- | --- | | Amounts receivable for the sale of goods | **14.0** | 15.1 | | Loss allowance | **(0.1)** | – | | | **13.9** | 15.1 | | **Other receivables** | | | | Amounts due from Group undertakings | **22.2** | 45.5 | | Other receivables | **0.6** | 0.4 | | Prepayments | **1.4** | 1.7 | | | **24.2** | 47.6 | | Due for settlement within 12 months | **24.2** | 47.2 | | Due for settlement after 12 months | – | 0.4 | | | **24.2** | 47.6 | Amounts due from Group undertakings are unsecured, non-interest bearing and repayable on demand. ### 8. Borrowings and lease liabilities | | 2026 $'m | 2025 $'m | | --- | --- | --- | | **Borrowings at amortised cost** | | | | Bank loans | **170.4** | 160.1 | | Lease liabilities | **0.3** | 0.1 | | **Total borrowings at amortised cost** | **170.7** | 160.2 | | Amount due for settlement within 12 months | **0.1** | 0.1 | | Amount due for settlement after 12 months | **170.6** | 160.1 | | | **170.7** | 160.2 | At 31 March 2026, debt issue costs of $2.7m were included within the total bank loan balance shown above (2025: $2.7m). Full details of the bank loans are disclosed in note 19 'Borrowings and lease liabilities' of the consolidated financial statements. ### 9. Trade and other payables | | 2026 $'m | 2025 $'m | | --- | --- | --- | | **Trade payables** | **5.7** | 0.6 | | **Other payables** | | | | Amounts owed to Group undertakings | **36.2** | 24.5 | | Other taxes and social security | **1.0** | 0.1 | | Other payables, accruals and deferred income | **17.0** | 33.6 | | | **54.2** | 58.2 | | Due for settlement within 12 months | **46.8** | 48.1 | | Due for settlement after 12 months | **7.4** | 10.1 | | | **54.2** | 58.2 | Amounts owed to Group undertakings are unsecured and repayable on demand. Interest linked to a margin and publicly available benchmarks is charged on certain amounts owed to Group undertakings. The Directors consider that the carrying amount of trade and other payables approximates to their fair value. Included in payables, accruals and deferred income is $7.2m (2025: $27.6m) relating to contingent and deferred consideration for acquisitions. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 198 ## Notes to the Company Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 10. Deferred tax The following are the major deferred tax assets and liabilities recognised by the Company and movements thereon during the reporting year: | | Tax losses $'m | Property, plant and equipment $'m | Share-based payments $'m | Other temporary differences^{1} $'m | Total $'m | | --- | --- | --- | --- | --- | --- | | **At 31 March 2024** | 7.6 | 1.3 | 1.9 | (0.4) | 10.4 | | (Expense) / credit to income statement | (3.1) | (0.2) | 0.1 | (0.2) | (3.4) | | Credit to other comprehensive income | – | – | – | 0.2 | 0.2 | | Expense directly to equity | – | – | (0.1) | – | (0.1) | | **At 30 March 2025** | 4.5 | 1.1 | 1.9 | (0.4) | 7.1 | | (Expense) / credit to income statement | **(4.5)** | **(0.2)** | **0.8** | **(0.2)** | **(4.1)** | | Credit to other comprehensive income | – | – | – | **0.2** | **0.2** | | Credit directly to equity | – | – | **1.5** | – | **1.5** | | **At 31 March 2026** | – | **0.9** | **4.2** | **(0.4)** | **4.7** | $^{1}$ Other temporary differences includes the deferred tax liability on the retirement benefit asset ($0.5m), offset by deferred tax assets on accruals and other payables of $0.1m (2025: ($0.4m) deferred tax liability and $0.1m deferred tax asset, respectively, plus ($0.1m) deferred tax liability in respect of derivative financial instruments). At the reporting date, the Company had unused tax losses of $nil (2025: $18.2m) available for offset against future profits. The brought forward tax losses were fully utilised against taxable profits of the current year. The carrying amount of deferred tax assets is reviewed at each reporting date and recognised to the extent that it is probable that there are sufficient taxable profits to allow all or part to be recovered. Deferred tax assets have been recognised based on future forecast taxable profits. Deferred tax assets and liabilities are measured at the tax rate expected to apply in the year in which the asset is realised or the liability is settled. --- / FINANCIALS Volex plc Annual Report and Accounts^{}[] for the year ended 31 March 2026 199 ## Notes to the Company Financial Statements For the year ended 31 March 2026 (52 weeks ended 30 March 2025) continued ### 11. Retirement benefit asset #### Defined benefit scheme The Company operates a defined benefit pension arrangement called the Volex Executive Pension Scheme (the 'Scheme'). The Scheme provides benefits based on final salary and length of service upon retirement, leaving service or death. The 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 meet the Statutory Funding Objective. The future contributions required to meet the Statutory Funding Objective do not currently affect the balance sheet of the Scheme in these financial statements. The most recent comprehensive actuarial valuation of the Scheme was carried out as at 31 July 2025 and the next valuation of the Scheme is due as at 31 July 2028. In the event that the valuation reveals a larger deficit than expected, the Company may be required to increase contributions above those set out in the existing Schedule of Contributions. The Company does not expect to pay contributions in the year to 31 March 2027. Further details of the Scheme and assumptions associated with the actuarial valuation are provided in note 30 to the consolidated financial statements. #### Defined contribution scheme The Company operates a Group personal pension plan for employees and pays contributions to administered pension insurance plans. Contributions to the defined contribution schemes are charged to the income statement as they fall due. The Group has no further obligations once the contributions have been made. The total cost charged to the Company's income statement in the year was $0.4m (2025: $0.3m). ### 12. Share-based payments The Company currently uses a number of equity-settled share plans to grant options and shares to the Executive Directors and employees of the Company and its subsidiaries. Full details of share-based payments, share option schemes and share plans are disclosed in note 29 'Share-based payments' to the consolidated financial statements. ### 13. Share capital | | Ordinary shares of £0.25 each Number | Par value $'m | Share premium $'m | Total $'m | | --- | --- | --- | --- | --- | | Allotted, called up and fully paid: | | | | | | **At 31 March 2024** | 181,617,533 | 58.8 | 58.6 | 117.4 | | Issue of new shares – Scrip dividend ^{(i)} | 33,575 | – | – | – | | Issue of new shares – Contingent consideration | 2,878,830 | 0.9 | 9.8 | 10.7 | | **At 30 March 2025** | 184,529,938 | 59.7 | 68.4 | 128.1 | | Issue of new shares – Scrip dividend ^{(i)} | 567,596 | 0.2 | (0.2) | – | | **At 31 March 2026** | **185,097,534** | **59.9** | **68.2** | **128.1** | (i) Under the terms of the Company's scrip dividend scheme, shareholders were offered the option to receive ordinary shares in lieu of cash dividends. In respect of the final dividend of 3.0p per ordinary share for the year ended 30 March 2025, 423,012 new fully paid ordinary shares were issued, and in respect of the interim dividend of 1.6p per ordinary share, a further 144,584 new fully paid ordinary shares were issued. In the prior year, 33,575 new fully paid ordinary shares were issued under the same scheme in lieu of the final dividend of 2.8p per ordinary share for the year ended 31 March 2024. On 8 January 2025, 2,878,830 shares were issued to the former owners of Murat Ticaret as part of the first year earn-out payment. The Company does not have any other authorised share capital. Under the FY2026 deferred share bonus plan, shares may be awarded to the Executive management team in lieu of a cash bonus. These will be issued in accordance with the terms of the deferred share bonus plan. #### Own shares | Own shares | 2026 $'m | 2025 $'m | | --- | --- | --- | | At the beginning of the year | **6.1** | – | | Purchase of shares | – | 10.4 | | Sale of shares | **(2.9)** | (4.3) | | **At end of the year** | **3.2** | 6.1 | During the prior year, the Group established a new employee benefit trust. At 31 March 2026, the number of ordinary shares the Company held in Trust was 824,864 (2025: 1,555,157). The market value of the shares as at 31 March 2026 was $4.9m (2025: $5.2m). The Trust has waived any entitlement to the receipt of dividends in respect of its holding of the Company's ordinary shares. In the current year, nil (2025: 2,535,685) were repurchased and transferred into the Trust, with 730,293 (2025: 2,028,057) reissued on exercise of share options.