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Chemring Group PLC
Annual report and accounts 2025
Delivering
the plan
Chemring Group PLC Annual report and accounts 2025
CONTENTS
Strategic report
01 2025 performance
02 Chairman’s statement
04 Investment case
06 Group Chief Executive’s review
10 Market overview and strategy
12 Key performance indicators
14 Focus on Countermeasures & Energetics
16 Focus on Sensors & Information
18 Introduction to sustainability
20 Health and safety
21 Environment
24 Task Force on Climate-related Financial Disclosures (“TCFD) report
33 Our people
34 Ethics and business conduct
36 Financial review
38 Risk management
40 Principal risks and uncertainties
46 Viability statement and going concern
47 Non-financial and sustainability information statement
Governance
48 Chairman’s introduction to governance
50 Board of directors
52 Corporate governance report
65 Audit Committee report
69 Nomination Committee report
71 Directors’ remuneration report
92 Directors’ report
Financial statements
95 Consolidated income statement
96 Consolidated statement of comprehensive income
97 Consolidated statement of changes in equity
98 Consolidated balance sheet
99 Consolidated cash flow statement
100 Notes to the Group financial statements
129 Parent company balance sheet
130 Parent company statement of comprehensive income
130 Parent company statement of changes in equity
131 Notes to the parent company financial statements
135 Accounting policies
142 Independent auditor’s report to the members of Chemring Group PLC
148 Five-year record
Other information
149 Corporate information and website
STRATEGIC ROADMAP
OUR PURPOSE
Chemring helps make the world a safer place. Across physical and digital
environments, our exceptional teams deliver innovative technologies and
products that detect, defeat and counter ever-changing threats.
OUR VISION
To be our customers’ preferred supplier operating in niche markets
with high barriers to entry and where weenjoy sole source or
market-leading positions.
OUR AMBITION
To double annual revenue to c.£1bn by 2030.
GROW ACCELERATE PROTECT
OUR STRATEGIC IMPERATIVES
> Read more on page 5
OUR ESG PILLARS
> Read more on pages 18 to 35
Safety Excellence Innovation
OUR VALUES
Health
and safety
Environment People
Ethics and
business
conduct
OUTLOOK
The Group continues to see robust market conditions, with increasing customer demand for its technology-driven solutions and a resurgent demand for
traditional defence capabilities driving another record order book. This strong outlook is expected to be maintained as we balance near-term performance
withlong-term growth and value creation.
KEY ACHIEVEMENTS
- Resilient revenue growth of 2% with continued strong momentum in
Countermeasures & Energetics, offset by softness in Sensors & Information
due to short-term delays in UK Government spending
- Underlying operating profit margin of 14.8% (2024: 14.3%), reflecting a
focus on operational excellence and Energetics expansion programmes
delivering ahead of schedule
- Improved cash conversion of 114% (2024: 103%) with continued focus
onworking capital
- Net debt was £89.0m (2024: £52.8m), driven by capital investment.
Netdebt to underlying EBITDA of 0.90x (2024: 0.58x)
- Another record order book of £1,345m, providing excellent medium-term
revenue visibility
- Good progress made on capital projects to date with completed programmes
delivering ahead of expectations
- Acquisition of Landguard Systems to further enhance and accelerate growth
in Roke
- The Board’s expectations for the Group’s 2026 operating performance
remain in line with market expectations. Approximately 76% (2024: 77%)
ofexpected 2026 revenue is already covered by the order book
* References to underlying operating profit and earnings per share throughout this
strategic report are to underlying measures from continuing operations; see note 3
for a reconciliation to the statutory profit after tax from both continuing and
discontinued operations of £48.2m (2024: £39.5m). Note 5 contains a reconciliation
of the comparative values that have been re-presented on the basis of the classification
of operations as discontinued. For references to constant currency equivalents of
reported numbers please refer to page 36 for further explanation and for calculation
of underlying cash conversion please refer to page13.
2025 PERFORMANCE
2025
2024
2023
£1,022m
£1,345m
£906m
Group
£1,345m
2025
2024
2023
£105m
£110m
£171m
> Read more on pages 16 to 17
Sensors & Information
£110m
> Read more on pages 14 to 15
2025
2024
2023
£917m
£1,235m
£735m
Countermeasures & Energetics
£1,235m
ORDER BOOK
Revenue
£497.5m
(+1.9%) (+2.8% at constantcurrency*)
Strong performance in Energetics delivering
ahead of schedule and improving operational
performance at our Tennessee Countermeasures
business, offset by a decline in Sensors &
Information as a result of delayed UK
Government order placement.
Underlying operating profit*
£73.5m
(+5.6%) (+6.8% at constantcurrency*)
Resilient high-quality business, and the result
of a focus on operational excellence.
Underlying diluted earnings pershare*
19.4p
(2024: 18.9p)
Increasing tax and interest charges more
thanoffset by increased profitability.
Profit before tax
£67.7m
(+31%)
Profit before tax increased as significant defined
benefit pension transaction costs in the prior
year were not repeated, and an FX gain in the
current year was a loss in the prior year.
Underlying cash conversion*
114%
(2024: 103%)
Continued strong cash conversion, with an
average of 101% on a rolling 36-month basis
(2024: 101%), driven by disciplined working
capital management.
Order intake
£781m
(2024: £649m)
Continued strong order intake in
Countermeasures & Energetics and improving
order intake in Sensors & Information.
FINANCIAL HIGHLIGHTS
Chemring Group PLC Annual report and accounts 2025 1
Strategic report Governance Financial statements
DEAR SHAREHOLDERS
Since joining the Board on 1 October 2024 and becoming Chairman
on1December 2024, I have spent much of my time this year getting
toknowourbusinesses, their leadership teams, workforce, products
andmarket opportunities.
I have continued to be impressed by the calibre of our people and the depth
of technical expertise across all our businesses. The passion and commitment
Ihave observed are underpinned by a robust culture of safety, with a collective
focus on protecting our people, customers, and the communities we serve.
Safety is the foundation of everything we do and must always be our top
priority. As a Board, we will persist in driving further investment and
improvement in this area, reducing risk to our people and automating
processes wherever possible.
Our dedication to achieving zero harm must be matched by an unwavering
focus on delivery, striving to exceed our customers’ expectations by providing
high-quality products and services on time and in full, while simultaneously
anticipating and investing in their future needs. The strength of our enduring
customer relationships enables the sharing of market and product intelligence,
therefore enabling us to respond at pace to their evolving equipment and
technology needs. This is vital in today’s defence environment where the
speed of innovation on the battlefield is such that new products are moving
from concept to deployment in record time, requiring true agility that is well
suited to Chemring.
The significant structural shift in our end markets driven by geopolitical
eventsover the last year has emphasised the critical and, in many cases,
unique sovereign capabilities the Company provides. Ongoing investment in
our capabilities is therefore essential if we are to capitalise on these significant
market opportunities, and to drive further improvements in quality and
delivery we will continue to invest in our infrastructure and people. In doing
so we will continue to grow our revenues and deliver increasing value to all
our stakeholders.
Defence budgets continue to grow, creating significant opportunities for
theGroup as our customers seek to restore and enhance their defence and
national security capabilities. This has resulted in order books that have been
at record levels throughout the year. This visibility, together with the potential
for further grant funding from our customers, opens up opportunities for
usto explore further capacity expansion projects to meet this strong and
enduring market demand, further reinforcing Chemring’s position as a key
supplier to NATO and positioning the Group well for strong future growth.
Strategy
Chemring is a technology-differentiated group operating in niche markets with
high barriers to entry and where our differentiated capabilities provide aclear
competitive advantage. We have a clear strategy for achieving our growth
ambitions which is based on three essential strategic imperatives – grow,
accelerate and protect.
First, we will drive organic growth by investing in our people, in technology
and in increasing capacity. Next, we will inorganically accelerate that growth
by seeking to make acquisitions in expanding, high-priority defence and
national security markets such as cyber, information advantage and US space
and missiles. For these market areas we have a live pipeline of technology
andcapability targets which we are actively evaluating against our robust
acquisition criteria. Finally, we will continue to invest to protect and strengthen
our sole source and market-leading positions through increased modernisation,
automation and new product development. This strategy is fully aligned to the
significant growth opportunities that we are seeing in the market and underpins
our value proposition.
Health, safety and the environment
At Chemring our goal is zero harm. This goes beyond the management of
safety and recognises that we have a duty to ensure that we take appropriate
actions to minimise the impact of our operations on many different levels,
from employee health, safety and wellbeing to climate change.
The Board recognises that the highest levels of safety are required to protect
employees, product users and the general public. We believe that all incidents
and injuries are preventable, and that all employees have the right to expect to
return home safely at the end of every working day. Safety therefore remains
one of the core values within Chemring and is central to our operating philosophy.
A key part of our health, safety and environmental (“HSE) strategy is the
collation and analysis of data at every level to focus on the underlying causes
of incidents and the impact on our operations. This continues to facilitate the
appropriate decision making at all levels of our organisation.
Tony Wood
Chairman
In a geopolitical and business environment
that remains volatile and uncertain, 2025
has been another successful year for
Chemring with strong operational and
financial performance supplemented by
strategic organic and inorganic investment
to drive future growth.
CHAIRMANS STATEMENT
Delivering the plan
Chemring Group PLC Annual report and accounts 20252
Strategic report Governance Financial statements
People and our community
Our values-based culture is central to our workforce feeling enabled to do
theright thing for their colleagues, customers and communities. The values
ofSafety, Excellence and Innovation continue to provide the clarity of what
we stand for and shape our decision making. We continue to focus on listening
to our people through both local engagement tools and our Board engagement
listening groups. Laurie Bowen, non-executive director and Chair of the
Remuneration Committee, is tasked with employee engagement for the Board
and met with employees from four business units across the Group in FY25.
Meetings with over 100 colleagues in sessions at Roke, Chemring Countermeasures
in Tennessee, Chemring Energetics UK in Scotland and Chemring Sensors &
Electronic Systems in North Carolina provided insights into both the challenges
and successes our workforces are experiencing through this period of growth.
This feedback informs the Board and provides a valuable perspective with
which to guide our thinking.
Our focus on Culture & Employee Experience has allowed us to emphasise
doing the right thing for all employees. We established two key aims to guide
our efforts in FY25 and beyond:
- We will always be an organisation where merit is recognised and rewarded.
- All our people decisions will be fair and unbiased, fostering an environment
where everyone can succeed.
These aims are the foundation of the employee experience in Chemring,
andwill serve our goal of creating a high-performing and engaged workforce
to deliver exceptional products and services for all our customers.
Governance and ethics
The Board remains focused on ensuring that we have the necessary policies
and procedures in place to enable the business to operate with integrity and
transparency, and to the highest ethical standards. To that end, we will continue
to strengthen our policies and procedures to ensure that the Group’s governance
remains fit for purpose.
The Group’s Code of Conduct and Operational Framework provide the
necessary governance to enable us to operate in a safe, consistent and
accountable way, and our ESG Committee is responsible for the oversight and
monitoring of Chemring’s governance framework and ethical business conduct
and compliance. Further details on the Committee’s activities during the year
can be found on page 34 of this report.
Dividends
The Board continues to recognise that dividends are an important component
of total shareholder returns. The Board’s objective is for a growing and
sustainable dividend and we have met the target dividend cover of c.2.5 times
underlying EPS, subject inter alia to maintaining a strong financial position.
The Board is recommending a final dividend in respect of the year ended
31October 2025 of 5.3p (2024: 5.2p) per ordinary share. With the interim
dividend of 2.7p per share, this results in a total dividend of 8.0p (2024: 7.8p)
per share, an increase of 3% on the prior year. If approved, the final dividend
will be paid on 10 April 2026 to shareholders on the register on20 March 2026.
Board of directors
Andrew Davies, who had been a non-executive director of Chemring since
May 2016 and the Senior Independent Director since May 2020, retired from
the Board on 31 January 2025, having approached the end of his nine-year
term. As indicated in the 2023 annual report, Fiona MacAulay, who has been
anon-executive director since June 2020, succeeded Andrew as the Senior
Independent Director.
In June the Board confirmed the appointment of Pete Raby as an independent
non-executive director. He joined the Board on 1 September 2025. Pete was
previously CEO of Morgan Advanced Materials plc, the FTSE 250 listed global
manufacturer of advanced carbon and ceramic materials. On joining the Board,
Pete became a member of the Audit, Nomination and Remuneration Committees.
In November 2025, Fiona MacAulay, Senior Independent Director, informed
the Board that she would not be seeking re-election at the Group’s Annual
General Meeting in February 2026. Fiona’s second three-year term as a
non-executive director would otherwise have expired on 2 June 2026.
Aprocess to identify a suitable candidate to replace her is underway.
Conclusion
In closing, and on behalf of the Board, I would like to acknowledge and thank
our people for their support and hard work throughout the year. 2025 has
been a year of further financial and operational progress across the Group
and this could not have been achieved without their skills, commitment and
focus on ensuring that we meet our customers’ critical needs.
Tony Wood
Chairman
8 December 2025
Chemring Group PLC Annual report and accounts 2025 3
Strategic report Governance Financial statements
INVESTMENT CASE
Chemring: investing in sustainable growth
and resilient performance
What we do
Chemring is a specialist manufacturing and
technology business with unique market positions
at the heart of national security, defence and
space sectors. We work with our customers
globally helping to protect their people, assets
and nations, where agility, expertise and
innovation are key to meeting their complex
and evolving needs.
We enjoy market-leading positions, often sole source and qualified on
a particular platform, with a wide range of governments and blue-chip
companies around the world. Our core competencies include:
- The manufacture of specialist materials and devices – military
explosives, propellants and pyrotechnic actuators that are used in a
wide variety of applications, from artillery rounds and strike missiles
to aircrew escape systems and heavy launch space vehicles.
- Supporting UK intelligence and law enforcement agencies with
operational mission support and active cyber defence.
- Advanced defence technologies including tactical electronic warfare,
counter drone and digital battlefield command and control systems.
- Global leader in the manufacture and development of advanced
countermeasures to protect air and naval platforms from the threat
of missiles.
- Highly effective detection systems for the US military to counter
thethreat of biological warfare agents.
With significant exposure to both short-cycle munitions rearmament
and longer-cycle structural changes in defence technology requirements,
Chemring is well placed to capitalise on growing European and US
defence sector budgets.
Strategy
Our strategy, which is based around the strategic imperatives of Grow,
Accelerate and Protect, is also focused on long-term partnerships,
technical excellence and a commitment to protecting lives through
relentless innovation.
Business model and culture
Our business model is built around high barriers to entry and
engineering expertise, sole source positions and enduring customer
relationships. Over 50% of our revenue is sole source, reflecting our
embedded role in critical platforms, on which you often have to be
qualified, and our global reach. Our people operate in high-hazard
environments with a culture of safety, precision and accountability.
Long-term growth drivers
We focus on niche, high-margin markets with global reach and high
barriers to entry – including advanced sensors, electronic warfare,
cyber and energetic materials. These sectors benefit from resilient,
long-term demand, underpinned by rising defence budgets, geopolitical
tensions and the need to modernise and increase industrial capabilities
across NATO and allied nations. Our sole source positions and
technical barriers to entry underpin strong customer loyalty and
premium margins.
Performance-driven value creation
With durable top-line growth, strong and expanding operating
margins, excellent cash generation and a robust balance sheet, we are
well positioned to deliver superior and sustainable shareholder value.
We target mid-single-digit revenue growth in the near term, accelerating
to low-double-digit growth as new capacity comes online. Our ambition
is to reach £1bn in annual revenue by 2030.
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Strategic report Governance Financial statements
OUR VALUES
GROW
Invest in people, technology
and increased capacity to
drive organic growth
- Attractive long-term profitable
growthunderpinned by fundamental
rearmament upcycle that is expected
tocontinue for many years
- Portfolio exposed to a number
ofstructural tailwinds in the defence
andnational security sectors
- Operational excellence evidenced by
strong margins and peer leading through
the cycle cash flow conversion
ACCELERATE
Organic growth through
capacity expansion
supplemented by
bolt-on M&A
- Capacity expansion: often supported
bygovernment funding, in areas we
seesignificant and sustained demand
- Bolt-on M&A – disciplined approach to
strengthen capabilities, fill technology
gaps and maximise synergies
PROTECT
Strengthen and protect our
world-leading positions
through increased
modernisation and R&D
investment in next-generation
products and services
- Preferred supplier in niche markets
withhigh barriers to entry – >50% sole
source and market-leading positions,
often having to be qualified on a
particular platform
- Long heritage and deep expertise in
high-hazard manufacturing – licensed
sites, highly automated, well invested
- We spend over £100m a year
on innovation, c.80% of which is
customer funded
OUR STRATEGIC AMBITION
To double annual revenue to c.£1bn by 2030.
Balancing near-term performance with longer-term growth and value creation
Underpinned by our values of Safety, Excellence and Innovation, our strategy
is comprised of three strategic imperatives. These imperatives will help us achieve
our ambition of doubling our annual revenue to c.£1bn by 2030.
Safety Excellence Innovation
OUR STRATEGIC IMPERATIVES
Our strategy is based on the following three pillars:
OUR STRATEGIC FRAMEWORK
We have evolved our strategic framework to reflect the prevailing market
dynamics and enhanced opportunity enjoyed by the Group.
Chemring Group PLC Annual report and accounts 2025 5
Strategic report Governance Financial statements
GROUP CHIEF EXECUTIVE’S REVIEW
Delivering against our strategy
Michael Ord
Group Chief Executive
INTRODUCTION
Amid heightened geopolitical uncertainty and instability, the Group has
delivered another solid performance in 2025. Global focus on defence
spending continues to intensify, driven by questions surrounding US support
for NATO, the ongoing conflict in Ukraine and the urgent need for Europe to
rebuild its defence industrial base, and rising tensions across the Asia Pacific
region. These dynamics support a sustained upcycle in defence and security
investment – one that is expected to last well into the next decade, ifnot longer.
Against this backdrop, demand for Chemring’s capabilities has reached
unprecedented levels. Meeting and exceeding our customers’ critical requirements
has never been more vital and I want to express my sincere thanks to all our
dedicated employees, whose professionalism and commitment have once
again been exemplary throughout the year.
Markets
Rising global tensions are driving increased defence spending, creating strong
opportunities that are well aligned with Chemring’s portfolio of products and
services. NATO remains the cornerstone for collective security, but pressure
from the Trump administration has forced EU member states to dramatically
escalate defence spending and to rebuild the defence industrial base.
As part of a renewed National Security Strategy, the UK aims to boost
defence spending to 2.6% of GDP by 2027, 3% in the next parliament, and 5%
by 2035, reinforcing its NATO and domestic commitments. Central to this is
the Strategic Defence Review (“SDR”) 2025, backed by a Defence Industrial
Strategy focused on sovereign capability, nuclear deterrence and industrial
resilience. The SDR outlines a “defence dividend” to strengthen innovation,
industry partnerships and economic growth – thereby supporting long-term
investment and strategic independence for the UK defence sector. In particular,
the SDR sets out clear demand signals in terms of a long-term strategic funding
pipeline for munitions and energetics, with total investment projected at £6bn
over the current parliament, distributed across “always-on” factories, stockpile
enhancements and missile procurement.
The SDR also places cyber and electronic warfare (EW) at the core of
national defence, establishing a new Cyber & Electromagnetic Command
tounify cyber, EW and information operations. Backed by over £1bn in
investment, the UK is developing a “Digital Targeting Web” to integrate AI,
sensors and precision weapons across domains, enabling faster, data-driven
battlefield decisions, while a dedicated £400m annual fund will drive innovation
in cyber technologies. Drawing on lessons from Ukraine, the UK emphasises
spectrum dominance and sub-threshold conflict preparedness, and aims to
lead NATO in digital warfighting capabilities.
The EU’s growing role within NATO represents a strategic diversification
ofEuropean defence policy. NATO member states have adopted the “Hague
Investment Plan,” pledging to raise defence spending to 5% of GDP by 2035
– 3.5% for core military needs and 1.5% for broader security. Simultaneously
the EU is undergoing a major transformation in defence strategy, shifting from
fragmented national programmes to deepening co-operation, financing at the
supranational level and focusing on advanced capabilities such as drones,
integrated air and missile defence, cyber and innovation.
2025 has been another year of progress
across the Group with improving returns
forour shareholders underpinned by strong
margins and cash conversion. The continued
strong momentum in Countermeasures &
Energetics was offset by softness in Sensors
&Information, primarily driven by short-term
delays in UK Government spending. The
record order book demonstrates that customer
spending priorities align well with Chemring’s
market-leading products and services. Overall,
this performance reflects the focus that we
have placed on building a resilient, higher
quality business in recent years. With a
strong and sustainable platform to drive
further growth we maintain our ambition
todouble the Group’s annual revenue to
c.£1bn by 2030.
European defence spending has risen sharply, reaching a record €326bn in 2024,
with a further €100bn increase projected by 2027. This growth is supported
by major EU initiatives, including the €800bn “Readiness 2030” programme
and the Security Action for Europe (SAFE”) financial instrument, which offers
up to €150bn in loans for joint procurement projects. EU member states are
also activating the national escape clause to boost national defence budgets
and are raising up to €1bn to extend the Act in Support of Ammunition
Production (“ASAP”), more than doubling its original €500m funding.
The UK and the EU have also formalised a new defence partnership enabling
joint missions, industrial co-operation and strategic dialogue, marking the most
significant security alignment since Brexit.
The US remains the largest defence market globally. The US Department of
Defense (“DoD”) funding request for FY26 is US$848.3bn, with the Trump
administration seeking a one-time US$113bn infusion from Congress, via
reconciliation legislation, to elevate the total DoD funding to US$961bn. Major
investment priorities focus on preserving US technological dominance in areas
such as integrated sensing, cyber capabilities, hypersonic missiles and directed
energy. The Group’s differentiated capabilities give us the opportunity to
compete in this large and growing market.
Chemring Group PLC Annual report and accounts 20256
Strategic report Governance Financial statements
2025 performance
It is pleasing to report a solid set of results for the financial year despite a
challenging year for our Roke business as a result of delayed UK Government
order placement across both National Security and Defence. This outturn
continues to demonstrate good progress against our strategic goal of balancing
short-term performance with longer-term value creation, and again highlights
the resilient nature of our business model.
Revenue was up 1.9% to £497.5m (2024: £488.3m), underlying operating
profit was up 5.6% to £73.5m (2024: £69.6m) and underlying profit before tax
was up 4.6% to £67.8m (2024: £64.8m). Underlying diluted earnings per share
was up 2.6% to 19.4p (2024: 18.9p).
The underlying operating profit of £73.5m (2024: £69.6m) resulted in an underlying
operating margin of 14.8% (2024: 14.3%), driven by the strong performance
of our Energetics businesses, which have delivered ahead of schedule, and
improving operational performance at our Tennessee Countermeasures business.
At a statutory level, statutory operating profit was £73.4m (2024:£56.6m)
and after statutory finance expenses of £5.7m (2024: £4.8m), statutory profit
before tax was £67.7m (2024: £51.8m). Statutory profit after tax from continuing
operations was £53.3m (2024: £41.5m) giving a statutory basic earnings per
share from continuing operations of 19.7p (2024: 15.2p).
In the Energetics sector we continue to see increased levels of activity and
demand in the propellants and energetic materials markets as customers
re-evaluate their operational usage and stockpile requirements associated
withtraditional defence capabilities. As a result, our specialist energetic materials
businesses, which design and manufacture high-precision engineered devices
and specialist materials, have seen strong customer demand with order intake
increasing by 50.6% to £524m (2024: £348m) demonstrating the strength of
the sole source, often qualified positions, that the Group maintains.
At the start of the financial year our Norwegian subsidiary, Chemring Nobel,
signed a twelve-year framework agreement with Diehl Defence GmbH & Co.
KG("Diehl Defence") for the supply of MCX energetic material. Under this
framework agreement Chemring Nobel received an initial purchase order
valued at €231m, with deliveries to be made over a five-year period
commencing in early 2027. Chemring Nobel also signed a three-year supply
agreement with SAAB Switzerland for the supply of HMX, valued at £36m,
which will see deliveries being made between 2028 and 2030. Chemring
Nobel also signed a £23m ten-year agreement with Nammo for the supply
ofvarious HMX products, with deliveries made between 2027 and 2037.
In January, our Scotland-based business received an order valued at £23m
forthe delivery of critical components used in the Next Generation Light
AntiTank Weapon ("NLAW") system, and then a further award of £24m
inOctober. These awards follow on from the £43m contract received from
SAAB in March 2023. The Group expects to see deliveries under these latest
contracts commencing in 2026 and continuing into 2028, providing a solid
foundation for operations. The business continues to make excellent progress
in the construction of its new propellants manufacturing facility which remains
on schedule, with costs in line with the plan. Construction of the new buildings
is now complete, equipment has been installed and the commissioning and
licensing process is underway. Once live production starts in early 2027 this
new facility will provide increased capacity and throughput in a safe and
modern manufacturing environment.
We have also seen growing demand for precision engineered devices for
space and missile applications, with our Chicago business receiving a significant
level of orders throughout the year. This included an order in November 2024
valued at US$106m for the delivery of critical components for use in an undisclosed
US missile programme. Deliveries under this contract will be over a five-year
period commencing in 2026, with continuous flow manufacturing made possible
by the additional 45,000 sq. ft. facility that commenced operations in April 2024.
In June, the business was awarded a US$65m contract for aircrew flight equipment
test systems. Work under this contract is expected to be completed by June 2030.
In Countermeasures we have continued to see steady customer demand
maintaining our position as a world leader inthe design, development and
manufacture of advanced expendable countermeasures. Order intake was
£78m (2024: £151m) reflecting receipt of multi-year awards in the prior year.
Our UK Countermeasures business (“CCM UK”) continued to see strong
order intake with notable awards including an £11m order from the UK MOD
for the supply of various air countermeasures in support of current and future
operations. All work under this contract will be performed at CCM UK’s
facility near Salisbury, with deliveries being made during FY27 and FY28. In
theUS, our fully automated facility in Tennessee saw steady improvement in
performance throughout the year, after a challenging period in the prior year.
Revenue for Countermeasures & Energetics was up by 16.8% to £322.7m
(2024: £276.3m). The sector reported an underlying operating profit of
£61.6m (2024: £45.0m) as underlying operating margin increased to 19.1%
(2024: 16.3%), driven by the strong performance of our Energetics businesses
that have delivered ahead of schedule and improving operational performance
atour Tennessee Countermeasures business. On a constant currency basis
revenue would have been up 18.3% to £326.8m and operating profit would
have been up 38.4% to £62.3m. The statutory operating profit for the year
was £61.0m (2024: £46.6m).
Revenue for Sensors & Information decreased by 17.5% to £174.8m
(2024:£212.0m) and underlying operating profit decreased by 24.6% to
£31.2m (2024: £41.4m), as underlying operating profit margin declined to
17.8% (2024: 19.5%). This was primarily as a result of both delayed UK
Government order placement across both National Security and Defence,
which is a continuation of the trend highlighted in our interim results, and
afallow year at our US business as it transitions between low rate initial
production (“LRIP) and full rate production (FRP) contracts on a key
USProgram of Record for biological agent detectors.
The early action to match Roke’s cost base with demand resulted in
c.80employees leaving the business in the year. This was recorded as a
non-underlying restructuring cost. At the same time we protected Roke’s
reputation as a trusted mission partner, increased the recruitment of highly
cleared personnel and deepened its incumbency across its national security
customers. Ona constant currency basis revenue would have fallen 17.3%
to£175.4m and underlying operating profit would have decreased by 24.4%
to£31.4m.
Chemring Group PLC Annual report and accounts 2025 7
Strategic report Governance Financial statements
2025 performance continued
A fundamental characteristic of the increased threat environment and of
current conflicts is how conventional wars are blending in the use of new
technologies and tactics, and how agility and being able to adapt at pace
areessential to defeat both established and emerging threats. Government
customers are budgeting and investing accordingly, and in this multi-domain,
integrated environment Roke’s capabilities in active cyber defence, EW,
sensors, intelligence, autonomy and AI are seeing strong demand, and making
an important contribution to supporting vital missions. Roke has continued
tomake significant strategic progress in its Defence Products business where
it has a significant (>£300m) five-year international sales pipeline.
In April 2025 it was announced that Roke would lead a UK sovereign industry
collaborative effort to provide security to the UK and its allies. Known as Science
and Technology Oriented Research and development in Missile defence
(“STORM”), this framework contract encompasses a broad spectrum of
missile defence activities and capabilities. Partnering with the United Kingdom
Missile Defence Centre (UK MDC”), Roke will lead a UK sovereign industry
collaborative effort to provide security to the UK and its allies by countering
current and future threats, including ballistic and hypersonic missiles. Valued at
£251m over six years, the STORM framework will see Roke enhance its role
as a trusted partner to the UK MDC, informing critical UK defence decision
making and enabling Roke to play a key role in developing next-generation
missile defence capabilities. As the overall prime contractor Roke will self-deliver
elements of the contract and will also manage industry partners as they deliver
the significant majority of contract value.
In June, the Group announced the acquisition of Landguard Nexus Limited for
up to £20m, creating further opportunities to enhance and accelerate Roke’s
growth. Landguard designs, manufactures and supports software defined
radio systems and associated security products that enable defence, government
and law enforcement customers to protect crucial operational assets. The
acquisition, which completed in August 2025, secures a key partofRoke’s
EWsupply chain and brings thirty specialist engineers to Roke inaddition to
asuite of market-leading products, unique intellectual property and a range
ofcomplementary customer relationships.
In the US, the Enhanced Maritime Biological Detection (“EMBD”) System FRP
contract continued as planned with a further US$15m order received in the
year. On the Joint Biological Tactical Detection System (“JBTDS”) program,
which last year benefited from an LRIP contract that completed in 2024,
weare now supporting the US Army in its field testing and acceptance
trialsahead of the expected FRP contract award in FY26.
These sole source positions with the US DoD provide an excellent opportunity
to penetrate international markets with these products sold under Foreign
Military Sales (“FMS”) and direct commercial sales agreements to key strategic
allies of the US Government.
GROUP CHIEF EXECUTIVE’S REVIEW continued
The Group’s order book at 31 October 2025 was £1.35bn (2024: £1.02bn),
ofwhich approximately £431m is scheduled for delivery during 2026, representing
cover of approximately 76% (2024: 77%) of expected 2026 revenue. On a
constant currency basis, using the 2024 closing exchange rates, the order book
would be £1.32bn. The increase since 31 October 2024 is attributable to strong
order intake across the Countermeasures & Energetics sector.
This leaves £914m of the order book to be delivered in 2027 and beyond.
Atthis stage, this provides approximately 93% of 2027 and 59% of 2028
expected revenue cover in Countermeasures & Energetics.
Net debt at the year end was £89.0m (2024: £52.8m), the increase since
31October 2024 being largely driven by £3.6m of share buyback, growth
individends to £21.5m, and capital investment of £95.6m offset by strong
operating cash generation. Strong underlying operating cash inflow of £112.2m
(2024: £93.9m) represented 114% (2024: 103%) of underlying EBITDA. Our
three-year rolling average cash conversion has been 101% (2024: 101%),
showing that the ongoing focus on working capital improvements is delivering
long-term, sustainable, positive results.
Environmental, social and governance (“ESG)
From an ESG perspective, 2025 has seen us make further progress as we
proactively manage our sustainability agenda. Focus areas included health
andsafety, reducing the impact of climate change, and employee wellbeing.
Asa business we are committed to building a sustainable company of which
allour stakeholders can be proud, both now and in the future.
It is pleasing that our efforts have been recognised externally. In December 2024
we were again given a rating of AAA by MSCI, putting us in the top 3% of the
Aerospace and Defence sector.
Health and safety
Safety is our core value, with the health, safety and wellbeing of our colleagues,
their families, our customers and the communities in which we operate being
our priority. The successful implementation of our HSE strategy continues,
asdoes our focus on achieving zero harm.
Our safety performance in terms of our total recordable injury frequency
(“TRIF”) rate was 0.48, which shows a decrease when compared to last year,
and is below our annual limit of 0.9. Most injuries were either caused by slips,
trips and falls, or were musculoskeletal in nature.
Over the last six years, we have focused on enhancing our approach to
process safety to help facilitate improved design, maintenance and operations
within our high-hazard facilities. As a result, we continue to invest in modern
processes and technology to remove our employees from exposure to
energetic hazards.
In 2019 we mandated that all Countermeasures & Energetics businesses
would need to conduct regular reviews to identify the potential for major
process safety events. This year saw a continued iteration of that review
process, with a further increase in the number of hazard scenarios being
identified as the rigour of process hazard analysis matured.
As a result of this maturing process, we continue to develop an understanding
of our residual risks and throughout this year have continued to take steps
toensure our risks are reduced to the lowest level reasonably practicable.
Our Asset Integrity programme is now operational in all our high-hazard
facilities with the data proving invaluable to our engineering and operational
communities. In addition, our Electrostatic Discharge (“ESD”) Protocol
deployment has been assessed as part of the Line of Defence 2 (LOD2”)
assurance programme with further improvements agreed.
It should be noted that for the fourth year running there have been no injuries
associated with energetic events.
Chemring Group PLC Annual report and accounts 20258
Strategic report Governance Financial statements
Injury reduction
Injury prevention focuses on the reduction of injuries through the adoption of
safety as an inherent part of everything we do. This is enacted through safety
leadership, clear expectations, accountability and establishing a safety culture
that drives learning and improvement, not blame.
This year we have continued to analyse the reporting data aligned to our HSE
strategy, people, plant, process and organisation, which has given us a better
understanding of our root causes which in turn has influenced our assurance
activity. The data has reconfirmed trends regarding musculoskeletal injuries
due to the manual handling nature of some of our processes, together with
slips, trips and falls. The relevant businesses continue to manage these risks
through their local improvement plans.
HSE risk management
Safe delivery of our business continues through the management of risk and
isbuilt around understanding our hazards and establishing clear expectations
and consistency. Our HSE Management System Framework Standard puts our
HSE policy into practice by setting standards on nine core elements across the
Group to drive a robust and common approach to the management of HSE.
Each business within the Countermeasures & Energetics sector is audited
every year and the Sensors & Information sector every three years to ensure
compliance, with high-priority non-compliances being reported and monitored
at Executive Committee level. The changes made in 2025 to our operational
assurance statement process now align to our Fundamental Safety Principles
focusing on people, plant, processes and our organisation, which have been
key features in our LOD2 audits this year.
We measure our HSE performance to reflect both occupational and process
safety. In doing so we have several data points, one of which is an external
review of our prevailing safety culture. Last year a team of third party experts
confirmed all our businesses as operating within the calculative range. This
year our LOD2 programme has focused on closing out all actions related to
our internalRed” Safety Alerts together with compliance with our Fundamental
Safety Principles. Once complete this will establish the businesses as upper
end of calculative before developing a bespoke road map to proactive.
Environment
In line with the Task Force on Climate-related Financial Disclosures (“TCFD”),
the Group continues to enhance its voluntary environmental disclosures,
completing its fourth CDP submission in 2025. Our previous submission
earned a B rating, reflecting progress in climate-related transparency and
action. CDP supports the practical application of TCFD by standardising
disclosures and enabling comparability across organisations.
As our disclosures mature, so does our focus on data quality and governance.
We have established a robust, auditable framework for monitoring emissions
reduction activities, with independent experts verifying data and reporting to
the Group’s Audit Committee. Our corporate sustainability software platform
is now being more effectively utilised and continuously developed to improve
the accuracy of our GHG emissions data across scopes 1, 2, and 3, and to
strengthen emissions tracking, reporting and decision making.
We also made strong progress toward our 2035 net zero target for scope 1
and scope 2 emissions, achieving a 10.6% reduction in market-based emissions
(2024: 13.0%). The Group’s ESG Committee remains focused on managing
ESG risks while balancing near and long-term goals.
We are committed to strengthening internal knowledge sharing and capability
development. Through the Technical Safety Committee, Technical Learning
Group and quarterly “Shared Learning” forums, we promote continuous
learning, operational awareness and the adoption of best practices across
theGroup.
Culture and our people
As we drive towards our 2030 ambitions, we ensure that our workforce is
part of this journey. Transparent and frequent communications are key to
keeping all employees informed. It gives me great pleasure to share our
regular leadership updates (our “global voice”) through our vlogs and hearing
from employees who have questions for me and the senior leadership teams.
Listening is key to creating an engaged workforce that performs at the highest
level for our customers and communities.
Our business unit employee engagement tools across the Group emphasise
the “local accent” and allow all employees to have their voices heard and
empowers line leadership to respond. Keeping the focus locally helps build
trust and strong relationships in our high-performing teams.
We saw changes to the external landscape impacting our people practices this
year. Executive Orders issued in the US provided the opportunity for us to
consider how we were creating a fair and equitable workplace for all current
and future employees. This resulted in us committing to two redefined aims:
- We will always be an organisation where merit is recognised and rewarded.
- All our people decisions will be fair and unbiased, fostering an environment
where everyone can succeed.
These aims get to the heart of doing the right thing for all employees and
reflect our commitment to creating a culture where everyone can have
acompelling career.
Recognising that our culture will help us achieve our 2030ambitions,
westarted a review of our current values-based culture during the year
tounderstand how we can clarify, enhance or evolve it in 2026 and beyond.
Ilook forward to receiving employee feedback on this important topic to
allow our leadership team to shape the best version of our culture.
Lastly, we continue to build the bench strength in our organisation through
our focus on our talent management processes. Identifying our talent and
supporting their career growth through the organisation is always rewarding,
and where external talent is needed, we have welcomed some incredible
individuals to join us at an exciting time in our growth as an organisation.
Wherever people are in our organisation, I am always impressed by their
commitment to each other, to our customers and communities. 2025 has
been another strong year on our journey to 2030.
Current trading and outlook
Trading since the start of the current financial year is running to plan.
TheBoard’s expectations for the Group’s 2026 operating performance
remain in line with market expectations. The Group order book as at
31October 2025 was £1,345m, of which £431m is currently expected to
berecognised as revenue in 2026, giving 76% order cover, which provides
excellent visibility for the full year. This leaves £914m of the order book to
bedelivered in 2027 and beyond. A similar H2 weighting to the Group’s
results asin 2025 is expected in 2026.
With market-leading technologies and services that are critical to our
customers, our niche market positions and our strong balance sheet,
theBoard remains confident that we will continue to grow in the future,
delivering both robust organic and inorganic growth whilst balancing
near-term performance with longer-term growth and value creation.
Michael Ord
Group Chief Executive
8 December 2025
Chemring Group PLC Annual report and accounts 2025 9
Strategic report Governance Financial statements
UK
Total spend
£64bn
Source: SIPRI
Market trends
The UK is redefining its defence and security posture through a number
ofcoordinated strategies, with the Strategic Defence Review (“SDR”) 2025
focusing on warfighting readiness, expanded nuclear and conventional forces,
a new Cyber and Electromagnetic Command and a stronger defence industrial
base. Backed by the 2025 Spending Review, defence spending will rise to 2.6%
of GDP by 2027 – aiming for 3% in the next parliamentary term. The associated
National Security Strategy (“NSS”) 2025 emphasises homeland protection,
hardened infrastructure and a NATO-first, Ukraine-supporting foreign policy.
Finally, the Defence Industrial Strategy (“DIS”) will drive investment in industrial
capacity and balance classical capabilities with emerging technologies like
drones and cyber.
Our challenges and opportunities
The UK Government represents approximately 15.8% of Group revenue
andis a strategic partner in driving innovation and sustaining sovereign
industrial capabilities.
Our strengths are closely aligned with the capability priorities outlined in
theSDR 2025. For our Countermeasures & Energetics sector, this includes
replenishing munition stockpiles, ensuring a continuous supply pipeline backed
by up to sixnew energetics and munitions sites, and investing in the resilience
of the national munitions infrastructure. For Roke, the SDR places significant
emphasis on Cyber and Electromagnetic Activities (“CEMA”), prioritises
improving army lethality through greater digitisation, and highlights the
criticalimportance of integrated air and missile defence.
MARKET OVERVIEW AND STRATEGY
Supportive market dynamics
Chemring is an international technology company,
and we maintain a significant organisational presence
across the US, the UK, Europe and Australia.
The international order is becoming increasingly unstable, being shaped by
geopolitical rivalries including China’s military expansion and assertiveness in
the Indo-Pacific; Russia’s increased aggression in Eastern Europe and cyber
operations; North Korea’s advancing nuclear and missile programmes; and
Iran’s regional influence and ballistic missile capability. In response, many
nations are boosting their defence and security spending while reinforcing
bilateral and multi-lateral partnerships with allies.
The Russia-Ukraine conflict has intensified global security tensions, leading
toincreased military spending and a re-evaluation of defence strategies
worldwide. It has also disrupted energy markets and supply chains, leading
toeconomic uncertainty and prompting greater focus on geopolitical
resilience and the need to re-invest in sovereign capabilities.
China’s rapid military modernisation and expansion, particularly in areas such
as hypersonics, cyber warfare and naval power, pose a significant strategic
threat to allied interests in the Indo-Pacific region. Its growing emphasis
onadvanced technologies and anti-access/area denial capabilities challenges
regional stability and necessitates sustained defence innovation and preparedness.
Strategic priorities that have been outlined in recent UK, US and European
defence planning documents are well aligned to Chemring’s diverse and
specialised capabilities. Priorities are focused on ensuring that our customers
can respond effectively to a rapidly evolving security environment, emphasising
readiness, interoperability, and resilience across multiple domains and focusing
on advanced capabilities such as drones, integrated air and missile defence,
cyber, and innovation. The Group is therefore well placed to play a major
rolein our customers’ upcoming acquisition priorities across our three core
markets, all of which are growing.
2023
2024
2025
2022
£53bn
£63bn
£64bn
£48bn
Chemring Group PLC Annual report and accounts 202510
Strategic report Governance Financial statements
US and Australia
Total spend
US$997bn
Source: SIPRI
Market trends
The US remains the world’s largest defence market, and the Department of
Defense (“DoD”) has requested US$848.3bn in funding for FY26. Additionally,
the Trump administration is pursuing a one-time US$113bn supplemental
allocation through reconciliation legislation, which would bring total DoD funding
to US$961bn. The DoD is also requesting US$142bn for Research, Development,
Test and Evaluation (“RDT&E”) in its base budget, with another US$37bn in
funding expected from budget reconciliation, giving an overall RDT&E budget
of US$179bn. Chemring’s capabilities give us a credible position to compete
inthis expanding and strategically important market.
Total spend
AU$53bn
Source: SIPRI
Australia’s 2025-2026 defence budget is AU$62.7bn, with a focus on growing
spending to 2.3% of GDP by the early 2030s. Key priorities include expanding
missile and long-range strike capabilities and progressing the “AUKUS” trilateral
co-operation agreement between Australia, the UK andthe US. Since the
release of its 2023 Defence Strategic Review, Australia’sgeo-strategic
environment has continued to worsen, with agrowingrisk of military
miscalculation potentially triggering a conflict intheIndo-Pacific region.
The Advanced Capabilities Pillar (Pillar II) of AUKUS focuses on jointly
developing shared defence capabilities and technology interoperability
inadvanced military technologies like advanced cyber, AI, autonomy,
quantum,undersea, hypersonic and counter-hypersonic, EW, innovation
andstreamline information sharing.
Our challenges and opportunities
The US focus on strengthening missile defence, expanding naval and hypersonic
capabilities, advancing AI and cyber technologies, modernising its nuclear force
and reinforcing its defence industrial base all present significant opportunities
for us to leverage our Group-wide capabilities. With an industrial presence in
all three AUKUS nations, Chemring is well positioned to pursue opportunities
arising from the pact, as well as other emerging bilateral and multi-lateral
defence partnerships.
2023
2024
2025
2022
Europe
Total spend
€496bn
Source: SIPRI
Market trends
European defence spending is rising sharply, driven by a complex interplay of
geopolitical, strategic and institutional factors. In 2025, defence budgets across
the continent hit a record €496bn, with forecasts suggesting an additional
€100bn by 2027. This surge reflects Europe’s growing commitment to
strategic autonomy, aiming to lessen reliance on non-European, especially US,
defence suppliers. The shift also signals a broader initiative to reinforce the
continent’s security infrastructure and expand its ability to act independently
on the global stage.
The EU’s “Readiness 2030” initiative plans over €800bn in investments to
boost collective security. Key actions include activating the national escape
clause to raise member states’ defence budgets and launching the Security
Action for Europe (SAFE”) initiative, which offers up to €150bn in loans
forjoint procurement involving at least two countries (EU, EEA, EFTA or
Ukraine). Additionally, EU countries are raising €750m to €1bn to extend
theAct in Support of Ammunition Production (“ASAP) for another year,
more than doubling the original €500m investment.
The Norwegian Government regards the production of military explosives
(critical to numerous NATO missiles and munitions) as its foremost contribution
to international defence efforts. They acknowledge our importance as a supplier
of this capability and we continue working with them to explore the establishment
of anew facility that would substantially expand production capacity.
Our challenges and opportunities
Supported by rising geopolitical tensions and increased defence spending by
NATO member states, the outlook for the European market remains strong
across all sectors and we expect steady, long-term demand for the Group’s
specialised capabilities throughout the region. In addition, the growing
emphasis by European governments on enhancing the scale and resilience
oftheir sovereign defence industrial bases will guide our strategy and create
new opportunities for us in those markets.
2023
2024
2025
2022
€363bn
€431bn
€496bn
€297bn
US$861bn
US$916bn
US$997bn
US$806bn
2023
2024
2025
2022
AU$47bn
AU$50bn
AU$53bn
AU$46bn
Chemring Group PLC Annual report and accounts 2025 11
Strategic report Governance Financial statements
NUMBER OF ENERGETIC EVENTS
CAUSING HARM OR INJURY
NUMBER OF NEAR MISS AND POTENTIAL
HAZARD REPORTS
TOTAL RECORDABLE INJURIES NUMBER
KEY PERFORMANCE INDICATORS
Measuring ourprogress
The Group’s strategy is underpinned by focusing
on a number of key performance indicators (“KPIs”).
These KPIs enable progress to be monitored on the implementation ofthe
Group’s strategy, levels of investment, operational performance and business
development. They also give an early insight into how well the principal risks
and uncertainties are being managed.
SAFETY
ORDERS REVENUE
ORDER INTAKE ORDER BOOK REVENUE
2025
2024
£781m
£649m
2025
2024
4,711
4,744
2025
2024
2025
2024
£1,345m
£1,022m
2025
2024
13
20
2025
2024
0.48
0.69
FREQUENCY RATE
2025
2024
Nil
Nil
1 2 3
4 5 6
£498m
£488m
Similar indicators are used to review performance by each of the Group’s
businesses, albeit the exact nature of these varies between business units
toreflect the differing nature of their operations.
The KPIs that the Board and senior management utilise to assess Group
performance are set out below. All financial KPIs refer to continuing
operations and therefore exclude businesses classified as discontinued
andheld for sale.
Number of energetic events causing harm
orinjury.
Why is it a KPI?
A process safety event is one of the key strategic
safety risks of the business. This indicator
measures those events that have caused
injuryorharm.
Number of near miss and potential
hazardsreported.
Why is it a KPI?
This indicates employee awareness of hazards.
The greater the level of reporting the more
engaged our people are.
Number of recordable injuries per 200,000 man
hours worked.
Why is it a KPI?
This is the rate for all injuries, including those
requiring medical treatment or a restricted
workday, and lost time injuries. It is a more
sensitive indicator of occupational safety than
losttime injury frequency rates, as more minor
events are captured.
Order intake is measured at expected sales value
and represents the last twelve months’ activity.
Why is it a KPI?
The trend of order intake gives an indication of
market conditions and our competitiveness within
our markets.
Order book is measured at expected sales value
and indicates future potential.
Why is it a KPI?
The level of order book, in particular for delivery
in the next year, gives a degree of confidence in
expected future financial performance.
Revenue is measured at sales value less any
applicable sales taxes.
Why is it a KPI?
The trend of revenue gives an indication of both
the state of the end market and our business’
ability to execute orders on time to satisfy
customer needs.
Chemring Group PLC Annual report and accounts 202512
Strategic report Governance Financial statements
The below statutory KPIs are not utilised by the Board and senior management to assess the Group performance.
UNDERLYING OPERATING MARGIN
UNDERLYING OPERATING PROFIT UNDERLYING DILUTED EARNINGS PER
SHARE
WORKING CAPITAL
7 8 9
UNDERLYING OPERATING
PROFIT AND MARGIN
UNDERLYING EARNINGS
PER SHARE
WORKING CAPITAL
AND INVENTORY
14.8%
14.3%
2025
2024
Underlying operating profit excludes
non-underlying items that, by their size or nature,
need to be separately disclosed to properly
understand the Group’s underlying quality of
earnings. Underlying operating margin is calculated
as underlying operating profit divided by revenue.
Why is it a KPI?
Underlying operating profit and margin provides a
consistent year-on-year measure of the trading
performance of the Group’s operations.
Calculated as underlying earnings after tax divided
by the number of shares in issue.
Why is it a KPI?
The measurement of underlying EPS reflects all
aspects of the Group’s income statement including
the management of interest and tax.
Working capital is defined as inventories, trade
and other receivables, less trade and other
payables excluding payroll-related and other
liabilities totalling £39.9m (2024: £33.2m).
Why is it a KPI?
Efficiently turning profit into cash demands
adegree of control over working capital.
2025
2024
£73.5m
£69.6m
19.4p
18.9p
2025
2024
2025
2024
£73.7m
£88.3m
Inventory is measured at the lower of cost andnet
realisable value.
Why is it a KPI?
The primary focus for improvement in working
capital is inventory.
10
£143.2m
£67.7m 19.7p £105.3m
£127.1m
£51.8m 19.3p £90.5m
2025
2025 2025 2025
2024
2024 2024 2024
INVENTORY
Statutory profit before tax Statutory continuing diluted
earnings per share
Statutory operating cash flow
WORKING CAPITAL
AND INVENTORY continued
CONVERSION OF UNDERLYING EBITDA
INTO UNDERLYING OPERATING CASH
NET DEBT: UNDERLYING EBITDA UNDERLYING OPERATING CASH FLOW
11 12
NET DEBT AND CASH FLOW
0.90x
0.58x
2025
2024
£112.2m
£93.9m
2025
2024
114%
103%
2025
2024
Measured as net debt divided by underlying
EBITDA for the previous twelve months.
Why is it a KPI?
This is a measure of leverage within the business
and is a banking covenant.
Cash flow from operating activities before tax
outflows, non-underlying items and pension
payments. The conversion is the above figure
asaratio of underlying EBITDA, presented as
apercentage.
Why is it a KPI?
This is a key measure to ensure profit turns into
cash in short order.
Statutory KPIs
Chemring Group PLC Annual report and accounts 2025 13
Strategic report Governance Financial statements
FOCUS ON
Countermeasures & Energetics
Revenue
£322.7m
(2024: £276.3m)
Underlying operating profit
£61.6m
(2024: £45.0m)
Order book
£1.2bn
(2024: £917m)
Underlying operating margin
19.1%
(2024: 16.3%)
Statutory operating profit
£61.0m
(2024: £46.6m)
Key facts
In our Countermeasures & Energetics sector,
we have deep technical expertise in high-hazard
precision engineering and manufacturing.
Chemring is the world leader in the design, development and manufacture
ofadvanced expendable countermeasures and countermeasures suites for
protecting air and sea platforms against the growing threat of guided missiles.
Our niche, world-class Energetics portfolio provides high-reliability, single-use
devices, propellants and high-quality explosive materials. These are used to
perform critical functions for the space, aerospace, defence and industrial
markets including satellite deployment, aircrew egress and aircraft safety
systems, and missiles.
Strategy
Our Countermeasures & Energetics strategy targets strong market growth,
with ongoing investments to enhance our global leadership.
A new era of threat and uncertainty, including the ongoing war in Ukraine,
continues to drive exceptional demand for our specialist capabilities in
Energetics. Additional capacity is needed to respond to this customer need,
and multiple governments are investing to support building scale and resilience
in their sovereign industrial bases. Our existing investment programme will
significantly increase our ability to meet this unparalleled demand and we will
continue to actively explore opportunities to increase capacity even further.
In Countermeasures, we are and will remain a market leader in airborne and
naval solutions. We will continue to harness our technological edge, optimise
infrastructure and operations, and reinforce manufacturing resilience through
advanced automation.
2025 performance
Order intake in the year was up 20.6% at £602m (2024: £499m), driven by
multi-year orders received across the sector. We continue to have significant
visibility next year and beyond, with 95% order cover in 2026, 93% cover in
2027 and 59% cover in 2028. Our customers are increasingly moving to
long-term partnering agreements, with a number of strategic framework
agreements signed in the year.
In the Energetics sector we continue to see increased levels of activity and
demand in the propellants and energetic materials markets as customers
re-evaluate their operational usage and stockpile requirements associated
with traditional defence capabilities. As a result, our specialist energetic
materials businesses, which design and manufacture high-precision engineered
devices and specialist materials, have seen strong customer demand with
order intake increasing by 50.6% to £524m (2024: £348m) demonstrating the
strength of the sole-source, often qualified positions that the Group maintains.
At the start of the financial year our Norwegian subsidiary, Chemring Nobel,
signed a twelve-year framework agreement with Diehl Defence GmbH & Co.
KG(“Diehl Defence”) for the supply of MCX energetic material. Under this
framework agreement Chemring Nobel received an initial purchase order
valued at €231m, with deliveries to be made over a five-year period commencing
in early 2027. Chemring Nobel also signed a three-year supply agreement with
SAAB Switzerland for the supply of HMX. This contract, valued at £36m, will
see deliveries being made between 2028 and 2030. Chemring Nobel also signed
a £23m ten-year agreement with Nammo for the supply ofvarious HMX
products with deliveries made between 2027 and 2037.
In January, our Scotland-based business received an order valued at £23m
forthe delivery of critical components used in the Next Generation Light
AntiTank Weapon ("NLAW") system, and then a further award of £24m
inOctober. These awards follow on from the £43m contract received from
SAAB in March 2023. The Group expects to see deliveries under these latest
contracts commencing in 2026 and continuing into 2028, providing a solid
foundation for operations. The business continues to make excellent progress
in the construction of its new propellants manufacturing facility which remains
on schedule, with costs in line with the plan. Construction of the new buildings
is now complete, equipment has been installed, and the commissioning and
licensing process is underway. Once live production starts in early 2027 this
new facility will provide increased capacity and throughput in a safe and
modern manufacturing environment.
We have also seen growing demand for precision engineered devices for space
and missile applications, with our Chicago business receiving a significant level of
orders throughout the year. This included an order in November 2024 valued
atUS$106m for the delivery of critical components for use in an undisclosed US
missile programme. Deliveries under this contract will be over a five-year period
commencing in 2026, with continuous flow manufacturing made possible by the
additional 45,000 sq. ft. facility that commenced operations in April 2024. In
June, the business was awarded a US$65m contract for aircrew flight equipment
test systems. Work under this contract is expected to be completed by June 2030.
Chemring Group PLC Annual report and accounts 202514
Strategic report Governance Financial statements
In Countermeasures we have continued to see steady customer demand,
maintaining our position as the world leader in the design, development and
manufacture of advanced expendable countermeasures. Order intake was
£78m (2024: £151m) reflecting the receipt of multi-year orders in the prior
year. Our UK Countermeasures business (“CCM UK) continued to see strong
order intake with notable awards including an £11m order from the UK MOD
for the supply of various air countermeasures in support of current and future
operations. All work under this contract will be performed at CCM UK’s
facility near Salisbury, with deliveries being made during FY27 and FY28. In the
US, our fully automated facility in Tennessee saw steady improvement in
performance throughout the year, after a challenging period in the prior year.
Over recent years the Group has seen a significant decrease in US Department
of Defense demand for the special material pyrophoric airborne decoys manufactured
by Alloy Surfaces Company (“ASC”) in Philadelphia, and despite significant effort
we have been unable to secure sufficient orders to viably sustain continuous
manufacturing operations. As such, a strategic review was conducted in the year
and the Board concluded that the business would be divested and marketed for
sale. As announced in November 2025, ASC has been treated as discontinued
in 2025 under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
As a result, all 2024 comparatives both at a divisional level and group level have
been re-presented. A full reconciliation of this is provided in note 5.
As at 31 October 2025, the Countermeasures order book was £281m
(2024:£338m), providing strong order coverage in the medium term.
Revenue for Countermeasures & Energetics was up by 16.8% to £322.7m
(2024: £276.3m), driven by the strong performance of our Energetics businesses
that have delivered ahead of schedule and improving operational performance
at our Tennessee Countermeasures business. The sector reported an underlying
operating profit of £61.6m (2024: £45.0m), an increase of 37%, which resulted
from both improving operational execution and the impact of higher prices.
This resulted in underlying operating margin increasing to 19.1% (2024: 16.3%).
On a constant currency basis revenue would have been up 18.3% to £326.8m
and underlying operating profit would have been up 38.4% to £62.3m.
The statutory operating profit for the year was £61.0m (2024: £46.6m).
Opportunities and outlook
The Countermeasures & Energetics segment focus remains on maintaining
and growing the Group’s market-leading positions, in particular in the growing
markets for specialist energetic materials and precision engineered energetic
devices, and in Countermeasures where we see sustained demand for our
airand naval decoy products, particularly within our UK Countermeasures
business. Our focus on seeking to achieve appropriate margins, mindful of
financial constraints from our customers, will continue.
The improved market conditions for our Energetics businesses reflected
inour order intake and order book have presented a strong organic growth
opportunity to expand capacity at these sites and in 2023 we announced
a£200m investment programme to capitalise on this long-term demand.
In2024 our Norwegian business was awarded grant funding of £90m in
support of our expansion projects, meaning the net investment required
bythe Group at that time was £110m in total.
To date we have spent £101m and received £39m of grant funding in support
of these expansion projects. The projects in Chicago and Scotland are substantially
complete, with only the commissioning phase to be completed in Scotland. In
Norway, the first phase is complete and delivering ahead of schedule but we
now expect total costs to be higher in Norway. However, infrastructure and
groundworks costs have been higher than anticipated. We now expect gross
costs of £180m on our Norwegian expansion project, up from the £145m
initial estimate. When offset by £90m of grants, expected net spend is £90m
on the project. We still expectGroup revenue to increase by £100m per
annum and operating profit by £30m per annum from 2028, once the three
capacity expansion programmes are complete.
> Discover more about Countermeasures &
Energetics at chemring.com/what-we-do/
countermeasures-and-energetics
In October 2024, the Norwegian Government announced that, in partnership
with Chemring Nobel, it had launched a feasibility study into the establishment
of a new production facility to further increase the production of military
explosives. This co-funded feasibility study investigated the geographic location,
infrastructure requirements and environmental considerations of building a
new production facility. The study also considered the role and the levels of
any financial contribution made by the Norwegian Government. Phase I,
which focused on technical feasibility, the energetics market, cost/benefits to
the local community and the overall business case, concluded in January 2025,
and in June the Norwegian Government announced that the study had progressed
to the second stage. This concept selection phase will determine the size of
the facility, initial engineering, along with commercial arrangements, and is
expected to be finalised in late 2026.
The Group is also exploring other opportunities to further increase its
capacity to meet growing and long-term market demand. As part of the
twelve-year framework agreement with Diehl Defence, announced in
November 2024, the blending stage of the manufacturing process will be
performed at a new facility in Germany which is expected to commence
operations in 2027.
In the UK the government has committed significant funding to munitions
andstated their intention to build six new munitions and energetics facilities.
Early in the year the Group completed an initial Government funded feasibility
study into developing further manufacturing capacity at our site in Scotland.
The Group has now been funded to complete further feasibility studies on
the site in recent months.
Alongside these investments in expanding our capacities we continue to invest
in new product development to ensure that our product portfolio remains
highly relevant to our customers and will continue the process of operational
alignment to share technology and manufacturing excellence across the Group.
Chemring Group PLC Annual report and accounts 2025 15
Strategic report Governance Financial statements
FOCUS ON
Sensors & Information
Revenue
£174.8m
(2024: £212.0m)
Underlying operating profit
£31.2m
(2024: £41.4m)
Order book
£110m
(2024: £105m)
Underlying operating margin
17.8%
(2024: 19.5%)
Statutory operating profit
£24.9m
(2024: £37.4m)
Key facts
Revenue for Sensors & Information decreased by 17.5% to £174.8m (2024:
£212.0m). This was primarily as a result of both delayed UK Government
order placement across both National Security and Defence at Roke, and a
fallow year at our US business, as expected, as it transitions between
Low-Rate Initial Production (“LRIP”) and Full Rate Production (“FRP”)
contracts on a key US Program of Record for biological agent detectors.
Excluding lower margin “pass through” revenue Roke would have declined
12.7%. Despite the early action to manage our cost base, the drop in revenue
meant underlying operating profit decreased by 24.6% to £31.2m (2024: £41.4m)
and underlying operating profit margin declined to 17.8% (2024: 19.5%). On a
constant currency basis revenue would have decreased by 17.3% to £175.4m
and underlying operating profit would have decreased by 24.2% to £31.4m.
Statutory operating profit for the year was £24.9m (2024: £37.4m).
The early action to match Roke’s cost base with demand resulted in c.80
employees leaving the business in the year. This was recorded as a non-underlying
restructuring cost. At the same time we protected Roke’s reputation as a
trusted mission partner, increased the recruitment of highly cleared personnel
and deepened its incumbency across its national security customers.
A fundamental characteristic of the increased threat environment and of
current conflicts is how conventional wars are blending in the use of new
technologies and tactics, and how agility and being able to adapt at pace are
essential to defeat both established and emerging threats. Customers are
planning accordingly, and in this multi-domain, integrated environment Roke’s
capabilities in active cyber defence, EW, sensors, intelligence, autonomy and AI
are seeing strong demand, and making an important contribution to supporting
vital missions. Roke has continued to make significant strategic progress in its
Defence Products business where it has a significant (>£300m) five-year
international sales pipeline.
In our Sensors & Information sector we are a
leading supplier of consulting and technology
services, trusted by government and industrial
partners worldwide to solve the most technically
challenging defence and security-critical issues.
Our products include core technologies for detecting, intercepting and
jamming electronic communications, next-generation Intelligence, Surveillance,
Target Acquisition and Reconnaissance (“ISTAR”) capability for the modern
battlefield, and world-leading systems for detecting biological agents. Operating
across defence, national security, law enforcement and commercial domains
the Sensors & Information sector is constantly innovating to enable customers
to deliver competitive advantage and to defend their people, assets and information.
Strategy
The Sensors & Information sector represents a further strategic growth area
for Chemring. Our advanced capabilities align closely with evolving customer
priorities, addressing increasingly complex and diverse threats. We will
continue to grow our advanced product and service offerings across data
science, software engineering, sensors, secure communications, cyber and
AI– areas where our deep customer relationships, mission expertise and
integration capabilities create clear differentiation. This positions us well
todeliver enhanced value to defence, national security and other critical
customers, supporting long-term, sustainable growth.
The Group’s specialist consulting and technology services business, Roke,
operates in growing cyber and digital services markets. Driven by the global
threat environment, our Roke business is seeing a significant increase in
demand for its technology-enabled solutions in active cyber defence,
operational mission support, electronic warfare (“EW) and intelligence
capabilities. We will continue to invest in innovation and solution development
across these growing segments of the national security and defence markets
based on our in-depth understanding of our customers’ mission needs and
modernisation priorities.
Adjacent to our organic growth plans, we will continue to explore inorganic
bolt-on acquisition opportunities to further accelerate growth. Roke’s
acquisition targets are technology-focused companies or firms that will allow
us to pursue larger and broader opportunities with our national security and
defence customers. We have a pipeline of near and long-term acquisition
candidates in core, or near adjacent, capability areas for Roke.
2025 performance
Order intake in the year was up 19.3% to £179m (2024: £150m) with Roke’s
order intake up 24.0% to £162m and order intake included the receipt of a
US$15m delivery order for the fourth year of EMBD full rate production.
Roke “pass-though” impact
2025
£m
2024
£m Change
Order intake
Products and services 153 115 +33.0%
Pass-through 9 16 (43.8%)
As reported 162 131 +23.7%
Revenue
Products and services 137 157 (12.7%)
Pass-through 17 28 (39.3%)
As reported 154 185 (16.8%)
Chemring Group PLC Annual report and accounts 202516
Strategic report Governance Financial statements
In April 2025 it was announced that Roke would lead a UK sovereign industry
collaborative effort to provide security to the UK, and its allies. Known as
Science and Technology Oriented Research and development in Missile defence
(“STORM”), this framework contract encompasses a broad spectrum of
missile defence activities and capabilities. Partnering with the United Kingdom
Missile Defence Centre (UK MDC”), Roke will lead a UK sovereign industry
collaborative effort to provide security to the UK and its allies, by countering
current and future threats, including ballistic and hypersonic missiles. Valued at
£251m over six years, the STORM framework will see Roke enhance its role
as a trusted partner to the UK MDC, informing critical UK Defence decision
making and enabling Roke to play a key role in developing next generation
missile defence capabilities. As the overall prime contractor Roke will
self-deliver elements of the contract and will also manage industry
partnerasthey deliver the significant majority of contract value.
In June, the Group announced the acquisition of Landguard Nexus Limited for
up to £20m, creating further opportunities to enhance and accelerate Roke’s
growth. Landguard designs, manufactures and supports software defined
radio systems and associated security products that enable defence,
government and law enforcement customers to protect crucial operational
assets. The acquisition, which completed in August 2025, secures a key part
ofRoke’s EW supply chain and brings thirty specialist engineers to Roke in
addition to a suite of market-leading products, unique intellectual property
and a range of complementary customer relationships.
In the US, the Enhanced Maritime Biological Detection (“EMBD”) System FRP
contract continued as planned with a further $15m order received in the year.
On the Joint Biological Tactical Detection System (“JBTDS”) program, which
last year benefited from an LRIP contract that completed in 2024, we are now
supporting the US Army in its field testing and acceptance trials ahead of the
expected FRP contract award in 2026.
These sole source positions with the United States Department of Defense
(“US DoD”) provide an excellent opportunity to penetrate international
markets where we are able to sell these products under Foreign Military Sales
(“FMS”) and direct commercial sales agreements to key strategic allies of the
US Government.
Opportunities and outlook
The focus for Sensors & Information continues to be on expanding the Group’s
product, service and capability offerings to government and commercial
customers in the technology-driven areas of national security, AI and machine
learning, tactical EW, information security and biological detection. Roke has
astrong qualified pipeline of opportunities that is in excess of £900m with a
significant international sales pipeline of defence products as customers
increasingly focus on Cyber & Electromagnetic activities (“CEMA”).
In the UK, the national security and defence markets are being increasingly
shaped by a rapidly changing threat environment with AI, EW and data
proliferation of particular focus. This is driving increased investment as
customers look to modernise their capabilities at pace.
Roke will continue to focus its efforts on growing across all its business areas,
delivering research, design, engineering and advisory services using its high-quality
people and capabilities. New product launches and strategic partnerships form
an integral part of this work. We have continued to invest in Roke’s growing
portfolio with the launch of a number of new products throughout the year.
This included DECEIVE, our EW attack system, and CORTEXA, our counter-
drone system. Both have been well received by our user community and we
have significant customer interest in both systems. Roke also signed a strategic
partnership with Kagai Corporation to deliver advanced technologies to the
Japanese market, where Roke has already had success in selling its Resolve EW
system into the Japanese Self-Defence Forces.
With strong positions in markets with high barriers to entry and where
customers have unique profiles, we remain on track to organically grow Roke’s
revenues to greater than £250m by 2028, while maintaining strong margin
performance. We will also continue to explore further bolt-on, strategy-led
acquisitions that can accelerate our growth strategy for Roke. However, any
acquisition must meet a strict set of criteria, enhance shareholder value and fit
inwith our wider growth plans.
The order book for Sensors & Information grew 4.8% to £110m (2024: £105m).
Of this, £95m is expected to be delivered in 2026, providing 45% cover of
expected 2026 revenue. 2026 trading performance for Sensors & Information
isexpected to start to improve in the second half of 2026, with continued
demand for Roke’s products and services returning to more normal levels.
Medium-term growth opportunities in the US are driven by the Group’s sole
source positions on the biological detection Programs of Record moving into
fullrate production and by exploiting overseas opportunities for our biological
threat detection capabilities.
> Discover more about Sensors &
Information at chemring.com/what-we-
do/sensors-and-information
Chemring Group PLC Annual report and accounts 2025 17
Strategic report Governance Financial statements
INTRODUCTION TO SUSTAINABILITY
Delivering our commitment
toasustainable future
Michael Ord
Group Chief Executive
Our approach to sustainability
A proactive and engaged commitment to corporate responsibility and
sustainability is fundamental to Chemring’s operations. Our strategy
iscentredon the following principal areas:
- health and safety;
- environment;
- people;
- ethics and business conduct; and
- governance.
Corporate responsibility and sustainability are integral to our business
operations, with all senior leaders assigned distinct objectives related
totheseareas as part of their annual incentive plans.
Progress in 2025
We remain committed to advancing our sustainability approach and
addressing ESG risks, as evidenced by our external recognition over the
lastthree years by MSCI, which awarded us a rating of AAA, putting us
inthetop 3% of the Aerospace and Defence sector.
Our businesses continue their ongoing focus on sustainability projects with
allsites addressing efficiencies and improvements, from short-term projects
counteracting immediate impact, such as water leaks, to longer-term projects
such as the electrification of vehicles and associated infrastructure.
Alongside the projects looking at legacy buildings, processes and equipment,
our teams have ensured ESG remains at the heart of new developments
across the Group. Whether at our site at Roke in Romsey with solar panels
being fitted to the new logistics building or expanded water recycling and
reuse initiatives in Norway, sustainable business operations and processes are
being considered and included from the outset of development.
As a result, 2025 saw significant progress on reducing our scope 1 and scope
2 emissions, achieving a 10.6% reduction in market-based emissions (2024: 13.0%).
The Group continues environmental reporting under the TCFD framework
and submitted its fourth CDP report in 2025. The last submission earned
aBrating, reflecting current climate transparency efforts. CDP aids TCFD
implementation by standardising disclosures for better comparison
acrossorganisations.
We are committed to a fair and equitable workplace. Over the past five years
at senior management level, we have cultivated an inclusive culture, achieving
32% female representation in early FY25. This year, our DE&I approach has
evolved into a broader focus on culture and employee experience, ensuring
merit is recognised and all people decisions are fair and unbiased.
To support our ambition of becoming a £1bn revenue business by 2030, we
are enhancing our culture and working with an external culture consultancy.
We have assessed our current state and will implement improvement actions
where required in 2026, monitoring progress through to 2030.
Our commitment to customers and communities remains strong, especially
through key charity and STEM education partnerships. These are demonstrated
with several events throughout the year, including Chemring Nobel sponsoring
the tenth annual Asker Wooden Boat Festival, Norway’s tribute to
maritimetradition.
We continue to engage employees actively via local tools and Board sessions,
using feedback to inform decisions. Board members, including Laurie Bowen,
have met with over 100 employees to understand priorities and improvements,
notably around management skills and transparent communications.
Talent management aligns with our growth, with an 83% increase in key roles
reviewed and several high potentials advancing. Our Early Careers programmes
welcomed 56 apprentices and 39 graduates, supplying future leaders.
Chemring is committed to operating its
business responsibly and creating long-term
sustainable value. Our Group-wide approach
isbased on safe, ethical and values-driven
practices at all times.
Total market-based scope 1 and 2 emissions
CO
2
e emissions (tonnes)
2023
2024
2025
2022
17,430
15,161
13,554
19,249
Chemring Group PLC Annual report and accounts 202518
Strategic report Governance Financial statements
OUR SUSTAINABILITY GOALS
Sustainability objectives Supportive actions andactivity Further information
Environmental
Respecting and protecting
our planet by actively
seeking ways to reduce
our environmental impact
- Reduce our impact on the environment and build resilience to climate
change by focusing on energy, waste and water, and by understanding
the impact of global climate change on our operations
- Challenge our business unit leaders to improve operational, resource
and energy efficiency and to minimise environmental impact
- Invest in support of product development and production techniques
that meet our customers’ needs and support their environmental goals
- Chemring will be net zero by 2035 (scope 1
and scope 2 market-based)
- Chemring is working towards being a scope
3 net zero organisation by 2050 and is
committed to supporting its value chain
- We will reduce our total direct (scope 1) and
indirect (scope 2) GHG emissions year on year
- We will continue to focus our efforts on
reducing energy consumption and on
embracing green technology
- We will target zero waste to landfill by 2030
> Environment
on pages 21
to 23
Social
The safety, wellbeing
anddevelopment of our
people is at the heart of
ourbusiness
- Maintain the highest standards of safety and the wellbeing of our workforce
- Implement effective policies and procedures and continually invest in
support of operational excellence and the development of our people
- We will always be an organisation where merit is recognised and rewarded
- All our people decisions will be fair and unbiased, fostering an
environment where everyone can succeed
- We are committed to creating compelling careers
- We will set a recordable injury frequency
rate limit of below 0.90 in line with upper
quartile benchmark performance
- We will continue to reduce the risk of
high-hazard events
- We will ensure all employees have the ability
to feedback on their employee experience at
the local, Group and Board levels
> Health and
safety on
page 20
> Our people on
page 33
Governance
Conducting business in an
ethical andresponsible
manner at all times
- Operate with integrity and transparency and to the highest ethical
standards across all our businesses
- Ensure the highest standards of product safety and comply with all
relevant standards
- Promote a culture where everyone does the right thing andtakes
personal responsibility for their actions
- Actively seek to increase representation of ethnicity andgender
onourBoard
- Protect information security and data privacy
- Maintain prudent and responsible financial and tax planning and management
- We will aim to maintain compliance with the
UK Listing Rules on gender and ethnic
diversity on the Board
- All Chemring employees and third parties
acting on our behalf must comply with the
Chemring Code of Conduct, wherever they
are located in the world
> Ethics and
business
conduct on
pages 34 to 35
Goal Description
Good health andwellbeing Ensure healthy lives and promote wellbeing
for all at all ages
Affordable and
cleanenergy
Ensure access to affordable, reliable,
sustainable and modern energy for all
Decent work and
economicgrowth
Promote sustained, inclusive and sustainable
economic growth, full and productive
employment and decent work for all
Goal Description
Responsible consumption
and production
Ensure sustainable consumption and
production patterns
Climate action Take urgent action to combat climate change
and its impacts
Peace, justice and
stronginstitutions
Promote peaceful and inclusive societies for
sustainable development, provide access to
justice for all and build effective, accountable
and inclusive institutions at all levels
Chemring Group PLC Annual report and accounts 2025 19
Strategic report Governance Financial statements
HEALTH AND SAFETY
Establishing a strong health and safety culture
Our goal is zero harm, not as a statistical target but
as a moral imperative, which will be achieved by
establishing a strong proactive safety culture.
Policies and practices
The Board recognises the highest levels of safety are required to protect
employees, contractors, product users and the public. The Board believes
thatall incidents and injuries are preventable, and that every employee has
theright to return home safely at the end of every working day. The Group
Chief Executive has overall responsibility for health, safety and environmental
(“HSE”) matters across the Group.
The Group HSE Director reports directly to the Group Chief Executive
andisresponsible for the ongoing development and assurance of the Group’s
HSE strategy, our Journey to Zero Harm. As a member of the Executive
Committee, they report on the HSE performance of all businesses against
agreed HSE limits and objectives. The Group Chief Executive provides
monthly HSE KPI updates to the Board.
The Board requires that all businesses systematically manage their health
andsafety hazards, through regular reviews and monitoring. Each managing
director is responsible for the ongoing compliance of health and safety within
their business, and for providing adequate resources to satisfy the Board’s
requirements. All managing directors have health, safety and environmental-related
objectives incorporated within their annual incentive plan.
Managers and supervisors must ensure compliance, provide leadership and
promote a proactive culture by embedding a calculative culture, measured
against the Parker Hudson Model. The Board emphasises individual responsibility
for health and safety, expecting employees to report all hazards, participate
inimplementing solutions and adhere to the Fundamental Safety Principles,
underpinned by local rules and procedures.
Continuous improvement relies on collaboration at all levels resulting in the
sharing of best practice and lessons learnt from incidents across the Group’s
businesses and the wider industry. Accidents, incidents and near misses are
investigated, with actions generated to prevent recurrence.
The control of major accident hazards
Our Countermeasures & Energetics businesses are required to manage major
accident hazards which are governed by stringent legislation within their respective
operating countries. Over the last six years, we have enhanced our focus by
designing, maintaining, and operating with integrity, investing in processes and
technology to reduce exposure to energetic hazards. Throughout this process,
we have increased scrutiny on process hazard analysis. Progress is measured
through four pillars: people, plant, processes and organisation.
People
All business units now operate within a calculative safety culture. We are
moving toward a proactive safety culture, providing valuable insights in reducing
and controlling our major hazards whilst generating the right discussions at all
levels of our organisation. The Stop, Warn, Inform, Manage” (SWIM)
process is now fully embedded, with evidence confirming our employees are
confident to stop the process, warn their coworkers, inform their manager
and where required help manage the upset condition to a safe outcome.
Plant
Work continues to focus on maturing data from our asset integrity maintenance
management systems, enabling insights into engineering solutions that will further
reduce our risk exposure and provide increased production resilience.
Processes
Our Electrostatic Discharge (“ESD) Protocols are now embedded within all
ofour manufacturing facilities with business units developing detailed ESD plans.
Further maturity of our Major Accident, Hazard, Scenario (“MAHRS”) process
has led to further understanding of our residual risks. Throughout the year, we
have taken proactive steps to reduce these to a level as low as is reasonably
practicable. Improving our systems is enabling active reviews and assessments of
any residual risks remaining. We are also developing, with a third party, a platform
that will continuously test the effectiveness of our barriers to prevent harm.
Organisation
This year has seen strong leadership reaction to signals within our data that
help inform safety stand-downs confirming that safe delivery is the only
delivery acceptable.
We continue to share information through our communities of practice,
including the quarterly shared learning sessions with our senior leadership
teams and our Executive Committee, who meet to discuss learnings from
previous events. Our Technical Safety Community and our Technical Learning
Group, including engineering, operational and site services communities,
cometogether to discuss in more detail the shared learning from programme
delivery and recent events.
KPI performance
Total recordable injuries
The Group has an objective limit of 0.9 for our total recordable injury frequency
(“TRIF”) rate. The rate remained below the limit at 0.48 for the reporting
period. This represents a year-on-year reduction. A continued focus across
the Group remains on reduction plans linked to musculoskeletal injuries,
which are actively managed by the businesses. The data has reconfirmed
trends regarding musculoskeletal injuries due to the manual handling nature
ofsome of our processes, together with slips, trips and falls.
Process safety events
The Group defines a process safety event (“PSE”), depending on the potential
or actual severity risk, as level 1, 2 or 3. Level 3 events are those with the highest
potential or actual severity and consequence. We set a limit of below 2 for
PSEs at level 2 and 3 per 100 production employees. The Group performance
for the year was 1.89. This rate has reduced year-on-year as businesses have
focused on reporting accuracy, organisational knowledge and maturing asset
integrity management. No process safety events resulted in injuries as a result
of direct energetic events during the year.
Personnel exposure
The personnel exposure metric was introduced for this reporting period,
aspart of the maturing of data and analysis of our process safety events.
AsaGroup, we focus on removing our colleagues from processes to reduce
exposure to our hazardous materials. Our personnel exposure rate focuses on
exposure during our level 2 and 3 events. An initial limit of 1.5 was introduced,
with a performance of 1.64 for the year. Analysis of trends from our events and
robust preventive management form part of the future activities to mature and
remove exposure in our businesses.
High potential incidents
This year high-potential near misses (HIPOs”) increased to 25 compared
to14 in2024. A number of these led to safety stand-downs initiated by
thebusinesses. All the HIPO events have been thoroughly investigated, with
robust corrective and preventive action plans enacted. Changes in support
systems, such as permit to work systems and contractor controls, have been
adopted. No significant injuries or business interruptions resulted from any
ofthe HIPOs.
Near misses
Additionally, we also place an emphasis on near miss and hazard reporting
asa leading indicator of our maturing safety culture. This year we had 3,018
occupational safety near miss and hazard reports, compared to 3,090 in 2024.
This reduction reflects site safety stand-downs and increased site adjustments
to interval-based scheduled maintenance.
HSE strategy forward outlook
At present all our business units continue with the deployment and
implementation of Group-wide HSE programmes designed to establish the
businesses with a solid upper quartile calculative safety culture. Once verified
bythe Group HSE function, each business will then develop a bespoke plan
confirming a path to establishing aproactive safety culture. The plan will be
tailored to their risk profile, as defined by their MAHRS assurance process
outcomes. In addition, the Group HSE function will act as a conduit to other
business by sharing any learning to help accelerate their progress. Plans will be
monitored by the Group HSE function and assured through the LOD2 process.
Once the Group HSE function is satisfied, ERM, the global leading health and
safety consultancy service, will be invited back to independently review and
validate our findings declaring each business as proactive.
Chemring Group PLC Annual report and accounts 202520
Strategic report Governance Financial statements
ENVIRONMENT
Our commitment to environmental sustainability
Our goal of zero harm extends beyond safety to
include a strong commitment to environmental
sustainability. We strive to protect the wellbeing
of our people and communities while actively
reducing our environmental impact through
responsible practices, resource conservation
and emissions reduction.
By embedding sustainability throughout our global operations, we aim to create
lasting positive change and contribute to a healthier, more resilient planet.
In 2021, we committed to year-on-year reductions in our total direct and
indirect greenhouse gas (“GHG”) emissions. We are targeting net zero scope
1 and market-based scope 2 emissions by 2035, and organisational net zero
across our full value chain of scope 3 categories by 2050.
Our approach and strategy
Environmental performance is reported annually in accordance with multiple
recognised reporting frameworks, covering energy consumption, GHG
emissions, water usage and waste generation for the financial year ending
31October. Comprehensive information on our basis of reporting
methodologies, data sources, and governance is available at: www.chemring.com/
basisofreporting25.
To meet our targets, our strategy focuses on improving operational efficiency
and reducing resource consumption across three key emission categories:
- Scope 1 emissions are being addressed through the adoption of low-carbon
energy sources and upgrades to facilities and equipment, improving
energyefficiency.
- Scope 2 emissions are being reduced via energy-efficient practices,
infrastructure upgrades, and the use of certified renewable electricity
(REGO, GO, REC).
- Scope 3 emissions are a growing area of focus. We continue to develop our
ability to track and understand these indirect emissions, enabling long-term
strategic planning aligned with our 2050 net zero goal.
Each year, we review and update our carbon reduction plans across all
business units to ensure they remain aligned with evolving technologies,
market conditions, and regulatory requirements. This annual process helps
usdrive measurable progress toward our net zero targets while supporting
broader sustainability goals.
Initiatives and technology enablement
In 2024, we successfully implemented a new corporate sustainability software
platform to enhance the accuracy and granularity of our GHG emissions data
across scopes 1, 2 and 3. Building on this foundation, we will continue to
expand and improve the platform’s capabilities in 2026 to further support
ouremissions tracking, reporting and decision-making processes.
In parallel, we have implemented and continue to implement a wide range of
short, medium and long-term initiatives aimed at improving energy and water
efficiency, reducing waste and cutting CO₂e emissions. These efforts include
upgrading equipment, optimising processes and adopting low-carbon technologies.
Further information on these initiatives is available on our website: www.
chemring.com/basisofreporting25.
Climate risk and resilience
We recognise the significant risks that climate change poses to our operations
from both physical events and transitional shifts, as demonstrated by the 2018
flooding at our Tennessee facility and the 2019 wildfires near our
Australiansites.
To strengthen our resilience, we periodically review and update our
climate-related scenario analysis to ensure it reflects the latest scientific data
and industry best practices. These assessments help us better understand the
physical and transition risks climate change presents to our operations and
supply chain, supporting long-term business continuity and strategic preparedness.
Further information on these physical and transition risks is available in the
TCFD report on pages 24 to 32.
Location Scope 1
Scope 2
(location-based)
Scope 2
(market-based)
UK operations 85.26% 20.35% 0.23%
US operations 11.48% 62.64% 88.99%
Norway operations 3.13% 6.27% 10.78%
Australia operations 0.13% 10.74%
100.00% 100.00% 100.00%
In 2025 we achieved a 10.6% reduction in market-based scope 1 and scope
2GHG emissions, from 15,161 tCO
2
e in 2024 to 13,554 tCO
2
e in 2025.
Location-based emissions decreased by 0.15% in 2025 compared to 2024.
When normalised for gross revenue, market-based scope 1 and 2 emissions
reduced 11.8%, from 29.7 tCO
2
e to 26.2 tCO
2
e per £m of revenue.
Chemring Group PLC Annual report and accounts 2025 21
Strategic report Governance Financial statements
Climate risk and resilience continued
2025 2024
UK
US, Norway,
Australia
Group
total UK
US, Norway,
Australia
Group
total
Scope 1 emissions – continuing operations
Combustion of fuel in any premises, machinery or equipment operated,
owned or controlled by the Group
tCO
2
e
Gas 5,200 468 5,668 4,488 371 4,859
Heating oil 398 398 429 429
Bio fuels (HVO) 2 2 2 2
Diesel 10 210 220 6 163 169
Kerosene 714 714 707 707
LPG 17 17 32 66 98
Fuels consumed by Group-owned and leased vehicles, excluding business
travel and employee commuting
tCO
2
e
Diesel 101 27 128 102 23 125
LPG 20 20
Petroleum 193 193 3 191 194
The operation or control of any manufacturing process by the Group
tCO
2
e
On-site waste incineration 27 166 193 25 133 158
Refrigerants discharged 91 50 141 74 224 298
Total scope 1 emissions tCO
2
e 6,560 1,134 7,694 5,868 1,171 7,039
Scope 2 emissions – continuing operations
Total emissions tCO
2
e
Electricity – location-based 2,635 10,317 12,952 2,655 10,984 13,639
Electricity – market-based 14 5,846 5,860 35 8,087 8,122
Total scope 1 and 2 emissions – continuing operations
Location-based tCO
2
e 9,195 11,451 20,646 8,523 12,155 20,678
Market-based tCO
2
e 6,574 6,980 13,554 5,903 9,258 15,161
Total energy consumption (MWh) 47,517 82,839 130,356 43,464 84,268 127,732
In accordance with the GHG Protocol’s guidance on organisational boundaries and our basis of reporting, we have removed three leased office locations, two
inthe United States and one in the United Kingdom from our scope 1 and 2 emissions inventories, as these facilities do not fall within our operational control.
Assuch, emissions associated with these offices will no longer be reported under direct or energy-related indirect emissions. Instead, these activities will be
accounted for under scope 3, category 8 (Upstream Leased Assets). Reflecting our commitment to accurate and transparent reporting, we have restated the
2022 base year figures, which has resulted in total scope 1 and 2 market-based emissions increasing to 19,249 tCO
2
e (previously published at 19,175 tCO
2
e) and
this figure has been assured by ERM CVS, an independent third party organisation. All references to 2022 base year figures in the annual report refer to restated
figures. For more information, please refer to our basis of reporting at www.chemring.com/basisofreporting25.
ENVIRONMENT continued
Our commitment to environmental sustainability continued
Chemring Group PLC Annual report and accounts 202522
Strategic report Governance Financial statements
We engaged ERM CVS to provide independent limited assurance over our 2025 total scope 1 and total scope 2 location-based GHG emissions, as well as our
total scope 2 market-based GHG emissions. ERM CVS also provided assurance over our scope 3 emissions for Category 3 (Fuel- and energy-related activities),
Category 6 (Business travel) and Category 9 (Downstream transportation and distribution). Their independent assurance report can be found on (pages 14 to
15) of our sustainability report 2025.
2025 2024
Total scope 1 and scope 2 emissions CO
2
e (tonnes) – location-based 20,646 20,678
Total scope 1 and scope 2 emissions CO
2
e (tonnes) – market-based 13,554 15,161
Group revenue (£m)
1
516.7 510.4
Total CO
2
e (tonnes) per £m of revenue – location-based 40.0 40.5
Total CO
2
e (tonnes) per £m of revenue – market-based 26.2 29.7
1. Group revenue for 2025 and 2024 differs to the Group revenue disclosed in the consolidated income statement of £497.5m and £488.3m respectively due to the inclusion of
AlloySurfaces Company, Inc.. Under the GHG Protocol control approach, emissions are reported from operations over which the Group maintains control. In line with the GHG
Protocol, closures or reductions in activity from facilities the Group owns or controls are treated as organic decline and do not trigger a base-year emissions recalculation; instead,
these changes are reflected as part of the Group’s ongoing emissions profile.
Energy efficiency
Electrical Energy MWh UK US Norway Australia Total
Electricity 13,585 23,005 53,053 2,280 91,923
Renewable electricity 13,342 9,700 50,401 2,280 75,723
Percentage of electricity from renewable sources 98.2% 42.2% 95.0% 100.0% 82.4%
Category
tCO
2
e
UK
tCO
2
e
US, Norway,
Australia
tCO
2
e
Group total
1 Purchased goods and services 54,173 41,188 95,361
3 Energy and fuel-related activities 1,574 4,995 6,569
4 Upstream transportation and distribution 35,257 12,525 47,782
5 Waste generated in operations and waste disposal 21 149 170
6 Business travel 1,104 1,006 2,110
7 Employee commuting 634 1,579 2,213
8 Upstream leased assets 2 37 39
9 Downstream transportation and distribution 295 371 666
Land quality and regulatory compliance
Our facility in Chicago, US, is located on a designated Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA) “Superfund” site.
The business continues to collaborate closely with environmental consultants and regulatory authorities to ensure full compliance with all legal obligations related
to this designation.
Additionally, we have incurred costs associated with the environmental remediation of former munitions business sites previously owned by the Group in
Belgium and Italy, as required under the terms of sale for those businesses. The Group maintains a provision of £3.4m (2024: £3.5m) for environmental liabilities,
which the Board considers to be adequate (see note 25).
Chemring Group PLC Annual report and accounts 2025 23
Strategic report Governance Financial statements
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) REPORT
The Task Force on Climate-related Financial
Disclosures (“TCFD”) establishes a number of
recommendations for disclosing clear, comparable
and consistent information about the risks and
opportunities presented by climate change.
The Board notes the recommendations in relation to the mandatory
disclosures of climate-related financial risk arising from Listing Rule 9.8.6(8)
and has concluded that the business strategy is of Intermediate Resilience
given the mitigations already implemented and planned.
We consider our disclosure to be consistent with the Climate-related Financial
Disclosures (“CFD”) and all the TCFD Recommendations and Recommended
Disclosures including section C of the 2021 TCFD Annex entitled “Guidance
for All Sectors” and section E of the TCFD Annex entitled“Supplemental
Guidance for Non-Financial Groups”, excluding fullcompleteness of scope 3
emissions (we currently report several categories in scope 3 but not all).
Weare continuing to embed the relevant capabilities across the organisation
to track and disclose the complete data sets and metrics. In 2026, we will
continue to develop our reporting of all scope3categories.
Our statement to meet these requirements, providing information on the
governance of climate-related issues, integration with overall risk management,
strategy in managing climate-related issues and opportunities, and metrics to
measure progress towards our targets, is set out on the following pages.
We are developing our Net Zero Transition Plan in line with the latest
industry guidance from the Transition Plan Taskforce (“TPT). It is important
to highlight that the guidance is still evolving and our industry is ever changing
to align with global climate change goals and commitments. As such, our Net
Zero Transition Plan is not finalised and we will continue to build and refine
itto ensure that it fully addresses the latest industry guidance. Until the plan
isfully finalised, it will remain an internal document. We will update the Net
Zero Transition Plan every three years and report progress on our climate
targets annually through our annual report.
GOVERNANCE
Board oversight of
climate-related risks
andopportunities
The Board is responsible for overseeing climate-related risks and opportunities in delivering the Group’s strategy and
running the Group’s operations. The Group Chief Executive is the Board director responsible for sustainability across the
Group which includes climate-related risks and opportunities. The Board reviews the Group risk register as a scheduled
agenda item every six months, in which both physical and transitional climate-related risks and opportunities are considered.
Progress against our decarbonisation strategy is embedded within our senior executives’ remuneration.
The ESG Committee ensures that appropriate climate and environmental systems are in place and incentives are set
asnecessary to aid the reduction in the Group’s environmental impact. Other elements, including associated action plans,
capital expenditure and budgeting and financial planning related to targets, are overseen and reviewed by the Board.
> Further detail included on page 52
During 2025, the Board and the ESG Committee continued to receive updates on the development of our net zero
targets, aiming for scope 1 and 2 by 2035 and scope 3 by 2050. They also reviewed initiatives to increase the usage
ofgreen energy sources, reduce energy consumption and enhance energy efficiency, alongside improvements in the
Group’s capability to monitor and measure carbon emissions, with a focus on better data quality and transparency
forreporting.
The Board recognises that to meet our net zero goals we need to have a more robust and developed system to ensure
accurate data collection and monitoring, as well as strong working relationships with our supply chain.
> Further detail on pages 21 to 23
Management’s
roleinassessing
andmanaging
climate-related risks
andopportunities
The ESG Committee (consisting of members of the Group’s Executive Committee) facilitates and ensures a centralised
approach to sustainability across all our businesses. The Committee is chaired by the Group Chief Executive and has
oversight of all the Group’s ESG-related activity including that of assessing and managing climate-related risks
andopportunities.
> Further information on our governance structure can be found on page 52
The Group Chief Executive, informed by the ESG Committee, is responsible for ensuring that the Board is updated
regularly on all key matters including the impact of climate-related issues. Members of the ESG Committee are informed
through their respective departments on matters relevant to climate-related issues.
Executive directors and members of the senior leadership team within the Group are incentivised to achieve the
Group’scarbon reduction targets through their annual bonus and long-term incentive plan as detailed in the directors’
remuneration report.
The organisational structure is further detailed opposite, highlighting the reporting process from local business units tothe
Board, ensuring that climate-related risks are effectively communicated and managed.
Chemring Group PLC Annual report and accounts 202524
Strategic report Governance Financial statements
STRATEGY
Climate-related risks and opportunities identified over the short, medium and long term
Management’s
roleinassessing
andmanaging
climate-related risks
andopportunities
The climate-related risks
and opportunities
identified over the short,
medium and long term
The risks and opportunities associated with climate are reflected in our strategy and plans. We strive for continuous
improvement to reflect our purpose, our growth strategy, the external landscape and the expectations of our stakeholders.
Climate risks and opportunities, covering both physical and transitional aspects of climate change, were considered during
the year.
Associated time horizons were established as follows:
Transition risk is categorised into short term (0 to 2 years), medium term (2 to 5 years) and long term (5 to 30 years).
This framework is designed to align with our internal strategic and financial planning processes, with the short term
covering the immediate budget period, the medium term encompassing the remaining detailed financial planning period,
and the long term extending beyond these periods. This approach reflects an understanding that climate-related issues
often manifest over the medium and longer terms, particularly in terms of their impact on our assets and infrastructure.
Physical risk is classified into short term (up to 2030), medium term (up to 2050) and long term (up to 2100). These time
horizons correspond with the scenario analysis conducted for physical risks and are different from the time frames we use
for evaluating transition risks, given that significant physical climate risks are not expected to emerge until after 2030 due
to the gradual onset of climate impacts.
The Board
The Board oversees climate-related risks and opportunities affecting the Group, incorporating these considerations into the overall
strategy, including climate-related expenditures and investments. Certain responsibilities are delegated to Board committees.
Meets at least eight times a year
Environmental, Social &
GovernanceCommittee
Oversees the Group’s ESG performance, monitors executive
progress in strategically addressing climate transition risks
andensures alignment with objectives and targets.
Meets at least three times a year
Group Health, Safety & EnvironmentDirector
Responsible for environmental strategy and assurance, including
climate-related aspects and the decarbonisation strategy. A key
member of the Executive Committee and ESG Committee,
providing regular updates on the environmental and net zero
programme. Oversees the Environmental Policy, outlining the
commitment to addressing environmental impacts, including
climate-related issues.
Business units
The local business units support the
implementation oftheGroup’s ESG strategy
includingthemanagement of climate change risk
andareresponsible forday-to-day compliance.
Sustainability Committee
Co-ordinates the advancement of decarbonisation ambitions,
comprising functional representatives, business leads and
environmental specialists. This group reports to the Group
Health, Safety & Environment Director.
The Board delegates specific ESG, including climate change, oversight to its committees
Risk Management
Committee
Oversees the implementation
of the risk management policy
and framework; identifies the
principal risks to which the
Group is exposed; monitors
risk mitigation plans;
andmaintains the Group
riskregister.
Meets quarterly
Executive Committee
Manages climate-related risks
and opportunities, driving the
decarbonisation strategy
across the business and value
chain as part of the integrated
business planning process.
Meets weekly
Nomination
Committee
Manages succession planning,
ensuring future skills for both
executive and non-executive
Board members.
Meets at least three
times a year
Remuneration
Committee
Determines the remuneration
policy, incorporating
long-term incentive plan
(“LTIP) performance
conditions related to climate
change and other
ESGmatters.
Meets at least twice a year
Informing
Informing
Informing
Reporting
Reporting
Reporting
Chemring Group PLC Annual report and accounts 2025 25
Strategic report Governance Financial statements
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) REPORT continued
The impact of
climate-related risks
andopportunities on
Chemrings businesses,
strategy and financial
planning
From this analysis, we have identified key risks and opportunities with potential material financial impacts. The Group
iscommitted to managing regulatory, reputational and market risks related to climate change, which are integrated into
our financial planning processes. Our capital allocation considers capex for climate initiatives, ensuring alignment with
oursustainability objectives and transition process. Climate-related issues can influence both revenues and costs, and
wecontinuously assess their effects on our operations and long-term strategies. This assessment guides our sustainability
strategy and aligns our financial planning with our climate objectives, enabling us to effectively respond to emerging risks
and take advantage of opportunities during the transition to a low-carbon economy.
We have set net zero targets that drive efficiency, innovation and collaboration across the Group. Recognising that our
supply chain emissions will be significantly larger than scope 1 and 2 emissions, we aim to monitor and collaborate with
suppliers to reduce scope 3 emissions by 2050.
Our strategy to reduce carbon emissions encompasses material climate-related risks and opportunities that have the
potential to impact our business model and strategy over the short, medium and long term taking into consideration
ourassets and infrastructure.
In the short to medium term, the resources allocated for achieving our net zero commitment are integrated into our
ongoing operational budgets and planned capital expenditures. While some projects set for the medium and long term
may fall outside our current capital expenditure framework and will necessitate additional funding, which we have yet
tofinalise, we are confident that our immediate actions to lower emissions will align with our strategic goals.
This approach reflects our commitment to ensuring that climate-related considerations are integrated into our financial
planning processes, prioritising risks and opportunities in a way that accounts for their interconnected nature and
supports Chemring’s long-term value creation.
Details of the principal risks and uncertainties which could have a material impact on the Group’s business model, strategy,
future performance or reputation, of which climate change has been identified as a risk, are covered in the principal risks
and uncertainties section on pages 40 to 45.
> Climate-related risks and opportunities are outlined in more detail on pages 27 to 31
The resilience of
Chemrings strategy,
taking into consideration
different climate-related
scenarios, including a 2°c
or lower scenario
The Group uses climate-related scenario analysis to improve understanding of the behaviour of certain risks given
different climate outcomes. In 2024, we revisited our scenario analyses and updated our public climate-related scenarios
which we deem to be reliable and related to our business operations to aid our understanding of the business’ resilience
to climate change. The scenarios are as follows:
Physical scenarios Transition scenarios
- RCP 2.6
2
, a stringent mitigation scenario, where
globaltemperature rise is less than 2°C relative to the
pre-industrial period (1850-1900) by 2100.
- RCP 8.5
2
, an extreme physical risk scenario, where
globaltemperatures rise between 4.1 and 4.8°C by 2100.
- Net Zero 2050 (“NZE”)¹, outlining a pathway for the global
energy sector to achieve net zero CO
2
emissions by 2050,
which limits the global temperature rises to 1.5°C by2100,
with 50% probability.
- Stated Policies (“STEPS”)¹, outlining a combination
ofphysical and transition risk impacts as temperatures
riseby2.6°C by 2100, with 50% probability.
Scenarios have been supplemented with additional sources that are specific to each risk to inform assumptions included in
projections. The Group continues to refine its approach to quantitative aspects of this modelling and will report further
information as this develops.
Assumptions have been made as part of this scenario analysis:
- Chemring will have the same business activities that are in place today, which means impacts should be considered
inthecontext of the current financial performance, prices and operational locations.
- Impacts are assumed to occur without the Group responding with any mitigation actions, which would reduce
theimpact of risks.
- The analysis considered each risk and scenario in isolation, when in practice they may occur in parallel as part ofawider
set of potential global impacts.
- Carbon pricing was informed by the World Energy Outlook 2024 report from the International Energy Agency (IEA”).
> Results of the scenario analysis are outlined on page 29
1. IEA (2024), World Energy Outlook, IEA, Paris, www.iea.org/reports/world-energy-outlook-2024.
2. IPCC, 2014: Climate Change 2014: Synthesis Report. Contribution of Working Groups I, II and Ill to the Fifth Assessment Report of the Intergovernmental Panel
onClimateChange.
STRATEGY continued
Climate-related risks and opportunities identified over the short, medium and long term continued
Chemring Group PLC Annual report and accounts 202526
Strategic report Governance Financial statements
RISK MANAGEMENT
All business units are required to assess risk in relation to the delivery of their strategy and objectives,
with climate-related risks forming part of this consideration
Chemrings processesfor
identifying andassessing
Climate-related risks
Current and emerging climate-related risks and opportunities are considered, whether they arise within the Group’s
operations or within the value chain, including existing and emerging regulations. In 2024, climate risks and opportunities
relevant to the Group were reviewed with the aid of external consultants. The Munich Re Location Risk Intelligence
Toolhas been used to assess current and potential future physical climate-related risks facing the Group’s sites and key
suppliers. We have assessed potential physical risks, both acute and chronic, at all Group sites. The financial impact of each
site was considered to determine the materiality of identified risks to specific sites. These risks and opportunities were
then refined through consultation with key Chemring personnel.
Risks and opportunities were assessed in line with the Group’s methodology to assess principal risks. A probability
andimpact matrix defines the likelihood of the risk, based on historical evidence or experience of similar consequences
materialising. The likelihood categories are classified as very unlikely, unlikely, about as likely as not, likely, very likely, or
virtually certain. The magnitude of impact is classified as low, medium-low, medium, medium-high or high, and, where
possible, a single figure estimate for the financial impact was calculated. In addition, the Group’s overall resilience was
evaluated based on its capacity to withstand and recover from potential climate-related risks. The Group’s resilience
israted as basic, intermediate, advanced or exemplary.
Chemrings processes
for managing climate-
related risks
Once each climate-related risk and opportunity was identified, the Group sought to quantify the financial impact,
theappropriate strategic response and the cost of implementing the mitigations. This process includes considering the
long-term impacts arising from the risks identified on our products and services. This in turn helped to determine the
materiality, allowing the Group to prioritise resources to manage its most significant climate-related impacts, determine
the best management response or highlight areas requiring further investigation. All of the Group’s climate change risks
and opportunities are covered by existing or planned mitigation and adaptation strategies. Further detail is set out in
theprincipal risk and uncertainties section on pages 40 to 45.
Processes for identifying,
assessing and managing
climate-related risks
integrated into Chemrings
overall risk management
Climate is considered as a Group principal risk alongside the risks identified in the wider risk management process.
Thisensures climate-related risks are integrated into the Group’s overall enterprise risk management framework.
The management of each business is responsible for the identification, management and reporting of local risks,
inaccordance with the Group’s risk management framework.
The Risk Management Committee meets quarterly and, utilising the input from the business risk registers and the
USriskregister, identifies those principal risks which are material to the Group as a whole. The climate-related risks
werereviewed by the Board during the financial year.
Rating system for impact Rating system for likelihood Resilience rating
Low impact
Climate-related risks or opportunities expected tohave
minimal impact on financial performance, resilience,
reputation or strategic direction. Limited financial
consequences, manageable disruptions or low exposure.
Medium-low impact
Minor risks or opportunities with small financial consequences
or operational challenges that are easily addressed. Minimal
effect on resilience, reputation or strategy.
Medium impact
Risks or opportunities that could noticeably affect
financialperformance, resilience, reputation or strategy.
Maylead to moderate financial consequences or disruptions.
Medium-impact opportunities can contribute meaningfully
toChemring’s performance.
Medium-high impact
Risks or opportunities that could significantly impact financial
performance, resilience, reputation or strategy. May result in
substantial financial consequences or operational disruptions.
Medium-high opportunities can drive strategicimprovements.
High impact
Major risks or opportunities posing a substantial threat or
benefit to financial performance, resilience, reputation or
strategy. May cause severe financial consequences or disruptions.
High-impact opportunities could transform Chemring’s
strategy and performance.
Very unlikely
Extremely low probability that the
risk oropportunity will ever occur.
Unlikely
The risk or opportunity is
theoretically possible, but with a
low probability and/or no record
of having occurred in the industry.
About as likely as not
Foreseeable risk or opportunity,
neutralprobability.
Likely
Risk or opportunity is probable
and/or has occurred more than
once in the industry.
Very likely
Risk or opportunity has occurred
or has a strong probability of
occurring and/or there has been
ahistory of occurrence within
theindustry.
Virtually certain
Risk or opportunity expected to
occur and/or is common within
theindustry.
Basic resilience
Limited formalised resilience strategies, reactive
approach to challenges, and basic contingency
planning of climate-related risks and opportunities,
with limited integration into overall financial strategy.
Intermediate resilience
Defined resilience strategies addressing key risks,
proactive measures in place, and a moderate level
ofintegration with business operations, with a clear
assessment of climate impacts on the business and
integration into strategic planning.
Advanced resilience
Robust resilience strategies incorporating
comprehensive risk assessments, proactive
adaptation strategies, andstrong integration with
overall business strategies and a deep understanding
of climate-related risks and opportunities, well
integrated into financial decision-making processes,
and a commitment to continuous improvement in
line with evolving standards.
Exemplary resilience
Industry-leading resilience strategies, transparency,
comprehensive scenario analysis, proactive
adaptation strategies, and a demonstrated
commitment to driving positive climate impacts
withcontinuous improvement, innovation in risk
management, and acompany-wide culture that
prioritises adaptability and anticipates emerging
challenges. Setting a benchmark for best practices
inTCFD reporting.
Chemring Group PLC Annual report and accounts 2025 27
Strategic report Governance Financial statements
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) REPORT continued
CLIMATE-RELATED RISKS
Risk type Description Mitigation
Risk: extreme weather events
Physical
Acute
Extreme weather events resulting from tornadoes,
hail,flood, lightning and storms, etc. Will be intensified by
climate change, having the potential to impact Chemring’s
operations, the effects of which are felt bytheir
communities on an economic and social level.
Extreme weather events can cause disruption to supply
chains across the globe as well as physical damage to
Chemring’s facilities and could result in disruption to
production and product delivery and impact overall
revenue. Such events also endanger Chemring’s personnel,
who are a fundamental priority to protect.
Current risks associated with hail, tornadoes, lightning and
flooding are localised to Chemring’s US sites. Projections
indicate that the risk of flooding is expected to stay
consistent under both RCP 2.6 and RCP 8.5 scenarios
through to 2100. Storm risks are primarily localised to UK
sites, where they are expected to have alow impact on
operations.
Operations identified as at risk of flooding from extreme
weather events have undergone drainage improvements
and stormwater management upgrades. Across key sites,
permeation basins and improved drainage systems have
been implemented to manage stormwater more
effectively and reduce flood risks.
The Group is also evaluating energy supply to facilities
potentially affected by extreme weather, aiming to
implement backup power systems for safe shutdowns in
case of power loss. All sites operate emergency generators.
Weather monitoring and forecast updates support
thunderstorm procedures and the use of lightning
protection systems, including lightning rods and warning
systems, across high-risk locations to protect infrastructure
and minimise disruptions.
Wind speed monitoring at burn grounds helps mitigate
riskby ensuring safe operating conditions, protecting
both personnel and infrastructure.
Chemring business units manage supply issues related to
unforeseen environmental risks by assessing supply chain
sustainability and ensuring alternative suppliers for key
parts and services are available.
No strategic change required, continued monitoring
andanalysis as per normal operations.
Area:
Own operations/
upstream
Primary potential
financial impact:
Loss of revenue
Time horizon:
Short-term
Likelihood:
Verylikely
Magnitude
ofimpact:
Medium-low
Resilience rating:
Intermediate
Risk: extreme temperature fluctuations
Physical
Chronic
Extreme temperature fluctuations, including heat stress
and cold stress, have the potential to disrupt Chemring’s
operations. These conditions can impair people-driven
processes and strain infrastructure like cooling systems
and burn grounds. These impacts could result in delays
toproduction and delivery.
Temperature extremes also pose risks to employee safety,
with protecting personnel being a top priority.
Cold stress remains a current challenge, with infrastructure
damage leading to site closures, butfuture risks are primarily
centred on increasing heat stress. Current cold stress risks
are associated with Chemring’s US and Norway sites.
Future projections indicate a decreased risk as cold stress
is a progressively declining hazard under both RCP 2.6 and
8.5. Heat stress risks are presently based in the US, with
projections under RCP 2.6 indicating this risk will remain
stable. However, under the more severe RCP 8.5 scenario,
this risk is expected to extend to Chemring’s Australia site
by 2100.
Sites vulnerable to extreme temperature fluctuations
haveintroduced a range of mitigations to protect critical
infrastructure, maintain operational continuity and
prioritise employee safety.
For cold stress, measures include enhanced pipe
insulation, temperature-controlled storage and
heat-traced external piping. Routine inspections are
conducted to address cold-vulnerable equipment.
To manage heat stress, HVAC upgrades are underway
tomeet rising cooling demands. Burn ground operations
are restricted during extreme heat or low-humidity
conditions, reducing associated risks. Regular burn
ground maintenance and vegetation control are
conducted at key sites.
No strategic change required, continued monitoring
andanalysis as per normal operations.
Area:
Ownoperations
Primary potential
financial impact:
Loss of revenue
Time horizon:
Short-term (cold),
Short to long-term
(heat)
Likelihood:
Very likely
Magnitude
ofimpact:
Low
Resilience rating:
Intermediate
Chemring Group PLC Annual report and accounts 202528
Strategic report Governance Financial statements
Risk type Description Mitigation
Risk: precipitation stress
Physical
Chronic
Precipitation stress risk can disrupt supply chains and
impact overall operational efficiency. Increased rainfall can
lead to flooding, causing physical damage to facilities and
hindering production capabilities. Precipitation stress can
also affect transportation routes, resulting in production
and product deliverydisruption.
Current precipitation stress risks are associated with
Chemring’s US sites. Future projections show that under
RCP 8.5, this risk will spread to the UK, while under RCP
2.6, the risk remains steady in the US.
Sites vulnerable to flash flooding have undergone
drainage improvements and stormwater management
upgrades tomanage heavy rainfall and reduce risks
associated with increased precipitation. In the UK,
rainwater interception and soakaway systems are
inplaceto divert water from keyfacilities.
A climate change action plan is being developed to
identify and address risks from natural hazards, including
measures toprevent, correct and mitigate impacts related
to increasedrainfall.
Chemring business units manage supply issues related to
unforeseen environmental risks by assessing supply chain
sustainability and ensuring alternative suppliers for key
parts and services are available.
No strategic change required, continued monitoring
andanalysis as per normal operations.
Area:
Ownoperations/
upstream
Primary potential
financial impact:
Loss of reputation,
market share and
revenue
Time horizon:
Short to long-term
Likelihood:
Very likely
Magnitude
ofimpact:
Medium-low
Resilience rating:
Intermediate
Wildfires
Wildfires are not considered a risk at the Group level, but we acknowledge the potential for low-impact incidents at our Australia site. We have launched
anenhanced vegetation management programme to trim and remove potential wildfire hazards around our Australian operations. We are also aware of
localmitigation efforts, such as planned burns.
Overall physical risk impacts split by geographic region and scenario analysed
Operational location
Scenario Australia Norway UK US Upstream Downstream
RCP 2.6
L L L M L L
RCP 8.5
L L L H M L
L
Low impact
M
Medium impact
H
High impact
Chemring Group PLC Annual report and accounts 2025 29
Strategic report Governance Financial statements
CLIMATE-RELATED RISKS continued
Risk type Description Mitigation
Risk: shift to low-carbon technologies
Transition
Technology
Climate-related requirements are changing in key
customer procurement contracts; Chemring may
facechallenges inupgrading its capability development,
transferring newtechnologies and maintaining efficient
manufacturingprocesses.
Adopting low-carbon technologies will likely require
significant capital expenditure to upgrade production
facilities and integrate green technologies. There is also
the potential for contract loss if Chemring is unable
tomeet sustainability requirements. The disposal or
write-off of older assets may further increase costs,
andthe need for workforce retraining could
impactoperations.
Under the NZE scenario, Chemring will need to accelerate
investment in low-carbon technologies by 2035 to remain
competitive, focusing on green manufacturing and energy
efficiency. The STEPS scenario allows for a more gradual
transition, reducing the pressure on short-term capital
investment while maintaining ongoing operations.
Chemring is actively monitoring government and customer
priorities regarding technology roadmaps and climate-related
procurement standards. The Group is involved in an
industry working group to address these requirements
and has developed a long-term transition plan to achieve
net zero emissions by 2050.
Additionally, close relationships with customers are
maintained to facilitate effective risk management
andlong-term planning.
Future procurement decisions may focus on the
sustainability of a supplier’s business operations,
forwhich Chemring has an internal transitional
planforbecoming a net zero organisation by 2050.
No strategic change required, continued monitoring
andanalysis as per normal operations.
Area:
Own operations/
downstream
Primary potential
financial impact:
Higher capex
expenditure, loss
ofrevenue
Time horizon:
Medium to long-term
Likelihood:
About as likely as not
Magnitude
ofimpact:
Low
Resilience rating:
Intermediate
Risk: exposure to litigation
Transition
Legal
Chemring faces increasing risks of litigation related
toenvironmental non-compliance or failure to meet
emissions targets as regulation tightens. There is also
thepossibility of legal action from stakeholders if the
Group’s environmental practices are perceived as
inadequate or harmful.
Litigation could result in significant financial penalties and
legal costs. There is also a risk of reputational damage
thatcould harm relationships with key customers and
stakeholders. Any disruptions caused by legal action
mayaffect ongoing operations and contract fulfilment.
Under the NZE scenario, the risk of litigation is higher
inthe short term due to stricter regulatory enforcement
aimed at accelerating the energy transition. Over time,
compliance measures are expected to reduce this risk. In
the STEPS scenario, regulatory changes are more gradual,
resulting in lower short-term litigation risks, but with potential
longer-term exposure as regulations continue to evolve in
response to energy security and emissionstargets.
Chemring conducts regular HSE audits and emissions
monitoring to ensure compliance with relevant standards.
Enhanced tracking systems are in place for accurate
reporting of environmental data, and employee training
and environmental awareness initiatives reinforce
adherence to regulations.
By maintaining a strong governance framework and
continually updating its environmental policies, Chemring
seeks to minimise the risk of litigation. Transparent reporting
and sustainability practices are key to mitigating
reputational risks.
No strategic change required, continued monitoring
andanalysis as per normal operations.
Area:
Ownoperations/
upstream
Primary potential
financial impact:
Increase in costs,
Lossof reputation
Time horizon:
Short to medium-term
Likelihood:
About as likely as not
Magnitude of
impact: Low
Resilience rating:
Intermediate
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) REPORT continued
Chemring Group PLC Annual report and accounts 202530
Strategic report Governance Financial statements
CLIMATE-RELATED OPPORTUNITIES
Opportunity
type Description Opportunity
Opportunity: resource efficiency
Resource
efficiency
Improvements in both product and energy efficiency will
help reduce waste, operational costs and CO
2
e emissions
across Chemring’s facilities.
Efficiency efforts focus on using the best available technology
for operations and continuous monitoring and maintenance
of facilities. Initiatives such as upgrading building facilities
and implementing LED lighting retrofits reduce direct
energy costs, with further efficiency plans in place for
future savings.
In the NZE scenario, Chemring’s commitment to resource
efficiency aligns with stricter sustainability targets, providing
astrategic advantage as customers increasingly favour
suppliers demonstrating strong resource efficiency. Under
the STEPS scenario, while the pressure to implement
energy-efficient initiatives may be lower dueto less
stringent policy changes, Chemring can still capitalise
oncost savings and operational improvements.
Chemring sees opportunities for future expansion or
development to incorporate energy-efficient methods
like heat pumps, advanced HVAC systems and
LEDlighting.
This opportunity is largely unaffected by external
policyshifts, as financial savings from resource efficiency
improvements are already planned andunderway.
No strategic change required, continued monitoring
andanalysis as per normal operations.
Primary potential
financial impact:
Reduction in cost
Time horizon:
Shortto medium-term
Likelihood:
Likely
Magnitude of
impact: Low
Resilience rating:
Intermediate
Opportunity: low-emissions energy
Energy
source
With the growing availability and decreasing cost
ofrenewable energy, Chemring can benefit from
procuring renewable energy for its sites.
This would reduce both the Group’s exposure to volatile
fossil fuel prices and its greenhouse gas emissions. By
shifting away from fossil fuels, Chemring lowers its sensitivity
to carbon pricing and improves its sustainability profile.
In the NZE scenario, transitioning to renewable energy
isessential for meeting global decarbonisation goals
by2050, and Chemring’s strategic shift to renewable
sources will safeguard against rising carbon costs. In the
STEPS scenario, while the transition to renewables may
bemore gradual, Chemring’s plans will still yield benefits
in terms of cost reduction and emissions management,
enabling the Group to adapt effectively to changing
market conditions.
The carbon price (US$/tCO₂e) is projected to increase
asfollows:
Scenario 2030 2040 2050
STEPS 126 126 126
NZE 2050 140 205 250
Difference 11% 63% 98%
Chemring has a significant opportunity to prioritise the
procurement of renewable energy sources, such as solar
and wind power, throughout its operations. Byfocusing
on on-site renewable energy generation, Chemring can
reduce operational costs and enhance sustainability.
Future developments will emphasise theimplementation
of renewable solutions and energy-efficient technologies,
including heat pumps and advanced insulation, to further
decrease overall energy consumption and support the
Group’s long-term business goals.
By adopting an internal carbon price, the Group
canassign a monetary value to its greenhouse gas
emissions. This will enable better integration of these
costs into investment decisions and daily operations,
while also promoting the use of on-site renewable
energy generation whereappropriate.
Strategic change required incorporating an internal
carbon price assigns a monetary value to greenhouse
gasemissions, empowering business units to integrate
thiscost into investment decisions and dailyoperations.
Primary potential
financial impact:
Reduction in cost
Time horizon:
Short to medium-term
Likelihood:
Very likely
Magnitude of
impact: Low
Resilience rating:
Basic
Chemring Group PLC Annual report and accounts 2025 31
Strategic report Governance Financial statements
METRICS AND TARGETS
Metrics used to assess climate-related risks and opportunities in line with Chemrings strategy and risk management process
with climate-related risks forming part of this consideration
Metrics used to assess
climate-related risks and
opportunities inline with
strategy and risk
management process
Chemring uses a range of metrics to assess climate-related risks and opportunities, aligned with its strategy and risk
management process. These metrics cover GHG emissions (scopes 1, 2, and relevant scope 3), energy consumption,
water use and waste generation.
Executive remuneration is tied to achieving carbon reduction goals through annual bonuses and the long-term incentive
plan, ensuring accountability for climate performance.
The Group reports energy consumption and GHG emissions according to the GHG Protocol and SECR, tracking KPIs
like energy efficiency and emissions intensity.
Climate scenario analysis informs Chemring’s strategy, with supporting metrics integrated into risk management and
strategic planning to monitor its business environment.
Further environmental metrics, including freshwater use and waste, are disclosed on pages 8 to 13 of our sustainability
report 2025. Chemring continually improves data accuracy, reporting and tracking, with historical trends and forward-
looking projections provided for long-term planning.
Scope 1, 2 and, if
appropriate, 3 GHG
emissions and the
relatedrisks
Chemring monitors and reports scope 1 and 2 GHG emissions in line with the GHG Protocol. Scope 1 emissions are
primarily from natural gas used in manufacturing and heating, while scope 2 comes from purchased electricity. Relevant
scope 3 emissions are tracked, with further expansion planned as part of our commitment to improving scope 3 data
collection and reporting.
In 2025, Chemring reduced market-based scope 1 and 2 emissions from 15,161 tCO
2
e in 2024 to 13,554 tCO
2
e, driven
byenergy efficiency initiatives, facility upgrades and increased use of renewable electricity via REGO and REC certificates.
Scope 3 emissions data will continue to evolve as data collection improves.
Chemrings targets for
managing climate-related
risks and opportunities
and performance
againsttargets
Chemring has set ambitious climate targets, committing to net zero scope 1 and 2 emissions by 2035 (market based)
andnet zero by 2050. These targets align with the Group’s sustainability strategy and global climate goals.
Year-on-year reduction targets for scope 1 and 2 emissions are supported by efficiency measures, green fuel adoption
and increased renewable energy usage. Chemring tracks progress through intensity ratios, such as tCO
2
e per £1m of
revenue, reporting a 11.8% reduction in emissions intensity in 2025, from 29.7 tCO
2
e per £1m of revenue to 26.2tCO
2
e.
To further reduce its environmental impact, Chemring is implementing initiatives like upgrading heating and lighting
systems, replacing traditional lighting with LED technology, and trialling electric vehicles. Progress is regularly reviewed
bythe ESG Committee and reported to the Board.
Chemring’s long-term targets meet regulatory requirements and market expectations, positioning the Group to capitalise
on opportunities in the transition to a low-carbon economy. Performance against these targets is monitored with clear
KPIs, and methodologies for calculating these targets are outlined in the Group’s reporting framework.
> Emissions targets for the Group are outlined on page 19
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) REPORT continued
Chemring Group PLC Annual report and accounts 202532
Strategic report Governance Financial statements
OUR PEOPLE
Growing our workforce
Investing in our people and culture remains an
enabler of our business strategy and 2030 ambitions.
Our workforce of 2,701 across fourteen business units in four geographic
locations issupported by outstanding leadership teams who create the right
environment forour employees to perform, delivering for our customers and
communities. It hasbeen an exciting year where we have balanced both the
short-term operational needs with planning for the longer-term workforce goals.
In a year of maturing our programmes and processes, we have improved
ourworking practices across all aspects of our agenda. We have evolved
ourapproach to diversity, equity and inclusion (“DE&I”) into a wider focus
onnurturing aculture we can all be proud of. We have listened to our
workforce in more ways than ever before and worked hard to make the
changes that they feel are most important.
We have used our talent processes to identify who, how and where we
candevelop our organisation, creating ever stronger talent pipelines which
develop the skills we need and offer attractive careers for our employees.
Andwe never forget the customers and communities we serve through
ourfocus creating a positive impact on them. This social value includes
keypartnerships that have impact in the charity and Science, Technology,
Engineering and Maths (“STEM”) education sectors.
We hold true to our five commitments of:
- a fair and equitable workplace;
- enhancing our culture;
- having an engaged workforce who inform our decision making;
- creating compelling careers; and
- supporting our communities.
These commitments plant the seeds today for tomorrow’s growth.
2025 in detail
We are committed to a fair and equitable workplace
We are proud of the improvements over the past five years to develop an
inclusive culture, achieving 32% female representation in senior management
in early 2025. Our prior corporate target of 33% females in senior management
positions by 2027 was retired this year, having served its original purpose. Our
evolution of the DE&I agenda into a focus on culture and employee experience
allows us to focus on‘doing the right thing’ for all employees. We defined two
aims for our work in 2025 and beyond:
- We will always be an organisation where merit is recognised and rewarded.
- All our people decisions will be fair and unbiased, fostering an environment
where everyone can succeed.
Our leadership now use this as the bedrock for our decision making to drive
afair and equitable experience for all our employees.
Male 56%
Female 44%
(Total 9)
Male 75%
Female 25%
Our workforce in numbers
Overall workforce
gendersplit
Board diversity (FCA)
Engagement % year on year (weighted average positivity
scoreacross our local listening tools)
2024
2025
72%
73%
We are committed to enhancing our culture
Our ambition is to become a £1bn revenue business by 2030. To achieve
thisour culture must align all employees to the challenges and opportunities
ahead. Specifically, we are focused on maturing our Journey to Zero Harm,
enabling our business units to move from a calculative safety culture to
proactive over time (further information on page 18). Partnering with an
external culture consultancy, we have started a process to analyse our
values-based culture, and we will develop our enhancement actions in 2026,
regularly evaluating our progress as we head towards 2030.
We are committed to having an engaged workforce
whoinformour decision making
Engaging with our employees remains a critical approach for us. Our local
engagement tools and Board engagement sessions provide us with actionable
insights to make the changes that are important to our employees. By empowering
line leadership in this approach, we are building trust and strong working
relationships in all teams across the Group. At Board level, Laurie Bowen,
Chair of the Remuneration Committee, visited Roke (UK), Kilgore (US),
Chemring Energetics UK and Chemring Sensors & Eneregtic Systems (US).
Meeting with over 100 employees, she received consistent feedback on the
efforts leadership are making to deliver transparent communications to the
workforce and the pridethat employees feel about how our products and
services are making adifference to our customers and end users. Feedback
ongrowth and modernisation highlights that we can still do more to communicate
our journey with employees and that they have insights on how we can continuously
improve. We monitor all engagement priorities at the local andBoard level
and use this to inform our decision making.
We are committed to creating compelling careers
Our approach to talent management is aligned to our growing organisational
needs. We have seen an 83% increase in the number of key roles we reviewed,
to develop the capabilities and leadership bench strength needed togrow.
Our development processes continue to match needs to solutions through
both our corporate development programmes and individual niche skills and
experience needs. 2025 saw several high potential employees progress their
career into more senior positions, as well as welcoming new external talent
into key leadership positions.
Our Early Careers programmes are delivering the next generation of our
leadership.56 active apprentices are developing critical skills across the Group,
whilst 39 graduates move through our two-year development programme.
These academy programmes will continue to evolve as we scale and grow
ourworkforce over the coming years.
We are committed to supporting our communities
Our partnerships with STEM and charitable organisations allow us to have
social value impact in our communities. Our support to the Institute of
Engineering and Technology’s Future Talent Awards enables those from
socially economic deprived backgrounds to access financial support to gain
auniversity education and our numerous charitable events such as Ride to
Ypres allow our employees to make a direct contribution to organisations
supporting our veteran communities.
Overall workforce ethnicity makeup
1
Asian
%
Black
%
Mixed race
%
White
%
Other
2
%
Senior managers 4.9 0.7 94.4
Mid-level managers 3.4 0.9 1.3 93.8 0.6
All other employees 5.9 2.2 1.7 90.1 0.1
1. Ethnicity data excludes the US and Norway.
2. Including Hispanic, NHOPI and Native American.
Chemring Group PLC Annual report and accounts 2025 33
Strategic report Governance Financial statements
ETHICS AND BUSINESS CONDUCT
Always doing the right thing
Chemring is committed to conducting its business
in an ethical and responsible manner at all times,
and in full compliance with all applicable laws
and regulations.
OUR APPROACH
We are committed to promoting a culture within Chemring where everyone
does the right thing and takes personal responsibility for their actions.
OurOperational Framework and Code of Conduct set out the standards
ofbusiness conduct and behaviours that we expect of all our businesses,
ouremployees and all third parties who act on our behalf. We require all
employees and third parties who act on our behalf to conduct business
honestly and with integrity, and to take personal responsibility for ensuring
that our commitment to sound and ethical business conduct is delivered.
ESG Committee
The Board has established an ESG Committee, which has oversight of
theGroup’s environmental, social and governance policies and objectives.
TheESG Committee is chaired by the Group Chief Executive, with the
othermembers being the Chief Financial Officer, the Group Legal Director
&Company Secretary, the President of our US operations, the Group HSE
Director, the Group Director of Corporate Affairs, the US General Counsel,
the US Vice President HSE, the Group Financial Controller and the Group
Sustainability Lead. The ESG Committee has oversight of the Group’s ethical
business conduct and compliance framework, including our anti-bribery
processes. It monitors the implementation of the framework across the
Group and recommends areas for improvement.
The Committee met three times during the year. At every meeting the Committee
reviews and monitors compliance with our anti-bribery processes and other
key compliance policies. During the year the Committee also reviewed:
- performance against the Group’s target to reduce scope 1 and 2 emissions
to net zero by 2035;
- performance against HSE and people-related targets;
- the annual operational assurance statements completed by the businesses;
- metrics on the due diligence and appointment of third party sales partners;
- statistics on the completion of compliance training;
- approvals granted under our policy on sales to customers located in higher
risk territories; and
- its terms of reference.
The Group Chief Executive reports to the Board on the Committee’s
activities following each meeting.
Operational Framework
Our Operational Framework incorporates a broad range of more than thirty-five
policies and procedures which have been adopted by all our businesses.
The Operational Framework implements a robust governance and compliance
framework to enable us to operate in a safe, consistent and accountable way.
The leaders of each of our businesses are required to ensure that:
- every employee, at every level of the organisation, has access to and
understands the requirements of the Operational Framework;
- appropriate training and monitoring processes are in place to ensure proper
implementation of the Operational Framework; and
- local procedures and processes are adopted to implement the requirements
of the Operational Framework.
All our Operational Framework policies and procedures and associated
training material are hosted on the Chemring Compliance Portal. This
innovative online system allows us to issue new and updated policies and
training to employees across the Group, targeted to their specific roles, and
enables us to monitor completion of mandatory training on a timely basis.
Our governance framework also includes a requirement for all businesses
tocomplete an operational assurance statement on an annual basis, providing
adetailed assessment of their compliance with the Operational Framework.
Theoutput from the operational assurance process enables us to drive
continuous improvement in our governance and compliance framework,
including the identification of additional training requirements for our employees.
It also allows us to monitor and address the evolution of a number of the key
risks weface, and provides valuable input to our internal audit programme.
Code of Conduct
Our Code of Conduct, which sits alongside our Operational Framework,
embraces our fundamental values of Safety, Excellence and Innovation.
Itprovides direction to all employees on legal, ethical and risk issues that
theymay encounter in their day-to-day activities.
All employees and all third parties who act on the Group’s behalf are required
to comply with our standards of behaviour and business conduct, as set out
within the Code, and applicable laws and regulations in all the countries in
which we operate. All employees, current and new, are provided with a copy
of the Code of Conduct and asked to confirm that they will adhere to its
standards. The Code is reproduced in Norwegian for our employees in
Norway. The Code was updated and reissued in April 2025.
Scenario-based training modules on the Code are provided to employees
during the year through the Chemring Compliance Portal.
Operational
assurance
process
Identification of
risksand areas
of improvement
Continuous
improvements to
theOperational
Framework
Implementation
ofnew procedures
andtraining
programmes
Internal audit
review and
consideration
of findings
> Discover more about ourcode of conduct at
chemring.com/codeofconduct
Chemring Group PLC Annual report and accounts 202534
Strategic report Governance Financial statements
Whistleblowing
Our Chemring culture embraces transparency and openness, and we
encourage all employees to speak up if they have any concerns. We have
awhistleblowing policy and associated procedures in place which enable
allemployees to raise concerns, in confidence, about possible improprieties
orwrongdoing within the business, without fear of reprisal or retaliation.
Employees are able to raise issues by contacting our 24-hour ethics reporting
service by phone or email or by accessing an external website. All issues
reported are taken seriously and investigated appropriately in a confidential
manner. Third parties may also accessour ethics reporting services.
Our internal procedures on the handling of whistleblowing reports are
designed to ensure that all reports made, whether through the external
service or through other internal channels, are dealt with in a proper and
consistent manner, with appropriate oversight from the UK and US legal
departments. Training is provided to members of our leadership teams
onhow to identify whistleblowing reports which may emanate through
lessobvious channels and how to engage with employees who make
whistleblowing reports.
Anti-bribery and corruption
The Group has well-established anti-corruption policies, which are included
within our Operational Framework. Specifically, these cover bribery and
corruption, conflicts of interest, gifts and hospitality, and facilitation payments.
A number of other policies within the Operational Framework also address
bribery and corruption risks in areas such as finance, political donations and
lobbying, charitable donations and offset.
The Group has adopted a policy on sales to customers located in higher-risk
territories, which requires our businesses to prepare a risk mitigation plan for
any proposed transaction in a territory rated less than 50 on Transparency
International’s Corruption Perceptions Index. This plan is required to address
both bribery and corruption risks and broader risks which may be
encountered in doing business in such territories.
Our detailed anti-corruption procedures are incorporated within our Bribery
Act Compliance Manual (“BACM), which is updated on a regular basis, and
includes requirements for:
- each business to routinely conduct informed bribery risk assessments as
part of normal operating procedures, to determine the nature and extent
ofthe Group’s exposure to potential internal and external risks of bribery
and corruption on its behalf by persons associated with it;
- approval of the appointment of all sales partners and other third party
advisers, which in all circumstances requires the completion of risk-based
due diligence, appropriate management approvals, use of standard form
contracts, and ongoing monitoring and review;
- risk-based anti-corruption due diligence processes for the engagement
ofservice providers and suppliers;
- regular mandatory training on BACM and its application to their respective roles
for management, supervisors and all employees working within commercial,
sales and marketing, finance and human resource functions or in
customer-facing roles;
- approval of the giving and receiving of reasonable, proportionate and
appropriate gifts and hospitality in the normal course of business; and
- proper identification, disclosure and management of potential or actual
conflicts of interest.
A BACM “Pocket Guide” is issued to all employees across the Group, which
provides an overview of our anti-corruption policies and the requirements
ofthe detailed manual.
All businesses are required to complete a BACM Compliance Certificate on
an annual basis, confirming that all policies and procedures within BACM have
been complied with and providing supporting information to demonstrate
compliance. BACM Compliance Certificates are reviewed by the ESG
Committee following each submission.
We recognise that the appointment of third party sales partners in our routes
to market can present particular bribery and corruption risks, and we therefore
implement enhanced anti-corruption procedures for the engagement of sales
partners where there is a genuine business need by mandating:
- restrictions on the number of sales partners to be engaged in each territory;
- the preparation of a full business case to justify the appointment of all new
third party sales partners, including a two-stage bribery risk assessment
incorporating the requisite level of risk-based due diligence, which must be
approved by the Group Chief Executive before the sales partner is appointed;
- due diligence reports from external consultants for higher-risk appointments;
- a full periodic reappointment process for all retained sales partners, including
recommissioning of the appropriate risk-based due diligence and resubmission
of a full business case for approval by the Group Chief Executive; and
- increased reporting requirements for all payments made to third party sales
partners and higher-risk service providers.
The review and approval processes for our third party sales partners are
automated through the Chemring Compliance Portal, which enables us
toadopt a consistent approach to the application of our due diligence and
approval processes across the Group. Due diligence processes for the third
party service providers and higher-risk suppliers engaged by our non-US
businesses are also managed in the Chemring Compliance Portal. The US
businesses have adopted a similar automated system in the US for their
service providers and higher-risk suppliers.
The Chemring Compliance Portal also incorporates a module for employees
to seek approval online prior to giving or receiving gifts and hospitality or
making charitable donations on behalf of the business.
Selected third party sales partners are subject to an independent audit by an
external consultant. These audits provide additional assurance on the suitability
of our sales partners and help to further strengthen our anti-bribery and
corruption processes.
Compliance with BACM procedures continues to be a core aspect of our
internal audit programme.
Human rights
The Group is committed to respecting human rights in the countries in which
we do business. Our Code of Conduct and other applicable policies under
theOperational Framework support our commitment to ensuring, as far as we
are able, that there is no slavery or human trafficking in any part of our business
or in our supply chain. All suppliers are provided with a copy of our Supplier
Code of Conduct, which requires them to adhere to our ethical standards
and expectations, including in relation to human rights. We do not knowingly
support or do business with any suppliers which are involved in slavery.
> A statement of the Groups compliance with the
ModernSlaveryAct2015 can be found on the Group’s
website atwww.chemring.com
We fully adhere to all relevant government guidelines designed to ensure
thatour products are not knowingly incorporated into weapons, or other
equipment, used for the purposes of terrorism, international repression
ortheabuse of human rights.
Chemring Group PLC Annual report and accounts 2025 35
Strategic report Governance Financial statements
INTRODUCTION
We have continued to deliver against the Board’s expectations, balancing
short-term performance with long-term growth. Chemring continues to play
a vital role supplying mission-critical products and services, as demonstrated
by a new record order book.
Group financial performance
Order intake for 2025 remained strong, up 20.3% at £781m (2024: £649m).
Countermeasures & Energetics order intake was up 20.6% at £602m (2024:
£499m) demonstrating growing customer demand for traditional defence
capabilities. Sensors & Information order intake increased 19.3% to £179m
(2024: £150m), with the total order book ending the year 4.8% higher.
Revenue was up 2% to £497.5m (2024: £488.3m), as Energetics delivered
ahead of schedule and we delivered improving operational performance at
our Tennessee Countermeasures business, which offset a weaker period for
Sensors & Information due to short-term delays in UK government spending.
On a constant currency basis the Group’s revenue was up 2.8% to
£502.2m(2024: £488.3m), underlying operating profit was up 6.8% to
£74.3m(2024: £69.6m) and underlying diluted earnings per share was up
4.2%to 19.7p (2024: 18.9p). Foreign exchange translation has proved to be
aheadwind to revenue and operating profit compared with last year. While
exchange rates have been volatile in the year, the US dollar and Australian
dollar have all weakened against sterling. A summary of the impact of the
exchange rate movements on the key metrics at a Group and sector level
isshown in the table below.
At constant currency As reported
2025
£m Change
2025
£m Change
2024
£m
Group
Order intake 792.0 22% 781.4 20% 649.0
Order book 1,318.0 29% 1,345.4 32% 1,022.4
Revenue 502.2 3% 497.5 2% 488.3
Underlying EBITDA 99.7 9% 98.6 8% 91.5
Underlying operating
profit 74.3 7% 73.5 6% 69.6
Underlying earnings
pershare 19.7 4% 19.4 3% 18.9
Countermeasures
&Energetics
Order intake 612.9 23% 602.1 21% 498.5
Order book 1,207.0 32% 1,234.9 35% 916.7
Revenue 326.8 18% 322.7 17% 276.3
Underlying EBITDA 80.8 33% 79.7 31% 60.9
Underlying operating
profit 62.3 38% 61.6 37% 45.0
Sensors &
Information
Order intake 179.1 20% 179.3 20% 149.7
Order book 111.0 6% 110.4 5% 104.5
Revenue 175.4 -17% 174.8 -18% 212.0
Underlying EBITDA 38.4 -19% 38.2 -19% 47.3
Underlying operating
profit 31.4 -24% 31.2 -25% 41.4
FINANCIAL REVIEW
Delivering solid growth across all key metrics
A strong financial result for the year reflecting
the high quality, resilient nature of the business
and improving operational execution.
James Mortensen
Chief Financial Officer
The underlying operating profit of £73.5m (2024: £69.6m) resulted in an
underlying operating margin of 14.8% (2024: 14.3%), the increase a result of
higher Countermeasures & Energetics volumes and strong operational execution.
Total finance expense has increased to £5.7m (2024: £4.8m) with the continued
investment in our niche Energetics businesses leading to higher borrowings.
Statutory operating profit was up 29.7% to £73.4m (2024: £56.6m) and after
statutory finance expenses of £5.7m (2024: £4.8m), statutory profit before tax
was £67.7m (2024: £51.8m). The statutory profit after tax from continuing
operations was £53.3m (2024: £41.5m) giving a statutory basic earnings per
share from continuing operations of 19.7p (2024: 15.2p).
As announced in November 2025, Alloy Surfaces Company, Inc, has been
treated as discontinued under IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations in 2025. As a result, all of the 2024 comparatives
havebeen re-presented. A full reconciliation of this is provided in note 5.
A reconciliation of underlying to statutory profit measures is provided in note 3.
Tax
The underlying tax charge totalled £14.2m (2024: £12.0m) on an underlying profit
before tax of £67.8m (2024: £64.8m). The effective tax rate on underlying
profit before tax for the year was a charge of 20.9% (2024: 18.5%). The
Group effective tax rate increased, as it converges with the UK corporation
tax rate. The statutory tax charge totalled £14.4m (2024: £10.3m) on a
statutory profit before tax of £67.7m (2024: £51.8m).
Earnings per share from continuing operations
Underlying basic earnings per share from continuing operations was 19.8p
(2024: 19.3p) and diluted underlying earnings per share from continuing
operations was 19.4p (2024: 18.9p). Statutory basic earnings per share was
19.7p (2024: 15.2p) and statutory diluted earnings per share was 19.3p
(2024:14.9p).
Working capital
Working capital was £73.7m (2024: £88.3m), a decrease of £14.6m. As a
percentage of revenue, working capital has reduced to 14.8% (2024: 18.1%).
We continued with our focus on commercial contracting, inventory levels
andcash management.
Group financial position
Capital expenditure
We are continuing progress towards the three-year capital investment in the
Energetics businesses with completed projects delivering ahead of schedule in
Chicago and Norway. Our Chicago investment is operational and producing
toplan. Our new facility in Scotland is substantially complete with revenue
expected to be generated from 2027. The continued investment in Norway is
ongoing with early benefits being generated from the first phase. Of the £90m
grant funding awarded to date we have received £37m.
In the year, £93.4m (2024: £64.8m) was spent on property, plant and equipment
which includes the above-mentioned programmes as well as ongoing capital
investment to continually enhance safety and operational performance.
Chemring Group PLC Annual report and accounts 202536
Strategic report Governance Financial statements
Capital allocation
Our disciplined approach to capital allocation prioritises organic and inorganic
investment, a growing and sustainable dividend, other returns to shareholders
and a prudent approach to leverage.
We continue to recognise that dividends are an important component of total
shareholder returns. The dividend for 2025, subject to approval at the Annual
General Meeting, was 8.0p (2024: 7.8p). The Board is pleased to have achieved
the objective of a sustainable dividend cover of c.2.5 times underlying EPS,
which will continue subject to maintaining a strong financial position.
On 26 February 2025, the Group announced that it had commenced a share
buyback programme of up to a maximum consideration of £40m; this remains
ongoing and we have spent £3.6m in 2025.
The Group’s net debt at 31 October 2025 was £89.0m (2024: £52.8m),
representing a net debt to underlying EBITDA ratio of 0.90x (2024: 0.58x).
Underlying operating activities generated cash of £112.2m (2024: £93.9m)
andstatutory operating activities generated cash of £105.3m (2024: £90.5m).
Underlying cash conversion was 114% (2024: 103%) of underlying EBITDA,
and an average of 101% on a rolling 36-month basis (2024: 101%).
Debt facilities
The Group has a rolling credit facility which comprises a £180m facility
whichruns until December 2028, providing significant committed short
andmedium-term funding with three one-year options to extend further
toDecember 2031. In addition, we have a US$20m swingline overdraft facility
for use in the US. The Group also has a four-year amortising facility of £80.0m
of which £64.0m is supported by the UK Export Finance Development
Guarantee. This facility is fully drawn upon and repayments are in six equal
instalments every six months beginning in April 2026. The Group had £134.7m
(2024: £157.4m) of undrawn borrowing facilities at the year end. The Group
issubject to two key financial covenants, which are tested quarterly. These
covenants relate to the leverage ratio between underlying EBITDA and net
debt, and the interest cover ratio between underlying EBITDA and finance
costs. The calculation of these ratios involves the translation of non-sterling
denominated debt using average, rates of exchange, rather than closing,
TheGroup was in compliance with the covenants throughout the year.
Retirement benefit obligations
On 28 November 2023 the trustee of the Chemring Group Staff Pension
Scheme entered into a buy-in contract with an insurer, Pension Insurance
Corporation (PIC”). The trustee is in the final stages of agreeing the verified
data for the scheme with PIC and expects to agree the true-up premium for
full buy-out of the scheme with PIC in early 2026.
The deficit on the Group’s defined benefit pension scheme was £0.1m
(2024:£0.1m surplus), measured in accordance with IAS 19 (Revised)
Employee Benefits.
Research and development
Continued investment in R&D is a key aspect of the Group’s strategy, and
levels of internally-funded R&D are expected to be maintained as investment
in product development continues, particularly within Sensors & Information.
R&D expenditure was £106.9m (2024: £131.3m) of which £88.6m (2024: £114.0m)
was externally funded.
Alternative Performance Measures (“APMs)
In the analysis of the Group’s financial performance, APMs are presented to provide readers with additional information excluding certain items because, if included,
these items could distort the understanding of our performance for the year and the comparability between the periods. Underlying measures are consistent with
information regularly reviewed by management for planning, budgeting and reporting purposes and are aligned to our strategy and KPIs to measure performance and
form the basis of the performance measures for remuneration. The strategic report also includes both statutory and underlying measures. The principal APMs are
deemed underlying measures and are non-IFRS measures. A reconciliation of underlying measures used in the annual report to statutory measures is provided below:
2025 2024
Underlying Non-underlying Statutory Underlying Non-underlying Statutory
Group – continuing operations
EBITDA (£m) 98.6 1.6 100.2 91.5 (11.0) 80.5
Operating profit (£m) 73.5 (0.1) 73.4 69.6 (13.0) 56.6
Profit before tax (£m) 67.8 (0.1) 67.7 64.8 (13.0) 51.8
Tax charge (£m) (14.2) (0.2) (14.4) (12.0) 1.7 (10.3)
Profit after tax (£m) 53.6 (0.3) 53.3 52.8 (11.3) 41.5
Basic earnings per share (pence) 19.8 (0.1) 19.7 19.3 (4.1) 15.2
Diluted earnings per share (pence) 19.4 (0.1) 19.3 18.9 (4.0) 14.9
Group – discontinued operations
Loss after tax (£m) (2.3) (2.8) (5.1) (0.1) (1.9) (2.0)
Principal APMs also include underlying operating cash and underlying operating
cash conversion; these measures use the underlying EBITDA aspartof their
calculation and are also considered non-IFRS measures. We also present a
measure of constant currency revenue and operating profit, these are considered
to be non-IFRS measures.This is calculated by translating our results for the
year ended 31 October 2025 at the average exchange rates for the comparative
year ended 31 October 2024.
Management considers non-underlying items to be amortisation of acquired
intangibles; discontinued operations; exceptional items, for example relating to
acquisitions and disposals, restructuring costs, changes in senior management,
impairment charges, defined benefit pension buy-in/ buy-out costs and legal
costs; gains or losses on the movement in the fair value of derivative financial
instruments; and the tax impact of all of the above.
As adjusted results include the benefits of significant restructuring programmes
but exclude significant costs (such as significant legal, major restructuring and
transaction items), they should not be regarded as a complete picture of the
Group’s financial performance, which is presented in statutory earnings. The
exclusion of adjusting items may result in adjusted earnings being materially
higher or lower than statutory earnings. In particular, when significant
impairments, restructuring charges and legal costs are excluded, adjusted
earnings will be higher than statutory earnings.
Our use of APMs is consistent with the prior year and we provide
comparatives alongside all current year figures. The directors believe that
these APMs assist with the comparability of information between reporting
periods and reflect the key performance indicators used within the business
to measure performance. The term underlying is not defined under IFRS
andmay not be comparable with similarly titled measures used by other
companies. All profit and earnings per share figures in this financial review
relate to underlying business performance (as defined above) unless otherwise
stated. Further details including a full reconciliation are provided in note 3.
James Mortensen
Chief Financial Officer
8 December 2025
Chemring Group PLC Annual report and accounts 2025 37
Strategic report Governance Financial statements
RISK MANAGEMENT
Effective risk management
We continue to manage key risks to ensure the
effective delivery of the Group strategy.
Risk management organisation
The Board is responsible for determining the nature and extent of risks it is
willing to accept in delivering the Group’s strategy and running the Group’s
operations, and ensuring that risk is effectively managed across the Group.
The Board regularly reviews the Group risk register and considers whether
the Risk Management Committee has appropriately identified the principal
risks to which the Group is exposed.
The Audit Committee is responsible for reviewing and monitoring the effectiveness
of the Group’s internal control framework, including financial, operational and
reporting controls, and its risk management systems. The Audit Committee
also reviews the effectiveness of the Group’s internal audit arrangements.
The Risk Management Committee is responsible for overseeing the
implementation of the Group’s risk management framework and for
identifying the principal risks to which the Group is exposed, monitoring
keymitigation plans and maintaining the Group risk register. The Risk
Management Committee also reviews risks at the business unit level and
considers input from the US Risk Management Committee, which has
beenconstituted to oversee risk within the US operations.
The current members of the Risk Management Committee are:
- Michael Ord (Group Chief Executive);
- Sarah Ellard (Group Legal Director & Company Secretary);
- John Freiling (US Chief Financial Officer);
- Steve Hawkins (US Vice President, HSE);
- Steve Messam (Group HSE Director);
- Greg Moore (US President);
- James Mortensen (Chief Financial Officer);
- Rupert Pittman (Group Director of Corporate Affairs); and
- Olivia Wardlaw (Internal Audit Manager).
Risk management policy and framework
The Group’s risk management policy sets out the Group’s approach to risk
management, including its risk appetite; the framework for assessing, managing
and monitoring risk within the business; and the key roles and responsibilities
for the oversight and implementation of the Group’s risk management
systems and controls.
The Group’s risk management framework draws fundamentally from the
Three Lines of Defence Methodology”, with the “First Line” being day-to-day
management of risk and maintenance of effective control procedures at individual
businesses. The “Second Line” comprises a range of risk management and
control functions established at the corporate management level, which are
designed to enhance and monitor the First Line. The “Third Line” comprises
the Group’s internal audit function, which reports directly to the Audit
Committee, and assurance and audit reviews by external auditors, specialist
consultants and regulators.
Approach to risk management
The management of each business is responsible for the identification,
management and reporting of local risks, in accordance with the Group’s
riskmanagement framework. The management of each business is also
responsible for the maintenance of business risk registers and the
implementation of mitigation plans.
Each business is required to maintain a risk register identifying their key risks.
The risk registers include an analysis of the likelihood and impact of each risk,
before and after mitigation actions are taken to manage the risk, together with
details of the mitigation plans and progress against them. Each risk is allocated
an owner, who has responsibility for managing the risk.
The business risk registers are updated quarterly and are reviewed in detail by
the Group Chief Executive, the Chief Financial Officer, the US President and
other members of the Executive Committee at quarterly business review
meetings with each of the businesses. The US Risk Management Committee
reviews the risk registers for the US businesses, considers US corporate-level
risks and maintains a consolidated US risk register.
The Risk Management Committee meets on a quarterly basis and, utilising
theinput from the business risk registers and the US risk register, identifies
those principal risks which are material to the Group as a whole. The Risk
Management Committee also considers corporate-level risks and emerging
risks, as referenced below. These risks are collated on the Group risk register,
together with details of the applicable mitigation plans and risk owners.
The Group has implemented an Operational Framework, incorporating a
broad range of policies and procedures which are required to be adopted by
all businesses. An annual operational assurance process is a fundamental part
of the Operational Framework and provides an assessment of compliance
with the Operational Framework policies across the Group. The output of
the operational assurance process provides additional visibility on risks across
the Group and is utilised by the Risk Management Committee as a further
input to the Group risk register. The operational assurance process also
provides assurance to the Board that the Group’s internal systems and
controls are operating effectively. The full Group risk register is reviewed
bythe Board on a half-yearly basis and key individual risks are reviewed
ateach Board meeting.
Key areas of focus during the year
During the past year, we have continued to enhance our risk management
systems, with specific focus in the following areas:
- We continued to promote our Fundamental Safety Principles and our SWIM
(“Stop, Warn, Inform and Manage”) process, and we continued to improve
on the shared learning of findings from all significant incidents and
high-potential near misses.
- In 2025, we introduced a new performance metric to monitor the risk of
personnel exposure during process safety events and established a working
group to review trends in the data. This has driven the development of
engineering solutions to address the root causes of incidents and to reduce
employee exposure to hazards.
- We have engaged additional external resources to ensure the successful
delivery of our key capital investment programmes and further increased our
senior-level oversight of the projects, particularly those at Chemring Nobel.
Chemring Group PLC Annual report and accounts 202538
Strategic report Governance Financial statements
The Board
- Overall responsibility
forrisk management
- Determines the Group’s
riskappetite
- Reviews the Group
riskregister
Risk Management
Committee
- Oversees the
implementation
oftheGroup’s risk
management framework
- Monitors compliance
withthe Group’s internal
controlsystems
- Maintains the Group
riskregister
Business
management
- Responsible for the
implementation of the
Group’s risk management
framework at the
operational level
- Maintain business
unitriskregisters and
provideinput to the Risk
Management Committee
- Responsible for compliance
with internal controls
Audit Committee
- Reviews the effectivenessof
the Group’s risk management
framework and systems of
internalcontrol
- Oversees the
effectiveness of the
Group’s internal audit
arrangements
Key roles and responsibilities for the Group’s risk management strategy
- We have continued to strengthen our IT and cyber-security controls,
andexpanded the services provided by external managed detection and
response providers who monitor our systems, networks and the dark web
in order to respond to cyber threats on a 24/7 basis. We have continued
toshare learnings from regulatory audits and implemented improvement
actions across the Group. We have reviewed our arrangements against
theUK Government’s Cyber Governance Code of Practice.
- We have reviewed our succession and talent management programmes
toaddress our key people-related risks.
- We continue to engage with UK, US and other government customers
regarding the allocation and phasing of defence budgets. Our Group Chief
Executive is a member of the UK Defence Industrial Joint Council, which
aims to enhance collaboration between the UK Government, defence
companies, trade unions and investors.
- We have enhanced our procedures for the prevention of fraud and
provided related training for employees.
- Our internal audit programme has continued to incorporate thematic
reviews in key risk areas. Our US internal audit programme has been
enhanced by enabling our Group Internal Audit Manager to participate
morebroadly in the internal audits of the US businesses, whilst
maintainingcompliance with our US Special Security Agreement.
Principal risks
> Details of our principal risks are set out on pages 40 to 45
Emerging risks
The UK Corporate Governance Code requires the Board to undertake a
robust assessment of the emerging risks that may impact the Group in the
future. This requirement has been reflected in the Group’s risk management
processes and emerging risks are considered by the Risk Management
Committee when compiling the Group risk register.
Emerging risks are identified through discussions with both external and
internal subject matter experts and other stakeholders, including customers
and regulators, and through horizon scanning of future developments in areas
relevant to the Group’s business operations.
Certain emerging risks relating to future technological, regulatory, financial
andmacro-economic changes are reflected on the Group risk register and
mitigation plans implemented accordingly. However, other emerging risks
havealso been identified, where we are still endeavouring to determine
thepotential impact on the Group.
Risk review
The Board conducts an annual review of the effectiveness of the Group’s
systems of internal control and risk management systems. As part of this
review the Board considers:
- the operational and financial reports received from the executive
management throughout the year;
- the Group risk register, and the mitigation actions being taken to manage
keyrisks;
- output from the operational assurance process; and
- internal audit reports and reports from the other assurance processes
inplace across the Group.
The Board confirms that there is an ongoing process for identifying, evaluating
and managing the principal risks faced by the business, and that robust systems
of internal control and risk management were in place throughout the year
under review and have remained in place up to the date of approval of these
financial statements.
The Board continues to take steps to embed internal control and risk
management further into the operations of the Group, and to address any
areas for potential improvement which come to the attention of management
and the Board.
The Board acknowledges, however, that the internal control systems can only
provide reasonable, not absolute, assurance against mismanagement or loss of
the Group’s assets.
The Board assessed the principal and emerging risks to which the Group is
exposed as part of its half-yearly review of the Group risk register. The Board
considered whether all applicable risks had been adequately captured in the
Group risk register and whether the requisite progress had been made on the
mitigation actions to address significant risks. The Board also reviewed its risk
appetite for the principal risks to which the Group is exposed.
Chemring Group PLC Annual report and accounts 2025 39
Strategic report Governance Financial statements
HEALTH, SAFETY AND ENVIRONMENT RISKS
A. Occupational and process safety
Risk and potential impacts Mitigation
The Group’s operations involve energetic materials that,
bytheir nature, have inherent safety risks.
- Incidents may occur which could result in harm to
employees, the temporary shutdown of facilities or other
disruption to manufacturing processes.
- The Group may be exposed to financial loss, regulatory action
and potential liabilities for workplace injuries and fatalities.
Risk indicators:
- Total recordable injury frequency rate
- Number of process safety events, including those that
result in personnel exposure
- Number of near miss and high potential near miss reports
- Safety reinforced as a core value.
- Continued emphasis on the “Journey to Zero Harm” and promotion
ofa culture which puts safety first and encourages employees to take
personal responsibility for their actions.
- HSE Strategy and HSE Management System Framework Standard fully
implemented within the businesses.
- Robust major accident hazard analysis process to identify, evaluate and
mitigate significant process safety risks, adopted across the Group.
- Group-wide standards on asset integrity, management of electro-static
discharge hazards and incident investigation.
- Group-wide review of learnings from significant incidents.
- Technical Safety Committee established.
- Fundamental Safety Principles issued to all employees, and “Stop,
Warn, Inform, Manage” process instigated to ensure incidents are
avoided and to prevent reoccurrence.
- Continued focus on near miss identification and reporting.
- Ongoing programme of capital investment in older facilities to improve
safety and reliability, and establishment of automated production
facilities where appropriate.
> See also: Health and safety on page 20
Probability
(post-mitigation): Low
Impact: High
Trend: Stable
Risk appetite: Low
B. Environmental laws and regulations
Risk and potential impacts Mitigation
The Group’s operations and ownership or use of real
property are subject to a number of federal, state and
localenvironmental laws and regulations. New legislation
continues to emerge in this area.
At certain sites, currently or formerly owned or operated
bythe Group, there is known or potential contamination
forwhich there is, or may be, a requirement to remediate
orprovide resource restoration.
- The Group could incur substantial costs, including
remediation costs, resource restoration costs, fines and
penalties, or be exposed to third party property damage
or personal injury claims, as a result of liabilities associated
with past practices or violations of environmental laws or
non-compliance with environmental permits.
Risk indicators:
- Carbon emissions.
- Energy and water utilisation.
- Volume of waste produced.
- Number of environmental incidents.
- Emerging environmental and regulatory risks monitored by
theRiskManagement Committee and the ESG Committee.
- Group-wide collection of environmental performance data.
- Monitoring programmes established at certain sites and appropriate
financial provisions held.
- Environmental liability insurance procured for certain risks.
- Environmental consultants retained to manage indemnification
obligations for legacy site remediations.
> See also: Environment on pages 21 to 23, andTCFD report
on pages 24 to 32
Probability
(post-mitigation): Medium
Impact: Medium
Trend: Stable
Risk appetite: Low
PRINCIPAL RISKS AND UNCERTAINTIES
Details of the principal risks and uncertainties which could have a material impact on the Groups
business model, strategy, future performance or reputation are set out below. The principal risks
are identified by the Risk Management Committee based on the likelihood of occurrence and the
potential impact on the Group as a whole.
Chemring Group PLC Annual report and accounts 202540
Strategic report Governance Financial statements
C. Climate change
Risk and potential impacts Mitigation
The Group’s operations and delivery of our strategy could
be impacted by climate change-related risks, including those
associated with wildfires, severe weather events and new
climate-related requirements in relation to the Group’s
manufacturing processes and products.
- Wildfires and severe weather events could result in harm
to employees, the temporary shutdown of facilities or
other disruption to manufacturing processes.
- The Group may be exposed to financial loss for business
interruption and/or increased expenditure for adaption
ofproduction facilities and processes to address climate
change-related risks.
Risk indicators:
- Frequency of wildfires and severe weather events.
- New legislation.
- Implementation of measures such as cutting back grassland close
tomanufacturing operations, to mitigate the risk of wildfires.
- Drainage improvements to mitigate the impact of potential
floodingevents.
- Carbon reduction plans and other environmental performance
targetsestablished to reduce the Group’s environmental impact.
- Close relationships maintained with customers, in order to obtain early
insight into new environmental requirements which may be imposed
by customers.
- Property damage and business interruption insurance procured, and
engagement with insurers on site-related climate risks.
> See also: Environment on pages 21 to 23, and TCFD report
on pages 24 to 32
Probability
(post-mitigation): Medium
Impact: Medium
Trend: Increasing
Risk appetite: Low
STRATEGIC RISKS
D. Market
Risk and potential impacts Mitigation
Defence spending depends on a complex mix of political
considerations, fiscal constraints and the requirements of the
armed forces to address specific threats and perform certain
missions. Overall defence spending may therefore be subject
to significant yearly fluctuations, and there may also be
downward pressure on defence budgets in certain key
programme areas or reallocation of funding to address
newpriorities.
The Group’s profits and cash flows are dependent, to
asignificant extent, on the timing of award of defence
contracts. In general, the majority of the Group’s contracts
are of a relatively short duration and, with the exception
offramework contracts with key customers, do not cover
multi-year requirements.
- The Group’s financial performance may be adversely
impacted by lower defence spending by its major
customers, either generally or in relation to certain
programmes, or reallocation of funding.
- Short-term trading and cash constraints may impact on
theGroup’s ability to invest in longer-term technologies
and capabilities.
- Unmitigated delays in the receipt of orders or cancellation
of existing contracts could affect the Group’s financial
performance. If the Group’s businesses are unable to
continue trading profitably during periods of lower order
intake, financial performance will deteriorate, and assets
may be impaired.
Risk indicators:
- Defence budget cuts.
- Reduction in order intake.
- Deterioration in profitability.
- Engagement with government customers regarding the future direction
of defence budgets and key priorities. The Group Chief Executive is a
member of the UK Defence Industrial Joint Council which aims to
enhance collaborations between the UK Government, defence companies,
trade unions and investors.
- Continual assessment of alignment of planned organic growth
strategies and technology roadmaps against government priorities
forfuture funding.
- Focus on organisational development to ensure the business is
appropriately structured to meet current and future needs, and
toprovide resilience in difficult market conditions.
- Continued focus on order intake as a key performance indicator.
- Continued review of the Group’s portfolio and inorganic
growthopportunities.
- Pursuit of long-term, multi-year contracts with major customers
wherever possible.
> See also: Group Chief Executive’s review on pages 6 to 9
Probability
(post-mitigation): Medium
Impact: Medium
Trend: Increasing
Risk appetite: Low to
moderate
Chemring Group PLC Annual report and accounts 2025 41
Strategic report Governance Financial statements
STRATEGIC RISKS continued
E. Political
Risk and potential impacts Mitigation
Increasing political, social and economic uncertainty and
volatility may lead to changes in the political landscape. In
addition, there is a significant risk of political unrest and
changes in the political structure in countries to which the
Group currently sells.
- The Group’s business in certain countries may be adversely
affected in a way that is material to the Group’s financial
position and the results of its operations.
- Political changes could impact future defence budgets
andpriorities or the Group’s ability to export products
tocertain countries.
Risk indicators:
- Political changes.
- Suspension/withdrawal of export licences.
- International sanctions.
- Reduction in order intake.
- Relationships maintained at political level in key countries
andwithsenior customer representatives.
- Financing arrangements implemented, including letters of credit
andadvance payments, for contracts with higher-risk customers.
- Political risks insurance procured in certain circumstances.
> See also: Group Chief Executive’s review on pages 6 to 9
Probability
(post-mitigation): Low
Impact: Medium
Trend: Stable
Risk appetite: Low to
moderate
F. Contracts
Risk and potential impacts Mitigation
The Group’s government contracts may be terminated at
anytime and may contain other unfavourable provisions.
The Group may need to commit resources in advance of
contracts becoming fully effective, to ensure prompt fulfilment
of orders or to enable conditions precedent to be met.
- The Group may suffer financial loss if contracts are
terminated by customers, or a termination arising out
ofthe Group’s default may have an adverse effect on
theability to compete for future contracts and orders.
- Unfavourable commercial contract terms may adversely
impact the Group’s working capital position, particularly
ifthe receipt of payments by the Group is delayed.
Risk indicators:
- Number of contract claims/terminations.
- Increase in working capital.
- Delays in customer payments.
- Number of bonds or guarantees called.
- Relationships maintained at political level in key countries
andwithsenior customer representatives.
- Commercial Policy within the Operational Framework requires
centralapproval for certain contractual risk exposures.
- Commercial and contract risk management training
programmeimplemented.
- Advance and stage payments negotiated with customers
whereverpossible, to improve working capital management.
Probability
(post-mitigation): Low
Impact: Medium
Trend: Decreasing
Risk appetite: Moderate
PRINCIPAL RISKS AND UNCERTAINTIES continued
Chemring Group PLC Annual report and accounts 202542
Strategic report Governance Financial statements
G. Technology
Risk and potential impacts Mitigation
The Group may fail to maintain its position on key future
programmes due to issues with capability development,
technology transfer or cost-effective manufacture.
The Group needs to continually add new products to its
portfolio, through innovation and an emphasis on research
and development. New product development may be subject
to delays, or may fail to achieve the requisite standards to
satisfy volume manufacturing requirements and the
production of products against high reliability and safety
criteria to meet customer specifications.
- Failure to obtain production contracts on major
development programmes may significantly impact the
future performance and value of individual businesses.
- Failure to complete planned product development and
upgrades successfully may have financial and reputational
impacts, and may result in obsolescence or loss of
futurebusiness.
Risk indicators:
- Reduction in R&D expenditure.
- Delays in R&D programmes.
- Delays in qualification of products.
- Loss of production contracts.
- Emergence of new competitors and disruptivetechnologies.
- Close relationships maintained with customers on all key
futureprogrammes.
- New Product Development Policy and procedures adopted, to align
the approach to future technology investment across the Group.
- Technology investments aligned with the five-year plan.
- Working groups established to drive and co-ordinate technology
growth in certain key areas.
Probability
(post-mitigation): Medium
Impact: Medium
Trend: Stable
Risk appetite: Moderate
H. Financial
Risk and potential impacts Mitigation
The Group is exposed to a range of financial risks, both
externally driven, such as fluctuations in foreign exchange
rates, and specific to the Group.
Specific financial risks could arise out of a disruption to
operations; failure to deliver strategic objectives, including
planned investment; or customer-related events, including
defaults on the payment of debts.
As a result of certain past events, the Group is exposed to
contingent liabilities which may or may not result in future
cash outflows. (Further details are contained in note 35
oftheGroup financial statements.)
- The Group may fail to comply with financing covenants and
be unable to meet debt repayments, leading to withdrawal
of funding or additional costs of maintaining funding.
- Operational results may be impacted by unexpected
financial losses or increased costs.
Further details of the financial risks to which the Group
ispotentially exposed, and details of mitigating factors are
setout in the financial review and note 23 of the Group
financialstatements.
Risk indicators:
- Deterioration in bank covenants.
- Increase in net debt.
- Interest rate increases.
- Foreign exchange rate movements.
- Increase in bad debts.
- Increase in inflation.
- Committed banking facilities to December 2028 and additional
loanfacility supported by UK Export Finance.
- Regular monitoring of actual and forecast financing covenants.
- Capital investment approval processes, requiring Board approval
forsignificant projects.
- Hedging policy applied for significant foreign transactions.
- Advance payments and letters of credit required from customers
witha heightened payment risk.
- Government grant funding secured to support capital expansion projects.
> See also: Financial review on pages 36 to 37
Probability
(post-mitigation): Low
Impact: Medium
Trend: Decreasing
Risk appetite: Moderate
Chemring Group PLC Annual report and accounts 2025 43
Strategic report Governance Financial statements
STRATEGIC RISKS continued
I. Operational
Risk and potential impacts Mitigation
The Group’s manufacturing activities may be exposed to
business continuity risks, arising from plant failures, supplier
interruptions, quality issues or large-scale employee absences.
Planned new facility developments may be delayed as aresult
of operational issues.
- Interruptions to production and sales could result in financial
loss, reputational damage and loss of future business.
- A delay in completing new manufacturing facilities could
constrain capacity and limit future business growth.
Risk indicators:
- Number of process safety events including those that result
in personnel exposure.
- Reduction in right first time and on-time delivery rates.
- Increase in supplier-related delays.
- Increase in quality issues and customer complaints.
- Reduction in capital expenditure.
- Delays in commissioning of facilities.
- Group-wide major accident hazard analysis process and upset
condition management standard, and key learnings shared across
theGroup.
- Key performance indicators provide visibility on operational
performance and facilitate early identification of potential production
and quality issues.
- Advance purchases of raw materials to address potential supply
chainconstraints.
- Due diligence and credit checks on key suppliers.
- Business continuity plans established across the Group.
- Continued capital investment in legacy facilities to improve
safetyandreliability.
- Asset integrity programme implemented.
- Detailed plans developed for all significant capital investment projects,
steering committees established, and additional dedicated resources
deployed to oversee key projects.
- Business interruption risks insured where appropriate.
> See also: Group Chief Executive’s review on pages 6 to 9,
and Health and safety on page 20
Probability
(post-mitigation): Medium
Impact: High
Trend: Stable
Risk appetite: Low to
moderate
J. People
Risk and potential impacts Mitigation
There is a risk that the market for talent in key areas of
expertise becomes more challenging. Allied to this, there
isarisk of loss of key personnel.
As the shape of the Group’s business changes and, with
anincreased focus in high technology areas, the Group may
failto build and retain an appropriate skill base to facilitate
successful competition in new markets and product areas.
Employees may not be fully-engaged with the Chemring
journey, purpose, products, customers and values.
- Failure to recruit sufficient suitably qualified personnel in
key areas of the business may result in the Group failing
toachieve future growth aspirations.
- Failure to build and retain key skills may lead to a reduction
inthe ability to innovate or to win and deliver new contracts.
- If key personnel are not fully engaged with the business
purpose, values and products, and are not appropriately
incentivised, their retention may be compromised. This
could result in loss of management expertise and knowledge,
and the Group’s operations may suffer asaconsequence.
Example key risk indicators:
- Increase in employee turnover.
- Number of unfilled vacancies.
- Employee sentiment scores.
- Chemring values of Safety, Excellence and Innovation established.
- Group-wide development framework, focusing on development of
management and leadership skills and behaviours, particularly amongst
the line manager and supervisor population.
- Ongoing review of capability requirements against the business strategy.
- Employee engagement tools deployed at the businesses.
- Talent framework and succession planning process implemented
andregularly reviewed by the Board.
- Incentive arrangements enhanced to encourage collaboration
andcreate a Group focus at senior level.
- Ongoing development of Employee Value Proposition and each
business’s brand.
- Group-wide employee engagement survey to be implemented in 2026.
> See also: Our people on page 33
Probability
(post-mitigation): Low
Impact: Low
Trend: Stable
Risk appetite: Low to
moderate
PRINCIPAL RISKS AND UNCERTAINTIES continued
Chemring Group PLC Annual report and accounts 202544
Strategic report Governance Financial statements
K. Cyber-security
Risk and potential impacts Mitigation
Cyber-security and related risks are key emergent areas of
critical importance for all businesses, particularly for those
involved in the defence and national security sectors.
Threats can emanate from a wide variety of sources and
could target various systems for a wide range of purposes,
making response particularly difficult. The data and systems
which need to be protected include customer-classified or
sensitive information, commercially sensitive information,
employee-related data and safety-critical manufacturing systems.
- The Group may suffer from critical systems failures, or its
intellectual property, or that of customers, may fall into the
hands of third parties.
- In addition to business interruption and financial loss, the
Group may suffer reputational damage, and its business of
providing cyber-security services to customers may be
irreparably damaged.
Risk indicators:
- Number of “phishing” emails reported.
- Number of system attacks and failures.
- Reports from external advisers on the threat environment.
- Decrease in confidence and integrity of data/information.
- Cyber risk assessments completed, and action plans implemented to
counter identified major risks.
- Group-wide Cyber-Security Standard based on the US NIST 800-171
standard and cyber-security defence measures adopted encompassing,
as appropriate to the nature of the threat and sensitivity of data or
systems being protected, hardware, software, system, process or
people-based solutions.
- Where appropriate, government or commercial accreditation of networks
and systems obtained in support of the overall cyber-security programme.
- IT and security systems review included within the internal
auditprogramme.
- Cyber Incident Response Plan developed, and workshops held.
- Cyber consultants engaged to provide ongoing monitoring
andexpertise.
- Ongoing cyber training undertaken by employees.
Probability
(post-mitigation): Low
Impact: High
Trend: Stable
Risk appetite: Low
LEGAL AND COMPLIANCE RISKS
L. Compliance and corruption
Risk and potential impacts Mitigation
The Group operates in over fifty countries worldwide, in a
highly regulated environment, and is subject to the applicable
laws and regulations of each of these jurisdictions. The
Group must ensure that all its businesses, its employees and
third parties providing services on its behalf comply with all
relevant legal and regulatory obligations.
The nature of the Group’s operations could expose it to
government and regulatory investigations relating to safety
and the environment, import-export controls, money
laundering, false accounting, and corruption or bribery.
The Group requires a significant number of permits,
licencesand approvals to operate, which may be subject
tonon-renewal or revocation.
- Non-compliance could result in administrative, civil or
criminal liabilities, and exposure to fines, penalties,
suspension or debarment, and reputational damage.
- Loss of key operating permits and approvals could result in
temporary or permanent site closures, and loss of business.
Risk indicators:
- Regulatory intervention and penalties.
- Non-renewal/revocation of licences and permits.
- Breaches of policies.
- Non-completion of compliance training.
- Increase in whistleblowing reports.
- ESG Committee oversees compliance across the Group.
- Operational Framework in place, mandating compliance with a range
of policies and procedures covering a wide range of legal and
regulatory requirements.
- Operational assurance process established as part of the
OperationalFramework.
- Central legal and compliance function assists and monitors all Group
businesses, supported by dedicated internal legal resource in the US.
- Code of Conduct stipulates the standards of acceptable business
conduct required from all employees and third parties acting on
theGroup’s behalf.
- Bribery Act Compliance Manual implemented, incorporating robust
anti-bribery policies and procedures.
- Policy adopted to manage risks associated with sales to customers
inhigher-risk territories.
- Whistleblowing reports reviewed at each Board meeting.
> See also: Ethics and business conduct on pages 34 to 35
Probability
(post-mitigation): Low
Impact: High
Trend: Decreasing
Risk appetite: Low
Chemring Group PLC Annual report and accounts 2025 45
Strategic report Governance Financial statements
VIABILITY STATEMENT AND GOING CONCERN
In accordance with provisions 30 and 31 of the UK Corporate Governance
Code, the Board is required to state whether it considers it appropriate to
adopt the going concern basis of accounting when preparing the financial
statements, and to undertake an assessment of the Group’s prospects and
consider whether there is a reasonable expectation that the Group will be
able to continue in operation and meets its liabilities as they fall due over
theperiod of the assessment.
Going concern
The Group’s business activities, key performance indicators, and principal risks
and uncertainties are set out within the strategic report on pages 1 to 46.
The directors believe that the Group is well placed to manage its business
risks successfully. The Group’s forecasts and projections, taking account of
reasonably possible changes in trading performance, show that the Group
should be able to operate within the level of its current committed facilities.
Key financial metrics
2025 Covenant
Available facilities £275.2m
Undrawn committed borrowing facilities £134.7m
Leverage ratio 0.95x Less than 3x
Interest cover ratio 12.17x Greater than 4x
In April 2025, the Group refinanced its revolving credit facility. The new facility
of £180m, which is a £30m increase on the previous facility of £150m, runs
toDecember 2028 and includes the option for three one-year extensions to
December 2031. The Group also has a $20m swingline overdraft facility for
use in the US. In October 2024, the Group entered into an £80m UK Export
Finance loan facility led by Barclays Bank PLC. This is a four-year facility with a
one-year draw down period and a three-year amortising repayment schedule.
The Group was in compliance with its financing covenants throughout the year.
Assessment of near-term prospects
As part of a regular assessment of the Group’s working capital and financing
position, the directors have prepared a detailed bottom-up two-year trading
budget and cash flow forecast for the period through to October 2027.
Thishas enabled the directors to assess going concern for a period of at
leasttwelve months after the date of approval of the financial statements.
Thisis in addition to the Group’s longer-term strategic planning process.
Inassessing the forecast, the directors have considered:
- trading opportunities and risks presented by the current economic
conditions in the defence market, particularly in relation to government
budgets and expenditure;
- the impact of macro-economic factors, particularly interest rates and foreign
exchange rates;
- the status of the Group’s existing financial arrangements and associated
covenant requirements;
- progress made in developing and implementing cost reduction programmes
and operational improvements;
- progress made on capital expansion projects at the Group’s Energetics
businesses, including the provision of grant funding;
- the availability of mitigating actions should business activities fall behind
current expectations, including the deferral of discretionary overheads and
restricting cash flows; and
- the long-term nature of the Group’s business which, taken together with the
Group’s order book, provides a satisfactory level of confidence to the Board
in respect of trading.
Sensitivity analysis
Additional detailed sensitivity analysis has been performed on the forecasts to
consider the impact of severe, but plausible, reasonable worst case scenarios
on the covenant requirements. These scenarios, which sensitised the forecasts
for specific identified risks, modelled the reduction in anticipated levels of
underlying EBITDA and the associated increase in net debt. The scenarios
included significant delays to major contracts and considered the principal
risks and uncertainties discussed in the strategic report. The sensitised
scenarios show headroom on all covenant test dates for at least twelve
months after the date of approval of the financial statements.
Confirmation of going concern
After consideration of the above, the directors have a reasonable expectation
that the Group and the Company will have sufficient funds to continue to
meet its liabilities as they fall due for at least twelve months from the date of
approval of the financial statements and therefore have prepared the financial
statements on a going concern basis.
Long-term viability
Assessment of long-term prospects
The directors have assessed the Group’s viability over the subsequent three
financial years to October 2028 based on the above assessment, combined
with the Group’s strategic planning process, which gives greater certainty over
the forecasting assumptions used. Based on this assessment, the directors
have a reasonable expectation that the Group will be able to continue in
operation and meet all its liabilities as they fall due up to October 2028.
Assessment period
The directors have chosen the subsequent three financial years as the period
to assess viability to reflect the characteristics of the Group’s end markets and
their contracting arrangements. These range from multi-year contracts with
key customers to shorter-term orders, such as those awarded to Roke.
Principal risks
In considering our viability statement we have considered the principal risks
and uncertainties discussed in the strategic report and assessed the impact.
Those risks with the most significant potential financial impact included
occupational and process safety risks, operational risks and risks associated
with environmental laws and regulations.
Sensitivity analysis
Sensitivity analyses were run to model the financial and operational impact
ofplausible downside scenarios of these risk events occurring individually
orincombination. These included the impacts of a deterioration in the
macro-economic environment, including future government policy and
spending, underperformance in executing the Group’s strategy, failure
toachieve operational improvement, and material movements in foreign
exchange rates.
Consideration was also given to the plausibility of the occurrence of other
individual events that in their own right could have a material impact on the
Group’s viability.
Confirmation of viability
Based on the consolidated financial impact of the sensitivity analyses and
associated mitigating internal controls and risk management actions that are
either now in place or could be implemented, 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 three-year assessment period.
Chemring Group PLC Annual report and accounts 202546
Strategic report Governance Financial statements
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
This section of the strategic report constitutes the Groups non-financial and sustainability
information statement and addresses the requirements of sections 414CA and 414CB of the
Companies Act 2006. The non-financial information is included within the various other sections
of the strategic report and is cross-referenced below.
Our Code of Conduct provides direction to our employees on the standards of behaviour and business conduct which we expect from them. It sits alongside
our Operational Framework, which incorporates a wide range of policies and procedures to enable our businesses to comply with their legal obligations and
tooperate in a safe, consistent and accountable way.
> Our Code of Conduct and our key public policies are available at www.chemring.com.
Reporting requirement Relevant policies which govern our approach Where to read more Page
Environmental matters
- Group health, safety and environmental policy - Introduction to sustainability
- Environment
- TCFD report
18
21
24
Employees
- People policy
- Group health, safety and environmental policy
- Directors’ remuneration policy
- Whistleblowing policy
- Code of Conduct
- Personal data protection policy
- Our people
- Health and safety
- Ethics and business conduct
- Corporate governance report
- Directors’ remuneration report
33
20
34
52
71
Social and
communitymatters
- Community investment policy
- Code of Conduct
- Our people
- Ethics and business conduct
33
34
Respect for human rights
- Modern Slavery Act Statement
- People policy
- Supplier Code of Conduct
- Code of Conduct
- Our people
- Ethics and business conduct
33
34
Anti-bribery
andcorruption
- Anti-corruption policy
- Bribery Act Compliance Manual
- Policy on sales to customers located in
higher-risk territories
- Fraud prevention policy
- Offset policy
- Code of Conduct
- Ethics and business conduct 34
Business model
- Investment case
- Market overview and strategy
4
10
Stakeholders
- Corporate governance report 52
Risk management
- Risk management
- Principal risks and uncertainties
38
40
Non-financial key
performance indicators
- Key performance indicators
- Health and safety
- Environment
- Our people
12
20
21
33
Statement on compliance with section 172 of the Companies Act 2006
Section 172(1) of the Companies Act 2006 requires the directors to act in the way they consider, in good faith, would most likely promote the success of
the Company for the benefit of its members as a whole, having regard to the likely consequences of any decision in the long term and the impact on various
stakeholders. In discharging our section 172 duties, the directors have regard to these factors and any other factors which we consider relevant to the
decision being made. We acknowledge that every decision we make will not always result in a positive outcome for all our stakeholders. However, by
considering the Company’s purpose, vision and values, together with our strategic objectives and having a process in place for decision making, we aim
toensure that our decisions are considered and proportionate.
Further details on how the Board operates and reflects stakeholder views in its decision making, and how the Board has had regard to section 172 matters
during the year, are set out in the corporate governance report on pages 55 to 59.
Chemring Group PLC Annual report and accounts 2025 47
Strategic report Governance Financial statements
On behalf of the Board, I am pleased to present the governance report for
the year ended 31 October 2025. The report focuses on the Group’s
governance structures, the work of the Board and its committees, and our
compliance with the UK Corporate Governance Code 2018 (the “Code”)
andother regulatory requirements. The report comprises the following:
Board of directors
Corporate governance report
Audit Committee report
Nomination Committee report
Directors’ remuneration report
Directors’ report
Board composition
In last year’s report, we announced that Andrew Davies would retire from the
Board on 31 January 2025, having nearly completed his third three-year term
as an independent non-executive director. Following Andrew’s retirement,
Fiona MacAulay was appointed as the Senior Independent Director, which
hasenabled us to comply fully with the Listing Rules relating to Board diversity.
Fiona has confirmed that she does not intend to seek re-election athe Annual
General Meeting in February 2026, in advance of her second three-year term
as a non-executive director expiring in June 2026. We have instigated a search
for her replacement and will seek to maintain the current level of diversity on
the Board going forward.
We also announced our intent, in last year’s report, to initiate a search for
anew non-executive director to replace Andrew Davies and I am delighted
toreport that Pete Raby joined the Board on 1 September 2025.
Purpose, values and culture
The Board recognises its role in establishing the purpose and values
oftheGroup, and embedding these throughout the organisation.
Our purpose at Chemring is to help make the world a safer place, which
reflects the critical role we play in the support of our customers as we adapt
to an increasingly volatile and unstable world. Across physical and digital
environments, our exceptional teams deliver innovative technologies and
products to detect, defeat and counter ever-changing threats. Our purpose
and our core values of Safety, Excellence and Innovation form the foundation
for our strategy, our business and our organisation.
Our Code of Conduct reflects our purpose and our values, and sets out the
standards of behaviour and business conduct we expect of all employees and
allthird parties acting on our behalf. It reinforces the culture, set by the Board,
of always doing the right thing and taking personal responsibility for our actions.
We firmly believe that promoting a Chemring culture that embraces responsible
behaviour will contribute to the long-term success of the business and will
benefit all our stakeholders. The Code of Conduct was updated and reissued
inApril 2025, and is supplemented with ongoing scenario-based training.
Governance and operational framework
Our Operational Framework provides an enhanced governance framework to
enable us to operate in a safe, consistent and accountable way. Together with
our Code of Conduct, the Operational Framework promotes a set of policies,
practices and behaviours which are fully aligned with Chemring’s purpose, values,
vision and strategy. The Operational Framework was updated and reissued in
November 2024.
Our ESG Committee, chaired by the Group Chief Executive, maintains oversight
of our ethical business conduct and compliance arrangements, and its activities
reinforce the importance of responsible behaviour at all levels of the organisation.
The ESG Committee reports to the Board on a regular basis and further
details of its activities during the year can be found on page 34.
Strategy
The delivery and further evolution of the Group’s strategy, which is articulated
in my statement on page 2 and in the strategy section on pages 10 to 11,
continues to be one of the principal areas of focus for the Board. In addition
to our annual review of the updated Group strategy and five-year plan in July,
the Board continued to address specific strategic topics in a number of our
meetings during the year. We also review progress against key strategic actions
at every meeting. This regular drumbeat of strategic discussions greatly enhances
the Board’s understanding of the potential opportunities available to our businesses
and ensures that the requisite resources are allocated to the realisation and
optimisation of these opportunities. We also invited a number of external
speakers to our meetings during the year, to provide an outside perspective
on the prevailing geopolitical situation and its implications for our markets
andoperations.
Environmental, social and governance (“ESG)
The Board recognises that long-term value creation can only be delivered
through safe, sustainable and responsible business operations. As referred to
above, the Board has established an ESG Committee to oversee the delivery
of our ESG strategy and implementation of our ESG policies.
In last year’s report, we announced the deferral of our target to achieve net zero
market-based scope 1 and 2 emissions to 2035, in view of the establishment
of new facilities and significant increase in production capacity in our Energetics
businesses in order to meet continued strong market demand. During 2025,
we continued to reduce our scope 1 and 2 emissions in line with this commitment.
ESG-related objectives are included in the incentive arrangements for our
leadership teams and performance against agreed ESG targets is monitored
bythe Board at every meeting. Further details on our ESG-related activities
and the further progress made in the year can be found in the sustainability
section on pages 18 to 35.
Tony Wood
Chairman
Our Operational Framework and our
Codeof Conduct promote aset of policies,
practices and behaviours which are fully
aligned with Chemring’s purpose, values,
vision and strategy.
CHAIRMAN’S INTRODUCTION TO GOVERNANCE
Upholding the highest standards
ofcorporate governance
Chemring Group PLC Annual report and accounts 202548
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Stakeholder engagement
Following my appointment as Chairman in December 2024, I took
theopportunity to meet with a number of our major shareholders.
Thisengagement provided beneficial insight into our shareholders’
viewsonthe Group and our future strategy.
In recognition of the requirement under the Code for the Board to establish
amechanism for engaging directly with our employees, Laurie Bowen is designated
as the non-executive director with responsibility for employee engagement on
behalf of the Board. Laurie held a number of meetings with employees at all
levels of the organisation at four of our businesses during the year, at which
she shared with employees a perspective on the Board’s priorities and provided
an opportunity for them to ask questions of her. Further details are provided
later in the report. Feedback from these meetings continues to be positive,
with employees welcoming the opportunity to meet with a non-executive
member of the Board and to be able to provide honest feedback to a senior
member of the organisation outside of their direct line management. Insights
from these interactions, which are reported to the Board following the
engagement sessions, provide valuable input to the Board’s deliberations.
We fully recognise our obligation to engage with and consider the impact of
the Board’s decisions on all our stakeholders. Further details on our approach
can be found later in this report.
Board effectiveness
During the year, the Board visited our sites in Tennessee and Scotland, in
addition to its annual visit to Roke in Romsey. At each meeting, the Board
received a presentation from the business and met with employees.
The Board continues to maintain a strong relationship with our US Board,
ofwhich our Group Chief Executive and Chief Financial Officer are members.
The Board met with the US Board during its visit to the US in April 2025
andreceived detailed briefings on the US defence market and the US
businessoperations.
Board site visits and related engagement activities are beneficial to aiding the
Board’s understanding of both the challenges and opportunities within our
businesses, and we will continue with our scheduled programme of site visits
in 2026.
Remuneration
Further details of the Remuneration Committee’s activities during the year
areset out in the directors’ remuneration report on pages 71 to 91.
Board evaluation
In accordance with the recommendations of the Code, the Board performance
evaluation was internally facilitated this year and further details are set out on
page 63.
Updated UK Corporate Governance Code
An updated UK Corporate Governance Code was published by the Financial
Reporting Council in January 2024. The Group was required to comply with
the updated Code with effect from 1 November 2025 (with the exception
ofProvision 29 – the declaration on the effectiveness of the risk management
and internal control framework – which will apply to the Group with effect
from 1 November 2026). We are aiming for full compliance with the updated
Code this year.
Tony Wood
Chairman
8 December 2025
Compliance with the UK CorporateGovernanceCode
In the year under review, the Company was required to apply the
principlesand provisions of good governance set out in the UK Corporate
Governance Code issued in 2018 by the Financial Reporting Council. The
Company was in compliance with the provisions of the Code throughout
the year ended 31 October 2025.
Further details on how the Company applied the principles of the Code
during the year can be found as follows:
Board leadership and company purpose
Long-term value and sustainability 18
Culture 53
Shareholder engagement 57, 59
Employee engagement 55,56
Other stakeholder engagement 55
Conflicts of interest 60
Division of responsibilities
Role of the Chairman 61
Division of responsibilities 60
Non-executive directors 61
Composition, succession and evaluation
Appointments and succession planning 63, 70
Skills, experience and knowledge 60
Length of service 50
Evaluation 63
Diversity 70
Audit, risk and internal control
Audit Committee 65
Integrity of financial statements 66
Fair, balanced and understandable 67
Internal controls and risk management 64
External auditor 67
Principal and emerging risks 40
Remuneration
Policies and practices 86
Alignment with purpose, values and long-term strategy 86
Independent judgement and discretion 88
Chemring Group PLC Annual report and accounts 2025 49
Strategic report Governance Financial statements
BOARD OF DIRECTORS
Diverse and experienced leadership
Committee membership
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
Denotes Chair
Length of service
0-2 years: 2 (22%)
2-5 years: 2 (22%)
5+ years: 5 (56%)
Tony Wood
Chairman
N
R
Michael Ord
Group Chief Executive
James Mortensen
Chief Financial Officer
Sarah Ellard
Group Legal Director &Company Secretary
Board length ofservice
(asat8December 2025):
1 year, 2 months
Board length ofservice
(asat8December 2025):
7 years, 6 months
Board length ofservice
(asat8December 2025):
2 years, 1 month
Board length ofservice
(asat8December 2025):
14 years, 3 months
Experience:
- Board experience at Chief Executive
level and in non-executive positions
- Extensive international experience
inaerospace, defence and
engineering sectors
- Fellow of the Royal Aeronautical
Society and a Fellow of the Association
for Project Management
Tony joined the Group as an
independent non-executive director
and Chairman-designate on 1 October
2024 and was appointed Chairman of
the Board on 1 December 2024.
Tony formerly held senior leadership
and executive positions at Meggitt plc
and Rolls Royce, having started his
career at Dowty Group (now part of
Safran SA). He was also a non-executive
director and President of ADS Group,
Ltd, the UK trade association for the
Aerospace, Defence, Security and
Space sector, before stepping down
in2023.
Tony is a member of the Board of
directors of Airbus SE* and a member
of the Board of directors of National
Grid plc*.
Experience:
- Extensive senior management
experience in the defence sector
- International experience inboth
serviceand manufacturing industries
Michael Ord was appointed to the Board
on 1 June 2018 and appointed as Group
Chief Executive on 1 July 2018.
Michael is currently a non-executive
director of TT Electronics plc*.
Michael formerly held a number of senior
management roles with BAE Systems
including Managing Director of their
Naval Ships and F-35 Joint Strike Fighter
businesses. Prior to his 1996 move to
industry, he had a successful career in the
Royal Navy serving for twelve years in a
number of engineering management roles.
An Aeronautical Systems Engineering
graduate and a Chartered Engineer,
Michael has also completed post-graduate
management studies at Manchester Business
School and is a graduate of Harvard
Business School’s Advanced Management
Programme. He is a member of the Royal
Aeronautical Society. Hepreviously
served as a trustee of TheEducation
andTraining Foundation.
Experience:
- Extensive senior management
experience in international technology
and manufacturing businesses
- Strategy and M&A experience
- Chartered Accountant
James Mortensen was appointed to the
Board on 1 November 2023 and was
appointed as Chief Financial Officer
on1January 2024.
Prior to joining the Group, James spent
eight years at Smiths Group, where he held
a number of senior roles including Group
Head of Corporate Development and
Chief Financial Officer of Smiths Medical.
Prior to joining Smiths, James spent eight
years at Smith & Nephew plc, where he
held various senior finance roles. James
started his career in KPMG’s audit practice.
Experience:
- Legal, compliance and
governanceexpertise
- Chartered Secretary
Sarah Ellard was appointed as Group Legal
Director on 7 October 2011, having been
Group Company Secretary since 1998.
Prior to joining the Group, Sarah trained and
worked at Ernst & Young. She is a Fellow of
the Chartered Governance Institute.
Chairman Executive directors
* Designates a current public company appointment.
Chemring Group PLC Annual report and accounts 202550
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Alpna Amar
Non-Executive Director
A
N
R
Laurie Bowen
Non-Executive Director
A
N
R
Stephen King
Non-Executive Director
A
N
R
Fiona MacAulay
Senior Independent
Non-Executive Director
A
N
R
Pete Raby
Non-Executive Director
A
N
R
Board length ofservice
(as at 8December 2025):
2 years, 6 months
Board length ofservice
(as at 8December 2025):
6 years, 5 months
Board length ofservice
(as at 8December 2025):
7 years, 1 month
Board length ofservice
(as at 8December 2025):
5 years, 6 months
Board length ofservice
(as at 8December 2025):
0 years, 3 months
Experience:
- International experience
withinthe automotive and
construction sectors
- Chartered Accountant
Alpna Amar was appointed as
an independent non-executive
director on 13 June 2023.
Alpna is currently Chief Financial
Officer of Senior plc* and
wasformerly Corporate
Development Director of
KierGroup plc. Alpna has a
wealth of corporate, operational
and commercial finance,
strategy, M&A and investor
relations experience in both
corporate and consulting
positions, and previously held
senior investor relations and
corporate development roles
atglobal automotive suppliers
TI Fluid Systems plc and
International Automotive
Components Group SA.
Experience:
- Board experience at
ChiefExecutive level
- International experience
inthetechnology sector
Laurie Bowen was appointed as
an independent non-executive
director on 1August 2019 and
was appointed as Chair of the
Remuneration Committee on
4March 2020.
Laurie serves as a non-executive
director of SBA Communications
Corporation*. She has over
30years of leadership experience
at large multinational
telecommunications and
technology companies
includingCable & Wireless
Communications plc, Tata
Communications, BT Group plc
and IBM. Most recently she was
Chief Executive of Telecom Italia
Sparkle in the Americas, a
subsidiary of the international
wholesale arm of Telecom Italia.
Laurie was previously a
non-executive director of
Ricardo plc and Transcom
Worldwide AB.
Experience:
- Executive and non-executive
boardexperience in public
andprivatecompanies
- Chartered Accountant
Stephen King was appointed as
an independent non-executive
director on 1December 2018
and as Chairman of the Audit
Committee on 1 August 2019.
Stephen has a wealth of senior
level experience within the
industrial, engineering and
manufacturing sectors, including
anumber of executive and
non-executive roles. He is
currently a non-executive
director of Keller Group plc*.
Stephen retired as Group
Finance Director of Caledonia
Investments plc in 2018. He was
previously a non-executive
director and Chairman of the
Audit and Risk Committee at
Signature Aviation plc and
TheWeir Group plc, and a
non-executive director and
Senior Independent Director
atTT Electronics plc.
Stephen was Finance Director
at De La Rue plc from 2003
to2009, and prior to that at
Midlands Electricity plc.
AChartered Accountant,
Stephen has also held senior
financial positions at Lucas
Industries plc and Seeboard plc,
and was a non-executive
director of Camelot plc.
Experience:
- Board experience at
ChiefExecutive level and
innon-executive positions
- International and operational
experience inhigh-hazard
industries
Fiona MacAulay was appointed
as an independent non-executive
director on 3June 2020 and
was appointed as Senior
Independent Director on
1February 2025.
Fiona is a non-executive director
of Ferrexpo plc*, Costain Group
PLC*, Dowlais Group plc* and
Rosebank Industries plc*. She
was previously Chair of IOG plc
and a non-executive director
ofCoro Energy Plc and
EPIGroup Ltd.
Fiona previously held a number
of senior operational roles within
the oil and gas sector, including
a two-year appointment as Chief
Executive of Echo Energy plc
in2017.
Experience:
- Board experience at Chief
Executive level and in
non-executive positions
- International and operational
experience in the defence
sector and other
manufacturing operations
Pete Raby was appointed as
anindependent non-executive
director on 1 September 2025.
Pete is currently a non-executive
director of Hill & Smith plc* and
was Chief Executive of Morgan
Advanced Materials plc until his
retirement in July 2025. Pete
was previously President of the
Communications and Connectivity
sector of Cobham plc and was a
partner at McKinsey & Company.
Non-Executive directors
* Designates a current public company appointment.
Chemring Group PLC Annual report and accounts 2025 51
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CORPORATE GOVERNANCE REPORT
Board leadership andcompany purpose
GOVERNANCE FRAMEWORK
The Board is responsible for ensuring leadership of the Group through effective oversight and review, with the aim of delivering the long-term sustainable
success of the business. The Board discharges some of its responsibilities directly in accordance with the formal schedule of matters reserved to it for approval,
and discharges others through Board committees and the executive management.
The key responsibilities of the Board, its committees and the executive management are set out below.
The terms of reference of the Board committees are published on the Company’s website:
> www.chemring.com/ investors/corporate-governance
The Board
Responsible for promoting the long-term sustainable success of the Group; directing its purpose, values and strategy; oversight of financial and organisational
control; ensuring that the Group’s businesses have appropriate and effective internal control and risk management systems; and ensuring effective engagement
with stakeholders.
The Group Chief Executive
Responsible for the leadership and day-to-day management of the business, and development and implementation of the Group’s strategy.
Executive Committee
Assists the Group Chief Executive with oversight of the delivery of the Group’s strategy; monitoring of the operational and financial performance of the
businesses; allocation of resources across the Group; management of risk; and implementation of the Group’s Operational Framework and governance policies.
The Group Chief Executive chairs the Executive Committee, which has weekly update calls and meets formally at least four times a year. The members of
theCommittee are the executive directors, the President and the Chief Financial Officer of the Group’s US operations, the Group HSE Director, the Group
Strategy and Corporate Development Director and the Group Director of Corporate Affairs. Full details of the Executive Committee members can be
found on the Group’s website:
> www.chemring.com
Risk Management Committee
Oversees the implementation of the risk management policy and
framework; identifies the principal risks to which the Group is exposed;
monitors risk mitigation plans; and maintains the Group risk register.
ESG Committee
Oversees the implementation of the Group’s ESG strategy; monitors progress
against agreed ESG targets; and identifies further ESG-related objectives.
Audit Committee
Monitors the integrity of the financial
statements, and the effectiveness of the
external andinternal audit processes.
Nomination Committee
Evaluates the size, structure and composition of
the Board, and oversees Board appointments.
Remuneration Committee
Sets and reviews the directors’ remuneration
policy, and oversees remuneration
arrangements for the senior leadership.
> See page 65 – Audit Committee report > See page 69 – Nomination Committee report > See page 71 – Directors’ remuneration report
> See page 38 – Riskmanagement
> See page 18 – Introduction tosustainability andpage 34 Ethics
andbusiness conduct
Chemring Group PLC Annual report and accounts 202552
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HOW THE BOARD ESTABLISHES AND MONITORS CULTURE
Establishment of culture Monitoring of culture
Safety
- HSE Policy, Management System Framework and strategy
- Focus on “Journey to Zero Harm” and drive towards a
proactive safety culture
- Fundamental Safety Principles
- Stop, Warn, Inform, Manage” (SWIM) process
- Technical Safety Committee
- Regular reporting to the Board on safety performance against
keyperformance indicators, including near miss reporting rates
- The Board receives regular updates from the Group HSE Director
on progress against the HSE strategy, significant incidents and near
misses, and key findings of our HSE assurance processes
- The Board is briefed by independent external consultants on their
periodic review of the Group’s progress on developing a proactive
safety culture
Employees
- Code of Conduct
- Monthly video-blog by the Group Chief Executive and
Group-wide communication programme
- Employee development programmes
- ESG Committee and inclusion of ESG objectives in short
and long-term incentive arrangements
- Laurie Bowen, the designated non-executive director for employee
engagement, provides regular reports to the Board on her discussions
with employees at all levels of the organisation
- The Board receives regular updates on employee sentiment from
our various engagement tools, and undertakes periodic culture
“check-ins” facilitated by an external consultant
- Reporting to the Board on progress against established ESG targets
- Board site visits
Governance
andbusiness
conduct
- Code of Conduct
- Operational Framework and operational assurance process
- ESG Committee and inclusion of governance-related
objectives in short-term incentive arrangements
- Chemring Compliance Portal
- Mandatory training programmes
- Whistleblowing policy and procedures
- The ESG Committee monitors ethical business conduct and
implementation of the Group’s compliance framework, and makes
recommendations to the Board on areas for future improvements
- The Group Legal Director regularly reports to the Board on
governance and compliance matters
- Review of compliance with key policies under the Operational
Framework is included within the internal audit programme
- The Group has a formal whistleblowing policy and procedures, and
the Board is provided with an overview of whistleblowing reports
received, related investigation findings and any remedial actions taken
Internal control
andrisk
management
- Operational Framework and operational assurance process
- Group Finance Manual and internal control framework
- Audit Committee
- Risk Management Committee
- Risk Management Policy and Framework
- Internal audit programme
- The Audit Committee reviews internal audit reports produced
bytheInternal Audit Manager and subject matter expert external
consultants, and the Board considers any significant issues arising
therefrom and any improvements required to internal control systems
- The Board reviews the Group’s risk register on a regular basis and
has high-level oversight of mitigation plans implemented for key risks
- Operational assurance statements are required to be submitted
bythe businesses on an annual basis
PURPOSE
Chemring’s purpose is to help make the world a
safer place. Across physical and digital environments,
our exceptional teams deliver innovative protective
technologies to detect, defeat and counter
ever‑changing threats.
CULTURE AND VALUES
The Board is responsible for ensuring that the Company’s culture is aligned
with its purpose, values and strategy. We are committed to creating an inclusive
culture across Chemring, where everyone does the right thing and takes personal
responsibility for their actions. This culture is promoted through leadership
and a strong “tone from the top” and is embedded in our Code of Conduct
and our Operational Framework, both of which bind our purpose, values,
behaviour, policies and procedures, and provide the necessary governance
toenable us to operate in a safe, consistent and accountable way.
The Chairman is responsible for ensuring that the Board demonstrates
commitment to our values and culture by operating appropriately and
takingthe right actions on behalf of shareholders and other stakeholders.
TheGroup Chief Executive, supported by the Executive Committee and
thebusiness unit leadership teams, is responsible for ensuring that our
valuesand culture are fully embedded within all aspects of our operations.
Chemring Group PLC Annual report and accounts 2025 53
Strategic report Governance Financial statements
BOARD ACTIVITIES IN 2025
Leadership Strategy
- Reviewed the Company’s purpose, vision and values
- Visited businesses in Scotland and Romsey in the UK and Tennessee in the US
- Approved the appointment of a new non-executive director
- Reviewed senior leadership team appointments
- Completed the annual Board performance evaluation
- Approved the updated five-year plan and strategy for the Group
- Engaged in reviews of organic and inorganic growth opportunities
acrossthe Group
- Reviewed key government customers’ plans for defence expenditure
andthe implications for the Group’s businesses
- Reviewed potential acquisition targets for Roke and Chemring Energetic
Devices, and approved the acquisition of Landguard Systems
- Reviewed priorities for capital and operational investment and monitored
progress of key investment programmes
- Approved the sale of Alloy Surfaces Company, Inc.
- Received an update on the Group’s valuation from external advisers
- Approved the Group’s strategic objectives for 2026
Financial Health, safety, environment and sustainability
- Monitored performance of the businesses against the 2025 budget
- Approved the 2026 budget
- Approved the half year and full year results, and the annual report
andaccounts
- Approved the interim dividend and made a recommendation
toshareholders regarding the final dividend
- Approved the refinancing of the Group’s revolving credit facility
- Reviewed the Group’s capital allocation policy and approved a new
two-year share buyback programme
- Regularly monitored health, safety and environmental key performance indicators
- Received briefings on significant incidents and high-potential near misses
- Agreed and reviewed progress against key health, safety and
environmentalobjectives
- Reviewed the Group’s plan for developing a proactive safety culture
- Received regular updates from the ESG Committee
- Approved the sustainability report
People and culture Governance, risk and regulatory
- Received regular reports from the Remuneration Committee
- Considered feedback from Laurie Bowen, the non-executive director
designated to engage with employees on the Board’s behalf, on issues
raised with Mrs Bowen by employees
- Reviewed the Group’s talent framework, development programmes
andsuccession plans
- Considered the implications of the revised approach to DE&I in the
USforthe Group’s US businesses
- Reviewed the Group’s risk register and risk appetite for key risks and
completed the annual assessment of the Group’s internal control and
riskmanagement systems
- Received regular updates from the Audit Committee and the ESG Committee
- Received updates on key legal issues and regulatory matters impacting
theGroup
- Reviewed the Group’s cyber-security arrangements
- Received regular updates on significant whistleblowing reports
- Reviewed the Company’s compliance with the Code
- Reviewed the Schedule of Matters Reserved for the Board and associated
delegated levels of authority
- Approved the Group’s Modern Slavery Act Statement for 2025
Shareholders
- Reviewed feedback from the results presentations and institutional investor meetings
- Approved the appointment of a second broker
- Received updates from brokers and other advisers and the Group Director of Corporate Affairs on current shareholder views on the Group
- Participated in a wide range of engagement meetings with current and potential new shareholders
CORPORATE GOVERNANCE REPORT continued
Board leadership andcompany purpose continued
Chemring Group PLC Annual report and accounts 202554
Strategic report Governance Financial statements
HOW THE BOARD CONSIDERS
STAKEHOLDERS IN ITS DECISION MAKING
Section 172 (1) of the Companies Act 2006 requires the directors to act
in the way they consider, in good faith, would most likely promote the
success of the Company for the benefit of its members as a whole. In
doing so, section 172 requires the directors to have regard, amongst other
matters, to the:
- likely consequences of any decision in the long term;
- interests of the Company’s employees;
- need to foster the Company’s business relationships with suppliers,
customers and others;
- impact of the Company’s operations on the community and environment;
- desirability of the Company maintaining a reputation for high standards
of business conduct; and
- need to act fairly as between members of the Company.
> The statement of compliance with section 172 is set out on page 47.
Input from stakeholders is a key driver to development of our strategy. During
the year, the Board received briefings from external speakers and customer
representatives on the changing market dynamics in our key defence and national
security markets, with particular focus on the increase in defence expenditure
in Europe and the UK’s initiatives to strengthen its sovereign capabilities in defence
,
and the implications for the Group’s future strategy. The Board receives updates
from the Group Chief Executive on his regular interactions with the UK MOD
and from the President of the US operations on his interactions with key US
customers. In addition, the Board receives regular feedback from the businesses
on the emerging technology requirements of their principal customers and
future budget allocations. These inputs are all reflected in the development
ofstrategy, and decisions regarding investment in operational capabilities
andresearch and development.
In formulating the Group’s strategy, the Board continues to recognise the
need for investment in people, processes and products to ensure that the
businesses can operate safely for the benefit of all stakeholders, and allocates
resources accordingly.
The Board also considers feedback from shareholders when reviewing strategy,
particularly with regards to capital allocation and future growth plans.
The Board continued to monitor potential requirements for additional capacity
expansion projects in the Energetics businesses during the year, witha particular
focus on the establishment of a new facility on a greenfield site in Norway in
partnership with the Norwegian Government and the establishment of an
energetic materials mixing facility in Germany in conjunction with a German
partner. In reviewing additional investment opportunities such as these, the
Board considers the significantly increased capacity needs of customers, the
need to support sovereign capability requirements and the requirement for
safe working conditions for employees, whilst providing an appropriate return
on investment for the Group’s shareholders. The Board isalso cognisant of
the need to minimise the environmental impact of new production facilities
and ensuring that changes in current and emerging environmental regulations
can be addressed.
In approving the acquisition of Landguard Systems during the year, the Board
considered how the products and technologies offered by the business could
expand Roke’s offerings to its customers and meet future demand requirements.
The Board also considered the potential impact of the acquisition and integration
strategy on the employees of both Roke andLandguard Systems.
During the year, the Board also continued to monitor progress against the
ESG strategy adopted during 2021, with a particular focus on health, safety
and the environment, reducing climate change impacts and employee wellbeing.
This continues to drive investment in a number of areas, from capital investment
in upgraded new facilities to improve safety and reduce our environmental
impact, to the establishment of development and networking programmes
focused on promoting diversity across the Group. Inapproving these ongoing
investments, the Board has considered the impacts on a wide range of stakeholders
,
including employees, customers, regulators and our local communities.
Laurie Bowen is designated as the non-executive director for employee
engagement on behalf of the Board. Laurie held a number of meetings with
employees at all levels of the organisation within our UK and US businesses
during the year, at which she shared with employees a perspective on the
Board’s priorities and provided an opportunity for them to ask questions of
her. Whilst each meeting was different, due to the diversity of the businesses
and the range of employees who participated in the discussions, the following
topics were typically addressed at every meeting:
- the role of the Board and its responsibilities, and, where appropriate,
theinteraction between the UK and the US Boards;
- application of the Group’s values, particularly in relation to safety;
- leadership and vision;
- communication and employee engagement;
- relationships with customers and other stakeholders;
- collaboration within the Group; and
- resourcing, training and employee development.
Feedback from these meetings is provided to the Board and, where
appropriate, is considered in Board decision making. Laurie also provides
ahigh-level overview of the feedback received, on a non-attributable basis,
tothe leadership of the businesses involved.
During the Board visits to Kilgore in Tennessee, Chemring Energetics UK
inScotland and Roke in Romsey, the Board members met informally with
members of the management teams and other employees. These interactions
provided an informal opportunity for open discussions on the operation of
the Board and the Group’s strategic priorities, and enabled employees to talk
about the opportunities and challenges in their own businesses.
The Board is satisfied that its current mechanisms for engagement with employees,
including Laurie Bowen’s appointment as the designated non-executive director
for employee engagement, are effective, as evidenced by the openness and
quality of the discussions with employees. When combined with the feedback
on employee sentiment the Board receives through employee engagement
tools and periodic culture “check-ins”, the Board is confident that it receives
meaningful input to its decision-making processes. We will, however, continue
to review the effectiveness of our approach to engagement with employees
and all our stakeholders on an ongoing basis.
Chemring Group PLC Annual report and accounts 2025 55
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HOW THE BOARD CONSIDERS STAKEHOLDERS IN ITS DECISION MAKING continued
Further details of how the Board engages with stakeholders and how the Board monitors stakeholder interests are set out below.
Employees
Why we engage
Our people are at the heart of our
business. They are critical to the
delivery of our strategy and the future
growth of the business. We recognise
the importance of attracting,
developing and retaining the best
talent, and the need to provide a safe
and inclusive environment where
individuals can thrive.
How the Board engages
- Direct engagement with the Board’s
nominated non-executive director,
Laurie Bowen, through meetings
with employees from across the
business and at different levels of
theorganisation
- Board engagement with a wide
range of employees during collective
and individual site visits throughout
the year
- Monthly reporting to the Board
onhealth and safety matters
- Output from employment
engagement initiatives is shared
withthe Board and supplemented
by periodic culture “check-ins”
facilitated by an external consultant
- Review of senior leadership
succession plans and talent
development programmes by
theNomination Committee
- Presentations from employees
tothe Board and its committees
How the businesses engage
- Regular all-hands meetings and
teambriefings
- Works councils, trade unions,
representative bodies and employee
resource groups which support
andconnect people with shared
characteristics or interests
- Employee engagement tools enable
employees to provide immediate
and anonymous feedback on
developments within their businesses
- Publication of a monthly video blog
by the Group Chief Executive,
regularly featuring other members
of the senior leadership team
- Publication of regular company
notices and the in-house magazine,
Chemring-I, which features news
and events from across the Group
- Development programmes and
succession planning
How we monitor
- People-related data including
retention rates
- Safety performance metrics
- CEO pay ratio
- External ESG ratings
- Whistleblowing reports
Outcomes
- Development of people strategy
and related investment
- Safe, healthy and
motivatedworkforce
- Improved employee retention
- Attractive proposition for potential
new employees
Customers
Why we engage
Ensuring that we provide innovative
solutions that meet our customers’
needs, efficiently and on time, is
crucial to the delivery of our strategy
and the long-term success of the
business. Understanding our
customers’ needs can only be
achieved through regular interaction
and collaboration.
How the Board engages
- The Group Chief Executive and
President of our US operations
support our businesses through
regular interactions with senior
customer representatives, and
provide feedback to the Board
- The Group Chief Executive is a
member of the UK Defence
Industrial Joint Council
- External market updates and
customer views are obtained to
support the Board’s strategy review
- Our US Government Security
Committee works closely with the
US Government to ensure that we
operate in full compliance with our
Special Security Agreement and
updates the Board on a regular basis
- Site visits enable the Board to
develop a deeper understanding of
our products, technical capabilities
and customer requirements
How the businesses engage
- Regular meetings, teaming
arrangements and engagement
atalllevels of our customers’
organisations
- Partnering with customers on a
broad range of technology and
product development programmes
and capability investment initiatives
- Participating in industry forums
andworking groups, and hosting
customer visits to our sites
- Attending and exhibiting at
selectedtrade shows, which
enableshigh-level interaction and
the opportunity to brief customers
onkey product developments
andother initiatives
How we monitor
- Order intake
- R&D expenditure
- Capital investment
Outcomes
- Customer-focused inputs into
theGroup strategy
- Innovation and investment driven
by customer requirements
- Collaborative, strategic customer
relationships
- Customer support and funding
forinvestment in capabilities
- Improved customer satisfaction
CORPORATE GOVERNANCE REPORT continued
Board leadership andcompany purpose continued
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Suppliers
Why we engage
We rely on our suppliers to provide
us with quality raw materials,
products and services. Constructive
engagement ensures that our
suppliers are able to meet our high
expectations on safety, quality, value,
delivery performance and ethical
business conduct. We recognise that
prompt payment terms and strong
supplier relationships are important in
building a long-term, sustainable and
supportive supply chain.
How the Board engages
- Business continuity and supply
chaindependency reviews included
within the internal audit programme
- Reports on supplier and service
provider due diligence and
compliance reviewed by the
ESGCommittee
- Annual consideration and
approvalof the Modern Slavery
ActStatement
How the businesses engage
- Day-to-day interaction with
suppliers by supply chain management
teams within our businesses
- Risk-based due diligence undertaken
on suppliers and service providers
- Long-term agreements with our key
suppliers, which provide visibility on
future requirements and enable us
to agree performance targets to
drive continuous improvement
- All suppliers are issued with our
Supplier Code of Conduct, which
sets out the standards of ethical
business conduct that we expect
ofthem
- Audits and credit monitoring
undertaken for certain key suppliers
How we monitor
- Payments made within
paymentterms
- Statistics on issue of the Supplier
Code of Conduct and inclusion of
suppliers and service providers in
the Chemring Compliance Portal
- Regular credit checks of key suppliers
Outcomes
- Collaborative,
long-termrelationships
- Delivery of safe and reliable products
and services to customers
- Appropriate working
capitalmanagement
Shareholders
Why we engage
The continued support of our
shareholders is something that we
value greatly. We recognise the
importance of providing all our
shareholders with regular updates on
the Group’s operational and financial
performance, strategy and future
prospects, and ensuring that
shareholder views are taken into
consideration in relation to major
developments in the business.
How the Board engages
- The Board receives feedback
collated by our brokers and
otherfinancial advisers from our
institutional investors, in which
theirviews can be expressed
onanon-attributable basis
- Our Annual General Meeting
provides the opportunity for our
private shareholders to hear from
and engage directly with the Board
- The Chairman, the Senior
Independent Director and the Chair
of the Remuneration Committee
meet with shareholders to discuss
specific matters
How the businesses engage
- Engagement with shareholders
predominantly led by the Group
Chief Executive, the Chief Financial
Officer and the Group Director
ofCorporate Affairs
- Publication of our interim and full
year results statements, along with
regular trading updates throughout
the year
- Sustainability report published
onour website
- Face-to-face meetings or video calls
following the publication of any
significant news update or at the
request of the shareholder
- Engagement with proxy advisory
bodies prior to general meetings
- Structured roadshows for our
institutional investors following the
publication of the Group’s interim
and full year results
- Our website provides financial,
business and governance information
on the Group and an alerts service
enables subscribing shareholders
toreceive notification of
corporateupdates
How we monitor
- Earnings per share
- Dividends paid
- Total shareholder return
- ESG metrics
- External ESG ratings
- Voting results from Annual
GeneralMeetings
Outcomes
- Development of capital
allocationand dividend policy
- Development of ESG strategy
- Supportive, long-term
shareholderbase
- Access to funding
Chemring Group PLC Annual report and accounts 2025 57
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HOW THE BOARD CONSIDERS STAKEHOLDERS IN ITS DECISION MAKING continued
Communities and the environment
Why we engage
We recognise the important role that
each of our businesses play in their
local communities, and we actively
encourage our businesses to support
local initiatives and charitable causes.
Equally, our businesses take pride in
the contribution that they make to
their local communities, both as a
local employer and in the work they
do to support good causes. We also
recognise the impact of our business
on wider society and our responsibility
to contribute to asustainable future
for all.
How the Board engages
- Development of ESG strategy,
objectives and targets subject to
Board oversight
- The ESG Committee, chaired
bytheGroup Chief Executive,
reports regularly to the Board
onESG-related matters
- ESG-related targets included in the
senior leadership annual bonus plan
and long-term incentive plan
How the businesses engage
- Our community investment policy
sets out our commitment to
support selected charitable causes
with a focus on the military and
armed services, STEM-related
initiatives and those linked to the
local communities in which our
businesses operate
- Each business has its own locally held
charity budget and at a Group level
charitable donations are considered
by the Executive Committee
- In addition to making cash donations,
we also encourage and support
employees who undertake voluntary
work in the local community
- Our people across the Group are
involved with a number of educational
initiatives and as a business we have
relationships with several universities,
whereby funding is provided for
students’ research activities
- Social clubs and hosting events
foremployees, their families
andlocal organisations
- Implementation of environmental
and carbon reduction initiatives
How we monitor
- Charitable donations
- Environmental performance indicators
- External ESG ratings
Outcomes
- Development of ESG strategy
- Informed communities
- Contribution to local businesses
and employment
- Contribution to wider society
- Sustainable business operations
Governing bodies and regulators
Why we engage
Our businesses operate in highly
regulated environments, and we
needto ensure that we maintain our
licences to operate and continue to
run our businesses in full compliance
with all laws and regulations. We
alsoneed to keep ahead of planned
regulatory developments which may
impact our operations in future.
How the Board engages
- Board oversight of our Code
ofConduct, our Operational
Framework and the associated
assurance processes ensures
ourbusinesses are meeting
governmental and
regulatoryrequirements
- Interaction with the US Board’s
Government Security Committee
provides assurance to the Board
that the business is operating in
accordance with our Special
SecurityAgreement
How the businesses engage
- Maintenance of a regular dialogue
with contacts within governments
and at our regulators
- Participation in industry
workinggroups and trade
representative bodies
- Consultation with local governing
bodies on planned business
developments and investments
How we monitor
- Regulatory changes
- Compliance statistics
- Safety-related capital investment
Outcomes
- Ethical and compliant
businessconduct
- Trusted supplier to
governmentcustomers
- Government support for proposed
acquisitions and investments
- Sustainable business operations
CORPORATE GOVERNANCE REPORT continued
Board leadership andcompany purpose continued
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Shareholder engagement and the Annual GeneralMeeting
The Company operates a structured investor relations programme, focused
largely around the half and full year results announcements in June and December
respectively. Meetings with shareholders are predominantly led bythe Group
Chief Executive, the Chief Financial Officer and the Group Director of Corporate
Affairs and typically focus on financial performance, the Group’s strategy,
capital allocation and ESG-related matters. In 2025, over 178 meetings were
held with current and potential institutional shareholders inthe UK, US and
Canada. The Chairman met with 6 institutional shareholders during the year.
Our 2026 Annual General Meeting will be held on 20 February 2026 and
willbe held as a physical meeting in London. The Annual General Meeting
provides an opportunity for all shareholders to engage directly with the
Board. All directors are required to attend the meeting and make themselves
available to respond to questions from shareholders or address any concerns
raised by shareholders. In line with best practice, all substantial issues, including
the adoption of the annual report and financial statements, are proposed as
separate resolutions at the Annual General Meeting. In line with best practice
guidelines, voting is conducted by way of a poll, which allows all votes to
becounted and not just those of shareholders who attend the meeting.
Fulldetails of our Annual General Meeting are contained in the Notice
ofMeeting which will be sent to shareholders in January 2026.
Board site visits
Site visits enable the Board to obtain a deeper understanding of the business
operations, establish relationships with the wider management team and
engage directly with employees. The Board receives a presentation from
management and views the facilities where safe to do so.
As referred to above, during the year the Board as a collective visited Kilgore
in Tennessee in the US and two of our UK businesses – Chemring Energetics
UK in Scotland and Roke in Romsey. During each visit, the Board received a
presentation from the management on the business’ performance, strategy,
and key opportunities and challenges. The Board also participated in site tours
and reviewed the new facilities which had been established in the last few
years. The Board next plans to visit the US as a collective in September 2026.
In addition, the Group Chief Executive, the Chief Financial Officer and
theGroup Legal Director & Company Secretary made visits to most of the
Group’s businesses. The Chairman also visited the majority of the businesses
as part of his induction programme.
Chemring Group PLC Annual report and accounts 2025 59
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Leadership of the US businesses and the US Board
Our US Board is established under our Special Security Agreement (SSA)
with the US Government and includes three independent US directors approved
by the US Government. The SSA imposes certain restrictions on the degree
of control and influence we can exert over our US businesses, andit is imperative
that we maintain a strong relationship with the US Board, in order to ensure
that we are fulfilling our own governance obligations. TheGroup Chief Executive
and the Chief Financial Officer are both members of the US Board.
The President of our US operations participated in two of our Board
meetings during the year and other members of the US Board joined our
meeting inthe US in April 2025. Our broader interaction with the US Board
has increased in recent years, and the increased collaboration continues to
prove beneficial from both an operational and governance perspective.
OurUS Board collates and provides valuable feedback from a range of
bothinternal and external internal stakeholders in the US, and this is a
keyinput into the annual strategyreview.
Composition of the Board and independence
The Board currently comprises three executive directors and six non-executive
directors (including the Chairman). The biographical details ofindividual
directors, including details of their other significant business commitments,
areset out on pages 50 and 51.
The Board considers that all the non-executive directors are independent
injudgement and character, and considered Tony Wood to be independent
on his appointment as Chairman.
The Board considers that the balance of executive and non-executive influence
on the Board is appropriate for the Company, taking into account its size and
status, and serves to ensure that no single director or small group of directors
dominate the Board’s deliberations and decision making.
The roles of Chairman and Chief Executive are separate and clearly defined
inaccordance with the requirements of the Code, with the division of
responsibilities set out in writing and agreed by the Board.
Time commitment of directors
The Board recognises the importance of ensuring that individual directors
have sufficient time available to discharge their duties effectively. Existing
commitments of prospective directors are carefully considered prior to
appointment and incumbent directors are required to notify the Chairman
or,in the case of the Chairman, the Senior Independent Director, if there
areany significant changes to their external commitments.
Approval of directors’ external appointments
In accordance with the Code, all proposed new external appointments
ofdirectors require the approval of the Board. Alpna Amar’s appointment
asChief Financial Officer of Senior plc was approved by the Board during
theyear. Subsequent to the year end, the Board approved the appointment
ofFiona MacAulay as a non-executive director of Rosebank Industries plc.
Inapproving additional appointments, the Board seeks to satisfy itself that
thedirector concerned will continue to have the capacity to fulfil their
obligations to the Group following a proposed appointment and that
anypotential conflicts of interest can be appropriately managed.
CORPORATE GOVERNANCE REPORT continued
Division of responsibilities
Conflicts of interest
All directors have a duty under the Companies Act 2006 (the “2006 Act”)
toavoid a situation in which they have or could have a direct or indirect
interest that conflicts or may possibly conflict with the interests of the
Company. The Company’s Articles of Association include provisions for
dealing with directors’ conflicts of interest in accordance with the 2006 Act.
The Company has procedures in place to deal with situations where directors
may have any such conflicts, which require the Board to:
- consider each conflict situation separately on its particular facts;
- consider the conflict situation in conjunction with the rest of their duties
under the 2006 Act;
- keep records and Board minutes as to authorisations granted by directors
and the scope of any approvals given; and
- regularly review conflict authorisation.
Experience of the Board
The members of the Board maintain the appropriate balance of experience
and knowledge of the business to enable them to discharge their duties and
responsibilities effectively.
Manufacturing 8
Defence 5
Technology 5
International 9
Strategy 5
Marketing 5
Finance 3
Governance 5
Number of directors with applicable
specific experience
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Strategic report Governance Financial statements
BOARD ROLES AND RESPONSIBILITIES
The key responsibilities of the Board members are set out below.
Chairman
- Responsible for the leadership of the Board and ensuring its overall effectiveness in directing the Group
- Ensures that the Board is kept properly informed and is consulted in a timely manner on all decisions reserved to it
- Promotes a culture of openness and debate, and facilitates constructive relations between the executive and non-executive directors
- Ensures that the training and development needs of directors are identified
Chief Executive
- Responsible for the leadership and day-to-day management of the business
- Develops strategy for Board approval and ensures that the agreed strategy is implemented successfully
- Presents the annual budget and five-year plan to the Board for approval and delivers agreed objectives
- Identifies new business opportunities, and potential acquisitions and disposals
- Manages the Group’s risk profile, including the management of health and safety
- Ensures that the Board is fully informed of all key matters
Chief Financial officer
- Supports the Chief Executive in developing and implementing the global finance strategy
- Oversees the finance functions across the Group
- Ensures effective financial controls and financial reporting processes are in place
- Ensures the Group has adequate bank facilities and financial resources
Senior Independent Director
- Provides support to the Chairman and acts as a trusted sounding board
- Reviews the Chairman’s performance with the other non-executive directors
- Available to meet shareholders if they have concerns which cannot be resolved through the normal channels
Non-executive directors
- Participate in the development of strategic objectives, provide constructive challenge and monitor the performance of executive management in achieving
the agreed objectives
- Monitor the Group’s financial performance
- Consider the integrity of the Group’s financial information, and whether the financial controls and risk management systems are robust and defensible
- Determine the appropriate remuneration policy for the executive directors
- Meet periodically with the Group’s senior management and visit operations
- Meet regularly without the executive directors being present
Legal Director & Company Secretary
- Oversees legal matters and compliance across the Group
- Secretary to the Board and its committees
- Under the direction of the Chairman, responsible for maintaining good information flows within the Board and its committees
- Develops Board and committee agendas, and collates and distributes papers
- Assists with the induction of new directors
- Keeps directors informed about changes to their duties and responsibilities
- Provides advice on legal, regulatory and corporate governance matters
Chemring Group PLC Annual report and accounts 2025 61
Strategic report Governance Financial statements
The following table shows the attendance of all directors who served during the year at the meetings of the Board and its committees:
Board member
Board
(8 scheduled
meetings)
Audit Committee
(5 scheduled
meetings)
Nomination
Committee
(5 scheduled
meetings)
Remuneration
Committee
(3 scheduled
meetings)
Tony Wood 8(8) 5(5) 2(2)
Carl-Peter Forster 1(1) 3(3)
Alpna Amar 8(8) 5(5) 5(5) 1(1)
Laurie Bowen 8(8) 5(5) 5(5) 3(3)
Andrew Davies 3(3) 2(2) 2(2) 2(2)
Sarah Ellard 8(8)
Stephen King 8(8) 5(5) 5(5) 3(3)
Fiona MacAulay 8(8) 5(5) 5(5) 3(3)
James Mortensen 8(8)
Michael Ord 8(8)
Pete Raby 1(1) 1(1) 1(1)
The maximum number of meetings which each director could have attended is shown in brackets. All directors attended all scheduled Board meetings.
During the year, the Chairman met regularly with the non-executive directors without the executives being present.
Board meetings and attendance
The Board convenes for scheduled meetings
atleast seven times a year. The Board receives
a report from the Executive Committee,
covering health and safety performance,
strategic development, operational and
financial performance, legal, people and
investor relations related issues, as a standing
agenda item at every scheduled meeting.
Members of the senior leadership team,
representatives of the US Board and external
advisers attend Board meetings by invitation,
as appropriate.
The Board aims to meet jointly with the
Group’s US Board, further details of which
areset out on page 60, at least once a year.
Board and committee meetings held
during the year
Board
Audit
Nomination
Remuneration
4
3
2
1
0
Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct
CORPORATE GOVERNANCE REPORT continued
Division of responsibilities continued
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Strategic report Governance Financial statements
Board appointments and re-election of directors
New appointments to the Board and its committees are made by the Board
on the recommendation of the Nomination Committee.
In accordance with the Company’s Articles of Association, all directors
arerequired to submit themselves for re-election at each Annual General
Meeting. The papers accompanying the Notice of Annual General Meeting
include a statement from the Chairman confirming that the performance
ofeach non-executive director seeking re-election at the meeting continues
to be effective and that each director continues to demonstrate commitment
to their role.
Diversity
The Board recognises the importance of diversity on the Board level and
promoting an inclusive environment across the entire business.
> Further details on the Board’s policy and approach to diversity are set
out in the Nomination Committee report on page 70
Induction, training and development
An internal induction programme on the Group’s operations, and its strategic
and business plans, is provided for newly-appointed directors. Directors are
invited to meet key members of the senior management team at the earliest
opportunity, and site visits are arranged to facilitate their understanding of
theGroup’s operations.
The Group Legal Director & Company Secretary also provides detailed
information on the operation of the Board and its committees, directors’
legalduties, and responsibilities on appointment.
Pete Raby joined the Board in September 2025 and as part of his induction
programme has already visited most of our UK businesses. Pete was invited
toattend the July Board meeting, at which the Board undertook its annual
review of the Group’s updated strategy and five-year plan, which provided
acomprehensive introduction to the Group’s operations. Pete’s induction
programme will continue in 2026.
The Company meets the cost of appropriate external training for directors,
the requirement for which is kept under review by the Chairman.
Directors are continually updated on the Group’s businesses and the matters
affecting the markets in which they operate. The Group Legal Director &
Company Secretary updates the Board on a regular basis with regards to
regulatory changes affecting the directors and the Group’s operations generally,
and briefings are provided by the Group’s advisers on key developments in
areas such as financial reporting and executive remunerationpractice.
Independent advice
All directors are entitled to take independent professional advice in furtherance
of their duties at the Company’s expense, should the need arise. No director
had reason to seek such advice during the year.
Performance evaluation
The Board performance evaluation was externally facilitated in 2023 and an
internal evaluation was therefore conducted during the year in line with the
approach adopted last year.
Questionnaires covering the activities of the Board and its three main committees
were sent to each of the directors for completion. The questionnaires focused on:
- strategy development and implementation;
- the Group’s ESG plans and objectives;
- the Board’s role in setting and monitoring the Group’s purpose,
cultureandvalues;
- stakeholder engagement;
- operation of the Board and its committees;
- the role of the Chair and effectiveness of meetings;
- the composition of the Board and its diversity;
- the Board’s oversight of risk management systems and internal controls; and
- areas in which the Board could improve its effectiveness.
A scoring system was introduced this year, which will allow us to track
progress in future years.
The individual responses were collated and consolidated by the Group Legal
Director & Company Secretary into a report which was discussed with the
Chairman prior to sharing with the remainder of the Board. Specific comments
from directors were not attributed to individuals in order to provide full
transparency on the responses.
The evaluation confirmed that the Board is continuing to function effectively
overall and, with the most recent appointments, the balance of skills and
experience on the Board affords it a level of maturity in the way it conducts
itself. The evaluation identified several areas in which the Board could improve
its effectiveness and the Board therefore developed an updated set of goals
for the forthcoming year, with a focus in the following areas:
- continuing evolution of the Group’s longer-term ambition and growth strategy;
- continuous improvement of our safety, operational, customer and
peopleprocesses;
- successful execution of the Group’s various capacity expansion programmes;
- continued focus on talent development and succession planning; and
- maintaining our interactions with the businesses.
In addition to the formal performance evaluation, the Senior Independent
Director reviewed the performance of the Chairman with the other
non-executive directors, and the Chairman and non-executive directors
reviewed the individual performance of the executive directors as part
oftheannual remuneration review.
Composition, succession and evaluation
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Strategic report Governance Financial statements
Financial and business reporting
The statement of directors’ responsibilities in respect of the financial
statements and accounting records maintained by the Company is set out
onpage 94.
Having taken all the matters considered by the Board and brought to the
attention of the Board during the year into account, the Board is satisfied that
the annual report and accounts for the year ended 31 October 2025, taken
asa whole, is fair, balanced and understandable. Furthermore, the Board
believes that the disclosures set out on pages 1 to 47 provide the information
necessary to assess the Company’s performance, business model and strategy.
Risk management and internal control
The Board is responsible for determining the nature and extent of the risks
that it is willing to take to achieve its strategic objectives. The Board is also
responsible for ensuring that the Group’s risk management and internal
control systems are effective across the businesses, and that appropriate
riskmitigation plans are in place. The Group’s internal control systems
arelargely decentralised and operate on a discrete basis at each business.
TheOperational Framework and associated policies covering financial and
other controls and risk management requirements set the minimum standards
required to be adopted by the businesses within their local systems.
The Board undertakes an annual review of the effectiveness of the Group’s
systems of internal control, including financial, operational and compliance
controls, and risk management systems. Further details of the review
undertaken during the financial year ended 31 October 2025 are set
outonpage 39.
Operational Framework
Our Operational Framework incorporates a broad range of policies and
procedures which have been adopted by all of our businesses, and provides
anenhanced governance structure to enable us to operate in a safe, consistent
and accountable way. As part of this enhanced governance structure, there is
a requirement for all businesses to complete a detailed operational assurance
statement on an annual basis, providing an assessment of their compliance
with the Operational Framework.
The output from the operational assurance process provides assurance to
theBoard that our internal systems and controls are operating effectively,
andis an important input to our internal audit and risk management activities.
Audit
Details of the Group’s external and internal audit activities can be found
intheAudit Committee report on pages 65 to 68.
Long-term viability statement
The Code requires the Board to undertake an annual assessment of the
long-term viability of the Group, further details of which can be found
onpage 46.
CORPORATE GOVERNANCE REPORT continued
Audit, risk and internal control
Chemring Group PLC Annual report and accounts 202564
Strategic report Governance Financial statements
AUDIT COMMITTEE REPORT
Providing assurance to the Board
Stephen King
Chairman of the Audit
Committee
INTRODUCTION
I am pleased to present my report as Chairman of the Audit Committee.
The Audit Committee continues to play a critical role in the governance of the
Group’s financial affairs, both through monitoring the integrity of the Group’s
financial reporting and reviewing material financial reporting judgements.
Thereport provides an overview of the operation of the Committee and
itsactivities during the year. During the early part of the financial year, the
Committee was focused on matters relating to the 2024 financial statements,
which were covered in detail in last year’s report. This year’s report focuses
on the Committee’s activities in relation to the 2025 half year and full year
results, and the external and internal audit activities during 2025.
Membership of the Audit Committee
The Audit Committee was established by the Board and is responsible for
monitoring the integrity of the Group’s financial statements and the
effectiveness of the internal and external audit process.
All members of the Committee are independent non-executive directors, and
each brings a broad range of financial and business expertise. I have previously
served as the finance director of several FTSE listed companies, and therefore
possess recent and relevant financial experience. The Board considers that the
Committee members possess an appropriate level of independence and offer
a depth of financial and commercial experience across various industries, in
particular within the defence, technology and manufacturing sectors. Further
details of the Committee members’ skills and experience are shown on
pages50 and 51.
Operation of the Committee
The Committee’s full responsibilities are set out in its terms of reference,
which are available on the Company’s website. The Committee reviews its
terms of reference and its effectiveness annually and recommends to the
Board any changes required as a result of the review.
Meetings of the Committee are attended, at the invitation of the Chairman,
bythe external auditor, the Chairman of the Board, the Group Chief Executive,
the Chief Financial Officer, the internal auditor and representatives from the
Group finance function. The Committee meets with the external and internal
auditors on a regular basis without the executive directors being present.
TheGroup Legal Director & Company Secretary acts as secretary to the
Committee and minutes of meetings are circulated to all Board members.
> Details of attendance of members of the Committee at the five
meetings held during the year are shown on page 62
The Chairman of the Committee meets regularly with the Chief Financial
Officer, the external audit lead partner and the internal auditor outside of
scheduled meetings.
The Committee is authorised to seek any information it requires from any
employee of the Group in order to perform its duties, and to obtain any
outside legal or other professional advice it requires at the Company’s expense.
Audit Committee members
Stephen King (Chairman)
Alpna Amar
Laurie Bowen
Andrew Davies (retired 31 January 2025)
Fiona MacAulay
Pete Raby (appointed 1 September 2025)
Key responsibilities of the Audit Committee
- Monitoring the integrity of the Group’s financial statements and any
formal announcements relating to the Group’s financial performance, and
reviewing the appropriateness of significant financial reporting judgements
- Providing guidance to the Board in its consideration of whether the annual
report and accounts are fair, balanced and understandable
- Making recommendations on the appointment, reappointment and terms
of engagement of the internal and external auditors
- Ensuring that an appropriate relationship between the Group and
theexternal auditor is maintained, and overseeing the provision of
non-auditservices
- Reviewing and monitoring the external auditor’s independence, objectivity
and effectiveness
- Reviewing the effectiveness of the Group’s internal controls and risk
management systems
- Considering the effectiveness of the Group’s internal audit function
andmonitoring internal audit activities
Chemring Group PLC Annual report and accounts 2025 65
Strategic report Governance Financial statements
Financial reporting
A summary of the significant and other issues considered by the Committee
inrelation to the 2025 financial statements is set out below.
The Committee also considered whether the Company had appropriately
addressed the findings ofthe FRC’s Annual Review of Corporate Reporting,
which was published in September 2025, in the 2025 financial statements.
Significant issues considered by the Committee inrelation
tothe financial statements
Recoverability of goodwill, other intangible assets, and the
parent companys investments in, and intergroup receivable
balances with subsidiaries
The Committee considered the carrying value of goodwill, intangible assets and
the parent company’s investments in, and inter-group receivable balances with,
subsidiaries held on the balance sheet as at 30 April 2025 and 31 October 2025,
against the latest forecasts for the businesses concerned and the future strategic
plan for the Group, with particular focus on the recoverability of goodwill and
other non-financial assets associated with Kilgore. The Committee agreed that
additional disclosures should be included in the financial statements on the key
assumptions made in relation to the impairment assessment for Kilgore and the
reduction in headroom during the year (see note 11 of the financial statements).
Other issues considered by the Committee in relation to the
financial statements
Capitalised development costs
The Committee continued to monitor the level of development costs
capitalised during the year and the periods over which such costs are to
beamortised. Detailed reviews of the Group’s most significant research and
development projects, and their associated capitalised development costs,
were undertaken by the Committee in April 2025 and September 2025.
Discontinued operations
The Committee considered the requirements of IFRS 5 Non-current Assets
Held for Sale and Discontinued Operations and concluded that Alloy Surfaces
Company, Inc. should be treated as a discontinued operation in the 2025
financial statements.
Accounting for the acquisition of Landguard Systems
The Committee considered and approved the accounting treatment
oftheGroup’s acquisition of Landguard Systems in accordance with
therequirements of IFRS 3 Business Combinations.
Non-underlying items and alternative performance measures
The Committee reviewed the use of alternative performance measures
(“APMs”) inthe interim results statement and the annual report to ensure
they were not given undue prominence and challenged the nature and amount
of the adjusting items. The Committee noted that APMs may not be comparable
across companies, and that profit-related alternative measures sometimes
exclude significant recurring business transactions (e.g. restructuring charges
and acquisition-related costs) that impact financial performance and cash
flows. The Committee concluded that the use of APMs did enhance a reader’s
understanding of the accounts and that they were presented in afair,
balanced and understandable manner.
The Committee’s activities during the year
Areas of focus Matters considered
Financial
reporting
- Content of the Group’s interim and preliminary
results announcements and the annual report and,
in particular, whether the annual report was fair,
balanced and understandable
- Appropriateness and disclosure of accounting
policies and key judgements and estimates
- The presentation of alternative performance measures
- The Group’s going concern status and
viabilitystatements
- Accounting for the acquisition of Landguard
Systems and the treatment of Alloy Surfaces
Company, Inc. as a discontinued operation
- The Group’s environmental performance reporting
and the related assurance review completed by ERM
- Financial Reporting Council (FRC) Annual Review
of Corporate Reporting for 2024/25
- The potential impact on the Group of new and
revised accounting standards, including IFRS 18
Presentation and Disclosure in Financial Statements
Risk and
control
environment
- Effectiveness of the Group’s systems of internal control
- The Group’s IT and cyber-security arrangements and
alignment with the UK Government’s Cyber
Governance Code of Practice
External audit
- Interim review and full year audit plans
- Effectiveness and independence of the external auditor
- Non-audit services provided by the external auditor
- Fees for the external audit
- External auditor’s reports on the half year and full year
results, and consideration of points raised by the auditor
- Feedback on the 2024 year end process and
recommendations for 2025
- The FRC’s 2025 Audit Quality Inspection
andSupervision Report on KPMG
Internal audit
- Internal audit strategy and plan
- Key findings of internal audits and progress against
actions arising
- Effectiveness of the internal audit programme
- Enhanced approach to internal audits of the
USbusinesses
The Committee relies on regular reports from the executive directors, the wider
management team, and the external and internal auditors in order to discharge
its responsibilities. The Committee is satisfied that it received timely, sufficient
and reliable information to enable it to fulfil its obligations during theyear.
AUDIT COMMITTEE REPORT continued
Providing assurance to the Board continued
Chemring Group PLC Annual report and accounts 202566
Strategic report Governance Financial statements
Going concern and viability
The Committee is required to consider whether it is appropriate to adopt the
going concern basis when preparing the interim and full year results. In order
to satisfy itself that the Group has sufficient financial resources to enable it to
continue trading for the foreseeable future, the Committee regularly reviews
the adequacy of the Group’s financing facilities against future funding requirements
and working capital projections. Based on its review of the Group’s forecasts
during the year and discussions with the external auditor, the Committee
recommended to the Board the adoption of the going concern basis for
thepreparation of the interim and full year results.
The Group is required to make a statement on its long-term viability in the
financial statements. The Committee considered the period over which the
Group’s viability would be assessed and, having concluded that a three-year
period was appropriate, the Committee undertook a review of the analysis
and projections which supported the viability assessment prior to its submission
to the Board. Further details on the assessment process and theGroup’s
long-term viability statement are set out in the strategic report on page 46.
Following the year end, the Committee reviewed the form and content of the
2025 annual report and accounts, and recommended to the Board that, taken
as a whole, the annual report and accounts should be considered as fair, balanced
and understandable. The Committee also concluded that the annual report
and accounts provides the information necessary to assess the Group’s
position and performance, business model and strategy.
In making this assessment, the Committee considered:
Is the report fair?
- Is the narrative in the strategic report consistent with the financial statements?
- Have any significant matters been omitted?
Is the report balanced?
- Has equal weighting been given to both positive and negative aspects
ofperformance during the year?
- Is there an appropriate balance between the disclosure of statutory
measures of performance and APMs?
Is the report understandable?
- Is the presentation of performance clear, with consistent use of key
performance indicators?
- Is there clarity around the use of APMs?
Audit and corporate governance reforms
The FRC published an updated version of the UK Corporate Governance Code
(the “Code”) in January 2024. The new Code introduced a number of changes,
with the most significant relating to internal controls. For financial years starting
on or after 1 January 2026, boards are required to explain in their annual reports
how they have monitored and reviewed the internal control framework, make a
declaration on its effectiveness and provide a description of any material controls
that have not operated effectively. The Committee is confident that the internal
control framework introduced by the Group in November 2022 will assist the
Group in complying with this new provision. The Committee will continue to
monitor developments in this area over the next year.
In the year under review, the Company was required to apply the Audit
Committees and the External Audit: Minimum Standard (the “Standard”),
which was published by the FRC in May 2023. The Company was in compliance
with the Standard throughout the year ended 31 October 2025.
External audit
The Audit Committee is responsible for making recommendations to the
Board on the appointment, reappointment and removal of the Company’s
external auditor. The Committee also undertakes an annual assessment
oftheauditor’s independence and objectivity, taking into account relevant
professional and regulatory requirements and the relationship with the
auditor as a whole, including the provision of any non-audit services.
Audit effectiveness
The Committee assesses the effectiveness of the external auditor
onanongoing basis, with particular reference to:
- the arrangements for ensuring the external auditor’s independence
andobjectivity;
- the external auditor’s fulfilment of the agreed audit plan and any variations
from the plan in terms of timing and scope;
- the quality of the resource engaged by the external auditor to fulfil the
auditplan;
- the use of technology by the external auditor to improve the efficiency
ofthe audit;
- the robustness and perceptiveness of the external auditor in their handling
of the key accounting and audit judgements, and their willingness to
challenge both management and the Committee;
- the effectiveness of co-ordination of the individual business unit audits
onaglobal basis;
- the content of the external auditor’s reports and internal control recommendations;
- their proactivity in briefing the Committee on proposed regulatory
changesand the implications for the Group; and
- the feedback received on the conduct of the external audits from key
people involved in the audit process in the central finance function and
within the businesses.
The Committee also reviewed the FRC’s 2025 Audit Quality Inspection and
Supervision Report on KPMG, and will continue to review these assessments
on an annual basis.
During the year, the Committee undertook a detailed review of the progression
of KPMG’s fees for the external audit since their appointment in March 2018,
and the external and internal factors which had contributed to the increase.
The Committee also considered benchmarking of the Group’s external audit
fees against those of its peers and the wider market.
There are no contractual or similar obligations to restrict the choice
ofexternal auditor.
KPMG was appointed as the Group’s external auditor in 2018, following
acompetitive tender process, and continues to act as the external auditor
forthe Group and its principal trading businesses. Kate Teal completed her
first year as lead audit partner this year. Ms Teal had no prior connection
withthe Group audit and is therefore considered independent.
The audits of the Group’s US businesses are carried out by KPMG US under
aseparate engagement letter in order to satisfy the requirements of our
Special Security Agreement with the US Government. KPMG’s UK and US
audit teams co-ordinate their work to ensure that the audit of the consolidated
Group results at the year end is completed efficiently. In order to facilitate
this, the annual audit plan continued to provide for planning work for the
2025 year end reviews and audits of the US businesses to commence in
thefirst half year of the financial year, which enabled the Group audit to be
completed within the requisite timeframe following the year end. Ms Teal
visited certain of our US businesses during the year, which aided the year
endaudit sign-off process.
Chemring Group PLC Annual report and accounts 2025 67
Strategic report Governance Financial statements
External audit continued
Audit effectiveness continued
Monahans (Sumer AuditCo Limited) is appointed as the external auditor
ofVigil AI Limited, one of the Group’s smaller subsidiaries which also has a
minority shareholder. Vigil AI Limited does not make a material contribution to
the Group’s results and, following discussions with the minority shareholder,
itwas concluded that the audit would be more appropriately carried out by
asmaller firm. KPMG has confirmed that Vigil AI Limited is immaterial to the
Group financial statements and as such does not require any reporting from
Monahans for that purpose.
During the year, the Committee considered and approved an increase in the
scope and coverage of the year end audit to meet the requirements of the
new ISA 600 auditing standard.
The Committee did not ask KPMG to review any significant areas of concern,
outside of the normal audit process, during the year.
Whilst a number of internal control failings or weaknesses were identified
byKPMG, there is a plan in place to resolve these.
KPMG did challenge management on the impairment assessment relating to
the goodwill and intangible assets held on the balance sheet for Kilgore. KPMG
concluded that whilst there was a higher risk of impairment for Kilgore no
impairment was required in the 2025 financial statements. As referred to
above, it was agreed that additional disclosures would be included in the
financial statements relating to this risk.
In the normal manner, KPMG identified a number of uncorrected misstatements
as part of their half year review and full year audit. Having considered the
representations made by KPMG, the Committee was satisfied that the Group
had adopted an appropriate approach in each case and that the impact of the
misstatements identified by KPMG was not material, either individually or in
the aggregate.
The Committee reviewed KPMG’s overall effectiveness in fulfilling the external
audit during the year, having reflected on all the matters set out above, and
concluded that KPMG had conducted a comprehensive, appropriate and
effective audit.
The Committee has recommended to the Board that KPMG be reappointed
as the Group’s auditor at the 2026 Annual General Meeting.
The Company is in compliance with the provisions of The Statutory
AuditServices for Large Companies Market Investigation Order 2014.
Auditor independence
The Committee keeps under review the level of any non-audit services which
are provided by the external auditor, to ensure that this does not impair their
independence and objectivity.
The Committee has adopted a policy which states that the external auditor
should not be appointed to provide any non-audit services to the Group,
unless the Committee agrees that their appointment would be in the best
interests of the Company’s shareholders in particular circumstances and
would not create any direct conflict with their role as external auditor. In
approving any such appointment, the Committee is also required to consider:
- whether the provision of the proposed services might compromise
theauditor’s independence or objectivity;
- whether the non-audit services will have a direct or material effect
ontheGroup’s audited financial statements;
- whether the skills and experience of the external auditor make it the most
suitable supplier of the non-audit services; and
- the level of fees proposed for the non-audit services relative to the audit fees.
The external auditor is required to provide the Committee with a written
confirmation of independence for all duly-approved engagements for
non-audit services.
The policy adopted by the Committee expressly prohibits the provision
ofcertain non-audit services by the external auditor, in line with regulatory
requirements and UK ethical guidance.
Details of the amounts paid to KPMG during the year for audit and non-audit
services are set out in note 4 to the Group financial statements. Total fees of
£0.1m were paid to KPMG during the year in respect of non-audit services,
which related to the review of the interim results, an audit report for
Chemring Nobel’s tax return as is required from the auditor under Norwegian
tax law and assurance support work for Chemring Nobel in connection with
its grant funding applications. The Committee concluded that neither the
nature or scope of these services gave rise to any concerns regarding the
objectivity or independence of KPMG.
The Committee, in conjunction with the Chief Financial Officer, ensures that
the Group maintains relationships with a sufficient choice of appropriately
qualified alternative audit firms for the provision of non-audit services. Building
these relationships also ensures that the Group will have a reasonable choice
of other suitable external audit firms when it next tenders the external audit.
Internal audit
The Audit Committee is responsible for reviewing the work undertaken
bythe Group’s internal auditor, assessing the adequacy of the internal audit
resource, and recommending changes for increasing the scope of the internal
audit activities.
The Group’s internal audit programme incorporates a review of all sites
onatwo or three-year rotational basis and focuses on both financial and
non-financial controls and procedures. The Committee approves the annual
internal audit plan and receives regular reports from the internal auditor.
The Internal Audit Manager, who reports to the Chairman of the Audit
Committee, is responsible for conducting internal audits across the Group,
with the support of other suitably qualified Group employees where
appropriate. This facilitates sharing of best practice across the Group
andcontributes to the development of employees involved in the audits.
TheInternal Audit Manager’s activities will continue to be supplemented in
specialist areas, such as IT and cyber-security, with more focused assurance
reviews by external experts.
The internal audit plan for 2025 was developed following a detailed review
ofthe Group’s principal risks and continued to include specific focus on:
- the key financial and operating controls within the business;
- IT and cyber-security governance and controls; and
- compliance with the Group’s Bribery Act Compliance Manual.
An enhanced approach to the internal audit of our US businesses was agreed
in conjunction with the US Board during the year, which has enabled the
Internal Audit Manager to expand her participation in US audits, whilst
ensuring we remain in compliance with our US Special Security Agreement.
No significant internal control failings or weaknesses were identified during
the internal audits completed in the year.
During the year, the Internal Audit Manager also assisted with reviews of
supply chain management within the businesses and assisted with oversight
ofthe capital expansion projects at Chemring Nobel and the new ERP
systemimplementation projects at Chemring Countermeasures UK and Roke.
An update on internal audit activities is presented to the Committee at each
meeting. The management of each business is responsible for implementing
the recommendations made by the internal audit function, and the Committee
reviews progress on a regular basis. Progress on addressing internal audit
findings is also reviewed by the Group Chief Executive and the Chief Financial
Officer in their quarterly reviews with each of the businesses.
The Committee reviews the Group’s approach to internal audit on an annual
basis to ensure that it remains fit for purpose and provides the requisite level
of assurance to the Committee.
Stephen King
Chairman of the Audit Committee
8 December 2025
AUDIT COMMITTEE REPORT continued
Providing assurance to the Board continued
Chemring Group PLC Annual report and accounts 202568
Strategic report Governance Financial statements
NOMINATION COMMITTEE REPORT
Providing guidance to the Board
Tony Wood
Chairman of the
Nomination Committee
Nomination Committee members
Tony Wood (appointed Chairman 1 December 2024)
Alpna Amar
Laurie Bowen
Andrew Davies (retired 31 January 2025)
Carl-Peter Forster (member and Chairman to 30 November 2024)
Stephen King
Fiona MacAulay
Pete Raby (appointed 1 September 2025)
Key responsibilities of the Nomination Committee
- Reviewing the structure, size and composition of the Board, and making
recommendations on appointments to the Board and its committees
- Reviewing the overall leadership needs of the organisation
- Oversight of the Board diversity policy
- Succession planning for the Board, the Executive Committee and the
wider leadership team
INTRODUCTION
I am pleased to present the Nomination Committee’s report for the year
ended 31 October 2025.
I was appointed to the Board with effect from 1 October 2024 and succeeded
Carl-Peter Forster as Chairman on 1 December 2024, following Carl-Peter’s
retirement on 30 November 2024. In June 2025, we announced the appointment
of Pete Raby who joined the Board on 1 September 2025 as anindependent
non-executive director. Pete’s recruitment was a key activity for the Committee
during the year. The Committee also considered the evolution of the Group’s
diversity, equity and inclusion (DE&I) strategy toawider focus on culture
and the employee experience, and further developed our succession planning
for the Board and wider leadership team.
Membership of the Committee
The Nomination Committee’s role is to ensure that the Board has the
appropriate balance of skills, knowledge and experience to operate effectively
and oversee the delivery of the Group’s strategy.
All members of the Committee are independent non-executive directors.
Ichair the Committee but will not do so where the Committee is dealing
withmy own reappointment or my replacement as Chairman of the Board.
Operation of the Committee
The Committee’s responsibilities are set out in its terms of reference, which
are available on the Company’s website. The Committee reviews its terms
ofreference and its effectiveness annually and recommends to the Board
anychanges required as a result of the review.
Meetings of the Committee are attended, at the invitation of the Chairman,
bythe Group Chief Executive when considered appropriate. Members of
theCommittee do not participate in any discussions relating to their own
reappointment or replacement. The Group Legal Director & Company
Secretary acts as secretary to the Committee and minutes of meetings
arecirculated to all Board members.
> Details of attendance of the members of the Committee at the five
meetings held during the year are shown on page 62
Board composition
The Committee regularly reviews the composition and balance of the Board
and its committees, and considers the non-executive directors’ independence,
whether the balance of non-executive and executive directors remains
appropriate, and whether the Board has the requisite skills, knowledge
andexperience to oversee the delivery of the Group’s strategy.
As set out in last year’s report, having nearly completed his third three-year
term as a non-executive director, Andrew Davies stepped down from the
Board on 31 January 2025. Fiona MacAulay succeeded Andrew as the Senior
Independent Director and Pete Raby replaced Andrew as a non-executive
director on 1 September 2025.
The recently-completed Board performance evaluation, further details of
which are set out on page 63, considered the current composition of the
Board and concluded that, following Pete’s recruitment, no further changes
were required in the immediate future. Fiona MacAulay subsequently advised
the Board that she would not be seeking re-election at the Annual General
Meeting in February 2026, ahead of her second three-year term as a
non-executive director expiring in June 2026. We have instigated a
searchforher replacement, as detailed below.
Chemring Group PLC Annual report and accounts 2025 69
Strategic report Governance Financial statements
Appointments to the Board
The Committee is responsible for reviewing and recommending new appointments
to the Board, and for considering the reappointment of current directors.
With regards to the appointment of new directors to the Board, the Committee
has an established process to identify the attributes, skills, knowledge and
experience required of potential candidates. External recruitment consultants
are engaged to undertake a search and provide an initial long list of potential
candidates, which is reviewed by the Committee. Members of the Committee
then meet with short-listed candidates, before selecting a small number of
preferred candidates to meet with other members of the Board. The search
for a new non-executive director during the year, which resulted in Pete’s
appointment, was conducted in this manner and further details are set out below.
As referred to in last year’s report, we started considering our requirements
for an additional non-executive director in December 2024, recognising that
Andrew Davies’ third three-year term would expire in May 2025. Russell
Reynolds, an independent executive search firm, were appointed to conduct
the search due to their knowledge of the Group and prior experience in
having recruited me as Chairman, two non-executive directors and our
ChiefFinancial Officer. Russell Reynolds, who have no other connection with
the Group, are a signatory to the Voluntary Code of Conduct for Executive
Search Firms and have made a commitment to promote diversity. Russell
Reynolds developed a detailed role specification, with a principal focus on
current and recently-retired Chief Executives of listed companies in the
industrials sector. Following a detailed review by the Committee of an initial
long-list of candidates compiled by Russell Reynolds and with input from other
Board members, I met with five of the candidates and provided feedback to
the Committee. The Committee agreed on a short-list of three preferred
candidates, who were interviewed by the Group Chief Executive and the
Senior Independent Director. Two of the candidates subsequently met other
members of the Board. After detailed consideration, the Committee agreed
to recommend Pete Raby’s appointment to the Board.
Egon Zehnder, another independent executive search firm who have no other
connection with the Group, have been appointed to conduct the search for
areplacement for Fiona MacAulay. The search is at an early stage and an
overview of the process will be provided in next year’s report.
Laurie Bowen’s second three-year appointment as a non-executive director
expired in July 2025 and, after due consideration of her valuable contribution
to the Board and its committees, the Committee recommended to the Board
that Laurie be reappointed for a third three-year term.
Diversity, equity and inclusion
Diversity policy
The Committee recognises the importance of diversity to the effective
performance of the Board. In our wider business operations, we are
committed to promoting an organisation where merit is recognised
andrewarded, and to ensuring that our people decisions are fair and
unbiased and foster an environment where everyone can succeed.
Having achieved 32% female representation in all senior management
positions across the businesses in April 2025, we decided to retire our 33%
target and embrace a wider focus on culture and the employee experience.
We are developing a Group-wide employee engagement survey to assess our
values-based culture, which will be rolled out in 2026, and the results of this
survey will provide a baseline from which we can assess employee sentiment
in future years.
With regards to the Board diversity targets set out in Listing Rule 9.8.6R(9),
following the appointment of Fiona MacAulay as the Senior Independent
Director, the Board currently meets all of the targets.
The charts below illustrate the gender identity or sex and ethnic background
of the Board and the Executive Committee as at 31 October 2025. Details of
the diversity of employees more widely across the Group are set out on page 33.
Gender identity or sex of the Board and Executive Committee
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Number on the
Executive Committee
Percentage of
Executive Committee
Men 5 56% 3 7 87%
Women 4 44% 1 1 13%
Not specified/prefer not to say
Ethnic background of the Board and Executive Committee
Board member
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Number on the
Executive Committee
Percentage of
Executive Committee
White British or other white (including minority-white groups) 8 89% 4 8 100%
Mixed/multiple ethnic groups
Asian/Asian British 1 11%
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
Succession planning
The Committee is responsible for promoting effective succession planning for
the Board and the Executive Committee, to ensure that the leadership of the
business remains aligned with the Group’s strategy.
During the year, an assessment of the succession plans for the key leadership
roles at the Group level and within the businesses, developed utilising the
Group’s established succession planning framework, was considered by the
Committee and the Board. The Committee engaged Russell Reynolds to assist
with external talent mapping as part of this process. We also considered the
development requirements of the talent pipeline and, in 2026, we will refresh
our key development programmes to ensure that they continue to meet the
evolving needs of the businesses and to enable the delivery of our strategy.
The Committee is satisfied that appropriate succession plans are in place
forthe Board and members of the Executive Committee with regards to
emergency replacements. Longer-term appointments will be considered on
acase-by-case basis, including internal candidates where available or external
recruitment where deemed more appropriate.
> Further details on our approach to succession planning and talent
management are set out on page 33
Tony Wood
Chairman of the Nomination Committee
8 December 2025
NOMINATION COMMITTEE REPORT continued
Providing guidance to the Board continued
Chemring Group PLC Annual report and accounts 202570
Strategic report Governance Financial statements
DIRECTORS’ REMUNERATION REPORT
Remuneration overview
Laurie Bowen
Chair of the
RemunerationCommittee
Remuneration Committee members
Laurie Bowen (Chair)
Alpna Amar (appointed 26 February 2025)
Andrew Davies (retired 31 January 2025)
Carl-Peter Forster (retired 30 November 2024)
Stephen King
Fiona MacAulay
Pete Raby (appointed 1 September 2025)
Tony Wood
Membership and operation of the RemunerationCommittee
The Remuneration Committee has been established by the Board and is
responsible for the remuneration of the executive directors, the Chairman
and the leadership team at the next level. All members of the Committee
are independent non-executive directors, save for Tony Wood who was
independent on appointment to the Board.
The Committee’s responsibilities are set out in its terms of reference,
whichare available on the Company’s website.
Details of the attendance of members of the Committee at meetings
heldduring the year are shown on page 62. The Group Legal Director
&Company Secretary acts as secretary to the Committee and the Group
Chief Executive and Chief Financial Officer attend meetings by invitation,
but no executive director or other employee is present during discussions
relating directly to their own remuneration.
INTRODUCTION
The directors’ remuneration report for the year ended 31 October 2025 comprises:
- my annual report on the activities of the Remuneration Committee during
the year;
- the annual report on remuneration, which explains how the current
directors’ remuneration policy was implemented in 2025;
- additional statutory information on remuneration arrangements;
- a summary of the directors’ remuneration policy which was approved
inFebruary 2025; and
- an overview of how the policy will be implemented in 2026.
The Remuneration Committee’s activities during the year
The table below summarises the Committee’s key activities and decisions
made during the year.
Summary of major activities and decisionsoftheCommittee
in 2025
Salary
- 2025 salary reviews for the executive directors and
members of the senior leadership team
Annual bonus
- Approval of the 2025 annual bonus plan financial targets
and strategic objectives for the executive directors
- Consideration of the 2025 annual bonus plan payments
Long-term
incentive
awards
- Consideration of vesting outcomes for long-term incentive
awards made in 2022
- Approval of 2025 long-term incentive awards and
performance conditions
Appointments
and leaver
arrangements
- Approval of remuneration and incentive arrangements for
new and retiring members of the senior leadership team
Performance for 2025 and remuneration outcomes
In 2025, we increased revenue by 1.9% on 2024 and underlying operating
profit by 5.9% (based on continuing operations). Statutory operating profit
increased by 30.0% and underlying cash conversion was 114%. Overall, the
Group delivered a strong performance and closed the year with another
record order book.
Continued progress was made in the year in relation to our sustainability
agenda, with our scope 1 and 2 emissions (market-based) reducing by a
further 10.6% year-on-year.
It is in this context that the Remuneration Committee has reviewed the
2025outturns.
Performance against the 2025 annual bonus and long-term incentive targets
isexplained in more detail on pages 75 and 78 but in summary:
- Annual bonus:
The annual bonus for 2025 was subject to EPS, operating cash flow and
strategic objective measures. As a result of the continuing strong financial
performance of the Group during 2025, which resulted in the EPS growth
and operating cash flow stretch targets being exceeded, both the EPS metric
and the operating cash flow metric will pay out in full. The Committee
carefully assessed the performance of the executive directors against the
common set of strategic, development, growth, safety, people, governance
and sustainability targets set at the beginning of the financial year and, as a
result of performance against the targets set, determined that 80% of the
maximum was payable.
Chemring Group PLC Annual report and accounts 2025 71
Strategic report Governance Financial statements
Performance for 2025 and remuneration outcomes continued
The total bonus payments for 2025 are therefore 96% of maximum for each
of the executive directors.
- LTIP awards made on 14 December 2022 (subject to performance over the three
years ended 31 October 2025):
The LTIP awards granted to the executive directors on 14 December 2022
were subject 50% to EPS targets, 30% to relative TSR targets and 20% to
targets on the reduction of scope 1 and scope 2 market-based emissions.
Based on EPS growth of circa 2.9% p.a. over the three-year performance
period, which was below the threshold target of 5% p.a., TSR performance
over the same period, placing Chemring above the upper quartile versus
thecomparator group (ranking circa 66th out of the 338 FTSE All Share
companies excluding investment trusts), and 29.6% reduction in scope 1
andscope 2 emissions over the performance period, these awards will
vestat 50% of the maximum.
The Committee is satisfied the remuneration policy has operated as intended
in relation to performance and remuneration outcomes for 2025, and did not
use any discretion. The Committee considered the impact of the share buyback
programme announced in February 2025 and concluded that this did not
impact the extent of achievement against the targets detailed above given the
level of out-performance achieved against the EPS performance targets in the
2025 annual bonus plan. In addition, in concluding that remuneration payments
overall and the policy have operated appropriately, the Committee considered
the bonuses payable across the Group, individual businesses’ performance and
the relativities between employees and executive directors in light of their roles
and potential impact on the Group performance (this included considering pay
ratios). The Committee noted the wider stakeholder experience, in particular
the Group’s TSR growth of 64% over 2025 and a total dividend payment of
8.0p in 2025, up 3% on the prior year.
Implementation of the policy for 2026
Following a review of base salaries in November 2025, the executive directors
will each receive a cost-of-living related salary increase of 3.5% of salary effective
1 January 2026. The rate of increase was in line with the average of budgeted
increases that were set by, and then agreed with, each of the Group’s UK
businesses for 2026.
Pension contributions for the executive directors will continue to be 7.5%
ofsalary, aligned with the majority practice across the UK workforce.
The annual bonus opportunity will continue to be 150% of salary for the
Group Chief Executive, and 125% of salary for the Chief Financial Officer
andthe Group Legal Director & Company Secretary. Performance measures
are unchanged for 2026, with 40% subject to EPS, 40% operating cash flow
and 20% common strategic objectives. The range of financial targets has
beenset taking into account market conditions in the defence sector.
Long-term incentive awards will be granted over 175% of salary for the each
of the executive directors. Performance measures will be subject 40% to EPS,
20% to operating cash conversion, 20% to relative TSR, and 20% to ESG metrics
related to scope 1 and scope 2 emissions. These metrics continue tobe the
key areas of focus for the Group. The range of financial targets, which include
a higher maximum EPS growth target for the 2026 award versus the targets
set in prior years, and carbon reduction targets has been set to be appropriately
challenging having had regard to internal plans and their execution risk in
addition to taking into account external market expectations for the Group’s
performance and forecast economic conditions over the three-year performance
period. Overall, the targets set for the LTIP awards are considered to be at least
as challenging as the targets set in prior years.
With regard to non-executive director fees, the base fee for the Chairman
and the other non-executive directors will be increased with effect from
1January 2026 at 3.5%, in line with the average budgeted increases set
bytheGroup’s UK businesses.
Employee pay and engagement
Given the nature of our operating model, which necessitates a level of
independence within our US operations, our salary management responses
during the year continued to vary by location based on our understanding
oflocal needs.
Outside of pay, as the designated non-executive director, I visited employees
in locations in the UK and the US to understand their perception of working
for Chemring and take their feedback for the Board. During these meetings,
which included front line employees, supervisors, and middle and senior
management, the topics covered included Chemring’s approach to governance,
including the workings of the Remuneration Committee, and how remuneration
links to strategy through the business. Participants in these discussions had
theopportunity to feedback on remuneration as well as wider employment
considerations and all feedback received was presented to the appropriate
business leadership, the relevant Board committees and the full Board. My role
supplements the wider employee engagement process at Chemring, which
includes regular all-hands meetings and team briefings and other business-specific
engagement tools. These processes ensure that we understand the employee
perspective and can take appropriate action aswedid during 2025.
Conclusion
I hope you will find this report helpful and informative, and that you
willsupport the resolution on the directors’ remuneration report at
ourforthcoming Annual General Meeting. Please do not hesitate to
contactmeonexecutive directors’ remuneration matters via Sarah Ellard,
GroupLegal Director & Company Secretary, at sarahe@chemring.co.uk.
Laurie Bowen
Chair of the Remuneration Committee
8 December 2025
DIRECTORS’ REMUNERATION REPORT continued
Remuneration overview continued
Chemring Group PLC Annual report and accounts 202572
Strategic report Governance Financial statements
2025 remuneration at a glance
Salary
Salary increases effective 1 January 2025 for the current executive directors were as follows:
- Michael Ord – 3.8% increase to £599,134
- James Mortensen – 12.2% increase to £415,000
- Sarah Ellard – 3.8% increase to £302,242
As detailed in the 2024 directors’ remuneration report, the above increase for the Chief Financial Officer in 2025 represented a one-off adjustment
toreflect his strong performance in post since appointment and his increased experience as a PLC Chief Financial Officer.
Annual bonus
Bonuses payable for 2025 performance as follows:
- Michael Ord – 144% of salary (£862,753)
- James Mortensen – 120% of salary (£498,000)
- Sarah Ellard – 120% of salary (£362,690)
Where executive directors have not met their shareholding requirements, 40% of the bonus is deferred for three years.
As the Group Chief Executive and the Group Legal Director & Company Secretary have met their shareholding requirements, 20%ofthe bonus
willbedeferred for three years.
Long-term
incentives
Awards granted
Awards made in December 2024, valued at 150% of salary, with EPS, operating cash conversion, TSR and emissions reduction performance conditions
measured over a three-year period, and a two-year holding period post vesting. Additional awards made inFebruary 2025, valued at 25% of salary and
subject to the same performance conditions, following approval of the new directors’ remuneration policy at the February 2025 Annual General Meeting.
Awards vesting
Awards made in December 2022 to the Group Chief Executive and the Group Legal Director & Company Secretary, which were subject to EPS,
TSRandemissions reduction performance conditions measured over the three years ended 31 October 2025, will vest at 50% of the maximum.
As part of the buy-out arrangements for the incentives the Chief Financial Officer waived on taking up his appointment with the
Group in November 2023, he received a share award in December 2023 which will vest in line with the vesting of the awards made inDecember 2022
under the performance share plan. Accordingly, this award will also vest at 50% of the maximum. Full details of his buy-out arrangements were disclosed
inthe 2023 directors’ remuneration report.
Shareholding
Shareholding guideline of 200% of base salary (both in and post-employment, with the post-employment guideline based on the lower ofthe guideline
andshares held on cessation of employment, which are held for two years).
Chairman and
non-executive
director fees
The Chairman was appointed on 1 October 2024, and his fee was set at £265,000. No increase was applied to his fee during the year.
Base fees for the non-executive directors increased by 3.8% effective 1 January 2025. Adjustments were also made to the fees paid to the non-executive
directors for their additional roles.
Long-term incentive plan outcome
This chart illustrates the total value of each of the long-term incentive plan
awards granted to the Group Chief Executive and the Group Legal Director
&Company Secretary on 14 December 2022, and the award granted to the
Chief Financial Officer on 13 December 2023, which will vest at 50% of the
maximum. The grant value is based on the share price on the grant date
andthe vesting value is calculated on the same basis as in the directors’
emoluments table on page 74.
Michael Ord
James Mortensen
1
Sarah Ellard
£0.0m
£0.50m
£1.0m
£1.5m
£2.0m
£2.5m
Total pay
£2,264k
£1,187k
£1,086k
Salary Pension and benefits Annual bonus LTIP
Michael Ord
James Mortensen
Sarah Ellard
£0.0m
£0.1m
£0.2m
£0.3m
£0.4m
£0.5m
£0.6m
£0.8m
£0.9m
£0.7m
Total bonus
£863k
£498k
£363k
Target (% of salary) Actual (% of salary) Maximum (% of salary)
125%
125%75% 120%
75% 120%
1 James Mortensen’s LTIP value relates to an award he received in lieu of one of the
incentives he forfeited on joining the Group (see page 78 for further details).
Grant £785k
Grant £265k
Grant £403k
Michael Ord
James Mortensen
Sarah Ellard
£0.0m
£0.1m
£0.2m
£0.3m
£0.4m
£0.5m
£0.6m
£0.7m
£0.8m
£0.9m
£1.0m
£1.1m
Estimated vesting value £739k
Estimated vesting value £230k
Estimated vesting value £379k
Value of shares vesting Accrued dividends
150%
144%90%
2025 remuneration year in summary
Executive directors’ total pay
This chart illustrates the total remuneration received by the
executive directors in 2025.
Annual bonus plan outcome
This chart illustrates the bonuses payable for performance in 2025. 80% of
the bonus amounts due to the Group Chief Executive and the Group Legal
Director & Company Secretary are payable in cash and 20% will be satisfied
byway of an award of shares deferred for three years. 60% of the bonus
amount due to the Chief Financial Officer is payable in cash and 40% will
besatisfied by an award of deferred shares.
Chemring Group PLC Annual report and accounts 2025 73
Strategic report Governance Financial statements
DIRECTORS’ REMUNERATION REPORT continued
Annual report on remuneration
This part of the report explains how the directors’ remuneration policy was implemented in 2025. The auditor has reported on certain sections of this report and stated
whether, in its opinion, those sections have been properly prepared in accordance with the Companies Act 2006. Those sections subject to audit are clearly indicated.
Directors’ emoluments (audited)
The emoluments of all the directors who served during the year are shown below:
Year
Salaries/
fees
£’000
Taxable
benefits
1
£’000
Pension
benefits
2
£’000
Total
fixed pay
£’000
Bonus
(cash and
deferred
shares)
3
£’000
LTIP
4
£’000
Other
5
£’000
Total
variable pay
£’000
Total
£’000
Executives
Michael Ord 2025 595 22 45 662 863 739 1,602 2,264
2024 574 22 43 639 663 831 1,494 2,133
James Mortensen
6
2025 407 21 31 459 498 230 728 1,187
2024 370 21 28 419 354 602 956 1,375
Sarah Ellard 2025 300 21 23 344 363 379 742 1,086
2024 289 20 22 331 279 445 724 1,055
Non-executives
Tony Wood
7
2025 265 265 265
2024 22 22 22
Carl-Peter Forster
8
2025 19 19 19
2024 224 224 224
Alpna Amar 2025 64 64 64
2024 61 61 61
Laurie Bowen
9
2025 85 85 85
2024 76 76 76
Andrew Davies
10
2025 18 18 18
2024 71 71 71
Stephen King
11
2025 75 75 75
2024 71 71 71
Fiona MacAulay
12
2025 72 72 72
2024 61 61 61
Pete Raby
13
2025 11 11 11
2024
Total remuneration 2025 1,911 64 99 2,074 1,724 1,118 230 3,072 5,146
2024 1,819 63 93 1,975 1,296 1,276 602 3,174 5,149
Notes:
1. Comprises an annual car allowance of £20,000 for Michael Ord and £19,350 for James Mortensen and Sarah Ellard, plus private medical insurance for each of the executive directors.
2. The executive directors receive a cash supplement of 7.5% of salary in lieu of occupational pension scheme membership.
3.
40% of the Chief Financial Officer’s bonus is delivered as an award of deferred shares. 20% of the 2025 bonus is delivered as an award of deferred shares for the Group Chief Executive
andthe Group Legal Director & Company Secretary as they have met their shareholding requirements.
4. The long-term incentive plan (LTIP) awards granted in December 2022 to the Group Chief Executive and the Group Legal Director & Company Secretary were based 50% on
EPS performance, 30% on TSR performance and 20% on carbon emissions reductions, all measured over the three years ended 31 October 2025. These awards will vest at 50%
of the maximum and their estimated values have been included in the 2025 emoluments based on the average share price over the three-month period ended 31October 2025,
equating to 557p per share. The share price on the date of grant of the December 2022 awards was 307p and therefore the amounts attributable to share price appreciation are
£319,670 for the Group Chief Executive and £163,920 for the Group Legal Director & Company Secretary. The value of accrued dividends on each award has also been included
inthe 2025 emoluments. The 2024 LTIP values have been restated based on the share price on the date of vesting of 314.5p.
5. James Mortensen received compensation and buy-out awards to provide compensation for the remuneration forfeited as a result of him taking up his appointment with the
Group. The buy-out awards set out in the table above for 2024 include compensation for his forfeited Smiths Group plc FY23 annual bonus totalling £156,987, replacement
sharesfor his vested FY20 Smiths Group plc LTIP totalling £186,333 and his replacement FY21 Smiths Group plc LTIP totalling £258,916 (based on the share price on the date
ofvesting of 314.5p). For 2025, the value reflects his replacement FY22 Smiths Group plc LTIP totalling £230,308, which will vest subject to the same performance conditions
asthe December2022 LTIP awards set out in note 4. Further details of Mr Mortensen’s buy out arrangements can be found in the 2023 directors’ remuneration report.
6. James Mortensen joined the Board on 1 November 2023 as Chief Financial Officer designate and was appointed Chief Financial Officer on 1 January 2024.
7. Tony Wood joined the Board as a non-executive director and Chairman-designate on 1 October 2024 and was appointed Chairman on 1 December 2024. His base fee from
appointment was set at £265,000.
Chemring Group PLC Annual report and accounts 202574
Strategic report Governance Financial statements
8. Carl-Peter Forster retired from the Board and as Chairman on 30 November 2024.
9. Laurie Bowen received an additional fee of £10,000 per annum for her appointment as Chair of the Remuneration Committee and an additional fee of £5,000 per annum in
respect of her appointment as the non-executive director responsible for employee engagement until 31 December 2024. These additional fees were increased to £12,000
and£10,000 respectively with effect from 1 January 2025.
10. Andrew Davies received an additional fee of £10,000 per annum for his appointment as Senior Independent Director until 31 December 2024. The fee was increased to £12,000
with effect from 1 January 2025. Mr Davies retired as a non-executive director on 31 January 2025.
11. Stephen King received an additional fee of £10,000 per annum for his appointment as Chairman of the Audit Committee until 31 December 2024. The fee was increased to
£12,000 with effect from 1 January 2025.
12. Fiona MacAulay received an additional fee of £12,000 per annum for her appointment as Senior Independent Director with effect from 1 February 2025.
13. Pete Raby was appointed as a non-executive director on 1 September 2025.
14. For the purposes of the Companies Act 2006, total remuneration in respect of qualifying services was £3.0m (2024: £2.8m), total gains on exercise of share options was £0.573m
(2024: £1.8m), total contributions to pension schemes was £0.1m (2024: £0.1m) and the number of directors accruing retirement benefits in respect of qualifying services was
three (2024: four), for the year ended 31 October 2025.
Amounts shown above in the salaries and fees column relate to base salary in the case of executive directors and fees in the case of non-executive directors.
Base salary and benefits paid during the year (audited)
Salaries for the executive directors were reviewed in November 2024, and increases were approved by the Remuneration Committee effective 1 January 2025.
The 3.8% increases awarded to Michael Ord and Sarah Ellard were consistent with the average budgeted increase across the UK businesses. The increase
awarded to James Mortensen, as detailed in the 2024 directors’ remuneration report, reflected the fact that he was appointed on a salary below that of his
predecessor and recognised his increased experience in post and market rates of pay for comparable roles in similar sized companies.
The salaries of the executive directors during the year were therefore as follows:
Executive
Annual salary from
1 November 2024 to
31 December 2024
Annual salary from
1 January 2025 to
31 October 2025
Michael Ord £577,200 £599,134
James Mortensen £370,000 £415,000
Sarah Ellard £291,177 £302,242
Michael Ord receives a cash allowance of £20,000 per annum in lieu of a company car and the other executive directors receive a cash allowance of £19,350
perannum.
Details of variable pay opportunity in the year
Annual bonus (audited)
80% of the annual bonus opportunity for 2025 was based on financial targets (namely earnings per share and operating cash flow), with 20% based on strategic
objectives. No bonus is payable in respect of the strategic objectives unless the Committee is satisfied that this is justified by the Group’s underlying performance,
including inter alia levels of profitability and cash flow, as well as health and safety performance.
The Committee has consistently set challenging targets for the achievement of maximum bonuses. The financial targets for the 2025 bonus plan, compared with
actual performance (adjusted to reflect budgeted foreign exchange rates as per the plan rules), were as follows:
Weighting
(80% of overall bonus) Performance
Payout
(% of element) Target Actual
Payout achieved
(% of element)
Underlying diluted earnings per share
(continuing operations)
50% Threshold
Target
Stretch
0%
50%
100%
17.5p
18.4p
19.3p
19.5p 100%
Underlying operating cash flow
(continuing operations)
50% Threshold
Target
Stretch
0%
50%
100%
£85.7m
£90.2m
£94.7m
£111.2m 100%
Chemring Group PLC Annual report and accounts 2025 75
Strategic report Governance Financial statements
Details of variable pay opportunity in the year continued
Annual bonus (audited) continued
The strategic objectives set in respect of the 2025 bonus plan were set on a consistent basis across the executive directors, members of the Executive
Committee and each of the business unit leaders, focused as appropriate on their respective businesses. Details of the key achievements of the executive
directors against the strategic objectives are set out below:
Category Strategic objective target Performance against targets
Environmental, Social
andGovernance (ESG)
(30% weighting with 20% of
the 30% allocated to safety
and the other measures
equally weighted)
Safety
- Maintain the Group’s process safety event (level 2
and 3) rate below 2.0 and an associated personnel
exposure rate below 1.5.
- Maintain the Group’s total recordable injury
frequency rate below 0.9.
- Baseline a year-by-year plan for each site to verify
aproactive safety culture.
- Process safety event (level 2 and 3) rate of 1.89 (2024: 2.09) against
atargeted limit of 2.0. Personnel exposure rate of 1.64 (2024: not applicable)
against a targeted limit of 1.5.
- Total recordable injury frequency rate of 0.48 (2024: 0.69) against
atargeted limit of 0.9.
- Two-stage plan agreed for each site to embed a solid highcalculative
safety culture and develop a proactive culture thereafter.
Achieved at 75% of maximum in light of the personnel exposure
rate exceeding the targeted limit.
Environmental sustainability
- Reduce Group scope 1 and 2 emissions year-on-
year by aminimum of 10%.
- Group scope 1 and 2 emissions reduced by 10.6% (2024: 13%)
andindependently verified by ERM. Progress delivered against
(i)electrification of the business; (ii) energy efficiency improvements;
and(iii) renewable energy sourcing.
Achieved in full.
People
- Continued implementation of action plans to
improve gender diversity to support delivery of
theGroup’s goal of increasing the proportion of
women in senior roles to no less than 33% by 2027.
- Review the effectiveness of the Group’s
values-based culture and define changes to
maximise Group identity and competitiveness.
- The objective relating to the Group’s gender diversity target was
retired in April 2025 in response to the change in the approach to
DE&I in the US which impacted the US businesses. The percentage
offemales in senior leadership roles in April 2025 was 32%, with
theCompany well ahead of the trajectory to meet the original
targetof 33% by 2027.
- Group-wide Employee Value Proposition developed, which will be
linked to external branding in 2026.
- Options for Group-wide culture and values survey developed,
whichwill be rolled out in 2026.
Achieved in full.
Governance
- Implement action plans to ensure a robust
Group-wide physical and cyber security posture
tosafeguard our people, property, information
andtechnology.
- Ongoing implementation of the Chemring Information Protection Standard.
- Completed external audits of UK and US cyber security arrangements.
- Cyber incident response planning further evolved. Cyber security training
provided to employees, together with regular phishing exercises.
Achieved in full.
Group performance
anddevelopment
(70% weighting with 20% of
the 70% allocated to Group
strategy and the other
measures equally weighted)
Group strategy
- Develop Group strategy with specific emphasis
onEnergetics growth, Roke growth and US
strategic options.
- Enhance the Group’s corporate development
processes and develop the Group’s inorganic pipeline.
- Review portfolio-level strategic options.
- Reassess future strategic opportunities
fortheCountermeasures businesses.
- Progress the capture of the JBTDS full rate
production contract.
- Updated Group strategy presented to the Board in July 2025
andstrategic actions reviewed regularly throughout the year.
- Group M&A process formalised.
- Group inorganic pipeline developed further with principal focus
onRoke and Chemring Energetic Devices.
- Regular inbound M&A opportunities addressed on a case-by-case basis.
- Progressed sale of Alloy Surfaces Company, Inc.
- Completed review of wider market opportunities
forChemringAustralia.
- JBTDS is expected to transition to full rate production in 2026.
Progress continues to be made with the US DoD customer to shape
the ramp-up and delivery options, and funding has been secured for
long lead-time items.
Achieved in full.
DIRECTORS’ REMUNERATION REPORT continued
Annual report onremuneration continued
Chemring Group PLC Annual report and accounts 202576
Strategic report Governance Financial statements
Category Strategic objective target Performance against targets
Group performance
anddevelopment continued
(70% weighting with 20% of
the 70% allocated to Group
strategy and the other
measures equally weighted)
Performance
- Improve operational performance of Kilgore and
optimise the future structure of the business.
- Progressed production ramp-up in the automated facility.
- Completed production under historical loss-making contracts.
- Appointed new leadership team and implemented revised
organisational structure.
- Developed future business strategy for Kilgore and site
infrastructureplans.
Achieved at 25% of maximum in light of ongoing efforts
toimprove the financial performance of Kilgore.
Deliver Chemring Nobel growth plan
- Execution of capacity expansion projects.
- Establish blending capability in Germany.
- Progress feasibility studies for potential new
greenfield facility in Norway.
- Capacity expansion projects remain on track to meet future
businessrequirements.
- Blending facility being established in Germany in conjunction
withalocal partner.
- Further expansion opportunities in Europe under review.
- The feasibility study for the potential new Norwegian greenfield
facility is proceeding to the second phase.
Achieved at 25% of maximum in light of schedule delays
oncertain of the capital expansion projects.
Deliver Roke growth plan
- Maintain short-term operational performance.
- Mature the inorganic growth opportunity pipeline
and deliver bolt-on M&A strategy.
- New logistics facility at Romsey completed.
- Completed the acquisition of Landguard Systems.
- Additional potential bolt-on acquisition opportunities reviewed.
Achieved in full.
Deliver Chemring Energetics UK growth plan
- Execution of new propellant facility project and
grow the order book for the new facility.
- Progress organic growth opportunities in response
to evolving UK sovereign supply chain requirements.
- New propellant facility programme proceeding in line with schedule
and budget, and has moved into the commissioningphase.
- Initial feasibility study completed on the potential establishment
ofaUK on-shore energetic materials facility.
- Continued engagement with the UK Ministry of Defence
andindustrypartners on other UK growth opportunities.
Achieved in full.
Deliver Chemring Energetic Devices and US
space and missiles growth plan
- Mobilise operational plan for additional facilities.
- Manage leadership transition.
- Mature the inorganic growth opportunity pipeline.
- Both facilities are in operation and continue to optimise production
capacity and processes.
- Appointed new leadership and implemented revised
organisationalstructure.
- External resource engaged to undertake a review of potential
inorganic growth opportunities in the space and missiles markets
inthe UK, Europe and the US.
- Potential bolt-on acquisition opportunities reviewed.
Achieved in full.
The Committee assesses performance against the targets using both qualitative and quantitative data. The above reflects a full summary of the targets set
andachievements delivered within the bounds of commercial confidentiality. Based on the overall performance against the ten strategic targets detailed,
theCommittee determined that the targets had been met at 80% of the maximum.
Based on the above performance, bonuses are payable to the executive directors under the 2025 bonus plan as follows (audited).
Executive
Maximum bonus
(% of salary)
Bonus paid in respect of
financial targets (% of salary)
Bonus paid in respect of
strategic objectives (% of salary)
Total bonus
payment
1
Michael Ord 150% 120% 24% £862,753
James Mortensen 125% 100% 20% £498,000
Sarah Ellard 125% 100% 20% £362,690
Note:
1. 20% of the bonuses payable to the Group Chief Executive and the Group Legal Director & Company Secretary and 40% of the bonus payable to the Chief Financial Officer
aresatisfied by way of an award of deferred shares, vesting of which is subject only to continued service over a period of three years.
The Committee reviewed the outcomes in light of broader company and individual performance and the stakeholder experience during the year and was
satisfied that no discretion was necessary.
Chemring Group PLC Annual report and accounts 2025 77
Strategic report Governance Financial statements
Details of variable pay opportunity in the year continued
Deferred bonus shares granted during the year in respect of the 2024 bonus
Details of the deferred bonus share awards granted on 17 December 2024 in relation to the bonus for the year ended 31 October 2024 are set out in the table
below. The awards will normally vest subject to continued employment in three years.
Executive Date of grant Shares awarded Face value of award
1
Michael Ord 17 December 2024 84,262 £265,004
James Mortensen 17 December 2024 45,011 £141,560
Sarah Ellard 17 December 2024 35,422 £111,402
Note:
1. Value based on the closing share price of 314.5p on the date of grant.
Long-term incentive plan (audited)
Vesting of December 2022 performance share plan awards
The performance share plan awards granted to the executive directors on 14 December 2022 were made subject to the following performance conditions:
Measure
Threshold vesting
(25% vests)
Full vesting
(100% vests)
Total compound EPS growth per annum over the three financial years ended 31 October 2025
(50%ofaward)
5% p.a. 10% p.a.
Rank of the Company’s TSR against the TSR of the members of the comparator group over the three
financial years ended 31 October 2025 (30% of award)
Median ranking Upper quartile ranking
Reduction in scope 1 and scope 2 emissions (market-based) over the three financial years ended
31October 2025 (20% of award) 15% 25%
The Group’s compound EPS growth on continuing operations over the three financial years ended 31 October 2025 was 2.9% p.a. and the part of the award subject
to the EPS measure will therefore lapse in full. The Company’s TSR over the same performance period was 91.6% against a median TSR of 23.7% for the comparator
group, ranking the Group at 66.3 out of 338, and therefore the TSR part of the award will vest in full. TheGroup’s scope 1 and scope 2 emissions reduced by 29.6%
over the performance period and therefore the emissions-related part of the award will vest in full.
Details of the awards granted to the executive directors on 14 December 2022 are provided below (audited):
Executive Normal vesting date
Number of shares
at grant
Number of
shares to vest
Number of
shares to lapse
Michael Ord 14 December 2025 255,737 127,868 127,869
Sarah Ellard 14 December 2025 131,137 65,568 65,569
Executive
Value of shares
to vest
Value of accrued
dividends
Total value of
awards to vest
1
Michael Ord £712,225 £27,108 £739,333
Sarah Ellard £365,214 £13,900 £379,114
Note:
1. Value estimated based on the average closing share price of 557p over the three-month period ended 31 October 2025.
As part of the buy-out arrangements for the current Chief Financial Officer, he received a conditional award over 79,665 shares in December 2023, which will
vest in line with the vesting of the awards made to the other executive directors in December 2022 under the performance share plan. Accordingly, this award
will also vest at 50% of the maximum, equating to 39,832 shares vesting on 14 December 2025. The value of the award is shown below (audited):
Executive
Value of shares
to vest
Value of accrued
dividends
Total value of
awards to vest
1
James Mortensen £221,864 £8,444 £230,308
Note:
1. Value estimated based on the average closing share price of 557p over the three-month period ended 31 October 2025.
Long-term incentive plan awards granted in the year
The following conditional awards of shares were granted to the executive directors under the performance share plan and the new long-term incentive plan
which replaced it during the year:
Executive Date of grant Value of award
Closing share price
on date of grant
Number
of conditional
shares awarded Face value
% that vests
at threshold
Michael Ord 18 December 2024 150% of salary 322p 275,294 £886,446 25%
27 February 2025 25% of salary 376p 38,904 £146,279 25%
James Mortensen 18 December 2024 150% of salary 322p 176,470 £568,233 25%
27 February 2025 25% of salary 376p 26,948 £101,324 25%
Sarah Ellard 18 December 2024 150% of salary 322p 138,876 £447,181 25%
27 February 2025 25% of salary 376p 19,626 £73,794 25%
DIRECTORS’ REMUNERATION REPORT continued
Annual report onremuneration continued
Chemring Group PLC Annual report and accounts 202578
Strategic report Governance Financial statements
The performance conditions applying to the awards will be measured over three financial years commencing 1 November 2024 as follows:
Performance measure Weighting
Threshold target
(25% vesting)
Maximum target
(100% vesting)
Compound EPS growth 40% 5% p.a. 10 % p.a.
Average operating cash conversion 20% 80% 100%
Relative TSR against the TSR of the FTSE All-Share (excluding investment trusts) 20% Median Upper quartile
Reduction in scope 1 and scope 2 emissions (market-based) 20% 15% 25%
Any shares that vest in respect of the December 2024 and February 2025 awards will be subject to a two-year holding period (after allowing for the sale of
sufficient shares to meet the tax and national insurance liability arising on vesting).
Pension (audited)
The following table sets out the pension benefits earned by the executive directors during the year. Only Sarah Ellard previously accrued benefits during her
former membership of the Chemring Group Staff Pension Scheme.
Executive
Cash in lieu of
pension
contributions
£’000
Total benefit accrued at
31 October 2024
Transfer value
of accrued
benefit at
31 October
2024
£’000
Total benefit accrued at
31 October 2025
Transfer value
of accrued
benefit at
31 October
2025
£’000
Increase in
transfer value
during year
(less members’
contributions)
£’000
Value of
benefit
for single
figure
£’000
Pension
£’000 p.a.
Cash
£’000
Pension
£’000 p.a.
Cash
£’000
Michael Ord 45 45
James Mortensen 31 31
Sarah Ellard 23 24 72 461 24 72 461 23
Notes:
1. A cash supplement of 7.5% of base salary is paid to each of the executive directors in lieu of pension contributions.
2. Transfer values represent liabilities of the applicable scheme, and do not represent sums paid to individuals.
3. Transfer values have been calculated in accordance with the Occupational Pension Scheme (Transfer Value) Regulations 1996.
4. Sarah Ellard left pensionable service on 6 April 2010 and therefore has not accrued additional pension over the year. The accrued benefits shown are the benefits at the date of exit.
5. The scheme provided pension at a rate of 1/80th of final pensionable salary plus a cash lump sum of 3/80ths for each year of membership. Final pensionable salary was capped at
the HMRC notional earnings cap, and the scheme assumed a normal retirement age of 65. Early retirement is permissible from age 55 but accrued benefits are reduced accordingly
using the early retirement factors in force at the date of early retirement.
Payments to past directors and payments for loss of office
As detailed in the 2023 directors’ remuneration report, Andrew Lewis retired and stepped down as Chief Financial Officer and as a director of the Company
on31December 2023 but remained an employee of the Company until 19 January 2024. Mr Lewis retained his December 2022 LTIP award, pro-rated, and as a
result of performance set out in this report, 33,775 shares will vest in January 2026 and a two-year post-vesting holding period will apply. Thevalue of the shares
vesting, together with accrued dividends is £195,287 based on the average closing share price of 557p over the three-month period ended 31 October 2025.
No payments for loss of office were made to directors during the year.
Remuneration in the wider workforce
In addition to determining the remuneration arrangements for the executive directors, the Committee considers and approves the base salaries for eight senior
executives, excluding those based in the US. The Committee also receives information on general pay levels and policies across the Group. The Committee,
therefore, has due regard to salary levels across the Group in applying its remuneration policy.
The Group comprises a number of businesses, some of which have been developed through organic growth, others of which have been acquired over time.
Asaresult, there are diverse remuneration arrangements in place across the Group. An example of this is pension provision, where contributions range from
6%to 20% of salary depending on location and length of service. Where possible the business aims to consolidate and normalise its remuneration approach,
particularly in relation to fixed pay arrangements, taking into account regional and sector-related variations.
In the US, the US Board has established a Compensation Committee to set the remuneration arrangements for the senior leadership of the US businesses,
inaccordance with the requirements of our Special Security Agreement with the US Government. The US Compensation Committee consults with the
Remuneration Committee where appropriate.
The annual bonus plan for the senior leadership is typically operated for around 80 employees and works in a similar fashion to that for the executive directors,
albeit with greater focus on business unit performance where appropriate. Therefore, overall bonus outcomes maintain a level of consistency with Group level
performance but allow for differentiated outcomes based on business unit and individual performance.
Below Board, the long-term incentive plan is also operated, in order to allow us to recruit and retain the best talent. Employees who are considered to have
adirect influence on Group level performance participate in this plan and in 2025 this included 56 employees.
All UK employees are encouraged to participate in the UK Sharesave Plan. At present over 500 employees participate in the UK Sharesave Plan.
Chemring Group PLC Annual report and accounts 2025 79
Strategic report Governance Financial statements
Directors’ shareholdings (audited)
Shareholding guidelines apply to executive directors during employment and post cessation of employment. Executive directors are expected to build up and
maintain a shareholding in the Company equivalent to 200% of base salary, by retaining at least 50% of after-tax vested LTIP awards until such time as the guidelines
have been met. The executive directors are also required to hold shares to the value of the shareholding guideline (i.e. 200% of base salary or their existing
shareholding if lower at the time) for two years post-cessation of employment. The shareholding will be assessed at the time of stepping down from the Board.
The interests of the directors in the ordinary shares of the Company at 31 October 2025, or at the date of cessation of their appointment if earlier, are shown
below. All are beneficial holdings.
Executive
Legally
owned
(number
of shares)
Value of
owned
shares as %
of salary
1
Guideline
met
Unvested and subject to performance conditions
under the long-term incentive plan
Deferred
bonus share
awards
Sharesave
options
(unvested)
Dec 2022
award
Dec 2023
award
Dec 2024/
Feb 2025
award
Total at
31 October
2025
Michael Ord 505,522 626% Ye s 255,737 255,368 314,198 825,303 280,365 7,894
James Mortensen 79,686 143% No 79,6652 170,245 203,418 453,328 45,011 5,983
Sarah Ellard 233,000 561% Ye s 131,137 128,824 158,502 418,463 118,556 7,894
Tony Wood 15,000
Carl-Peter Forster
3
30,000
Alpna Amar
Laurie Bowen 15,000
Andrew Davies
4
Stephen King 130,500
Fiona MacAulay
Pete Raby 6,000
Notes:
1. Based on the number of shares legally owned, outstanding deferred bonus share awards (post-tax), prevailing base salary and share price of 573p at 31 October 2025.
2. These awards were made to James Mortensen in December 2023 as part of the buy-out of his previous incentive arrangements.
3. Carl-Peter Forster’s shareholdings are shown as at the date of his retirement from the Board on 30 November 2025.
4. Andrew Davies retired from the Board on 31 January 2025. He held no shares as that date.
The directors’ share interests at 31 October 2025 include shares held by the directors’ connected persons, if any, as required by the Regulations.
Therehavebeen no changes to the directors’ interests in shares since 31 October 2025.
Outstanding long-term incentive awards (audited)
Executive
At
1 November
2024
Number of shares under award
Normal date
of vesting
Closing
share price on
date of grant (pence)
Awarded
during
the year
Lapsed
during
the year
Vested
during
the year
At
31 October
2025
Michael Ord
255,555 (6,057) (249,498) 15 December 2024 286.5
255,737 255,737
1
14 December 2025 307.0
255,368 255,368 13 December 2026 333.0
275,294 275,294 18 December 2027 322.0
38,904 38,904 18 December 2027 376.0
766,660 314,198 (6,057) (249,498) 825,303
James Mortensen
79,665
2
(1,889) (77,776) 15 December 2024 333.0
79,665
2
79,665
1
14 December 2025 333.0
170,245 170,245 13 December 2026 333.0
176,470 176,470 18 December 2027 322.0
26,948 26,948 18 December 2027 376.0
329,575 203,418 (1,889) (77,776) 453,328
Sarah Ellard
136,973 (3,247) (133,726) 15 December 2024 286.5
131,137 131,137
1
14 December 2025 307.0
128,824 128,824 13 December 2026 333.0
138,876 138,876 18 December 2027 322.0
19,626 19,626 18 December 2027 376.0
396,934 158,502 (3,247) (133,726) 418,463
Notes:
1. As explained above, these awards will at 50% of the maximum on 14 December 2025.
2. These awards were made to James Mortensen in December 2023 as part of the buy-out of his previous incentive arrangements.
DIRECTORS’ REMUNERATION REPORT continued
Additional statutory information
onremunerationarrangements
Chemring Group PLC Annual report and accounts 202580
Strategic report Governance Financial statements
Performance conditions for outstanding long-term incentive awards
Date of award
Executive directors’
award values Performance period Measure
Threshold target
(25% vesting)
Maximum target
(100% vesting)
13 December 2023 150% of salary
Three financial
years ended
31October 2026
Total compound EPS growth per annum (50% of award) 5% p.a. 10% p.a.
Rank of the Company’s TSR against the TSR of the FTSE All-Share
(excluding investment trusts) (30% of award)
Median
ranking
Upper quartile
ranking
Reduction in scope 1 and scope 2 emissions (market-based)
(20% of award)
15% 25%
18 December 2024 150% of salary
Three financial
years ended
31October 2027
Total compound EPS growth per annum (40%of award) 5% p.a. 10% p.a.
Average operating cash conversion (20%ofaward) 80% 100%
27 February 2025 25% of salary
Rank of the Company’s TSR against the TSR of the FTSE All-Share
(excluding investment trusts) (20% of award)
Median
ranking
Upper quartile
ranking
Reduction in scope 1 and scope 2 emissions (market-based)
(20% of award)
15% 25%
Outstanding deferred bonus share awards (audited)
Executive
Number of shares under award
Date of
vesting
Closing
share price on
date of grant (pence)
At 1 November
2024
Awarded during
the year
Lapsed during
the year
Vested during
the year
At 31 October
2025
Michael Ord
83,481 (83,481) 17 December 2024 283.5
100,249 100,249 13 December 2025 305.0
95,854 95,854 12 December 2026 326.0
84,262 84,262 17 December 2027 314.5
279,584 84,262 (83,481) 280,365
James Mortensen
45,011 45,011 17 December 2027 314.5
45,011 45,011
Sarah Ellard
35,795 (35,795) 17 December 2024 283.5
42,838 42,838 13 December 2025 305.0
40,296 40,296 12 December 2026 326.0
35,422 35,422 17 December 2027 314.5
118,929 35,422 (35,795) 118,556
Outstanding Sharesave options (audited)
Executive
At 1 November
2024
Number of shares under award
Exercise
price
Exercise
date
Awarded
during
the year
Lapsed
during
the year
Exercised
during
the year
At 31 October
2025
Michael Ord 7,894 7,894 228p 1 October 2026 –
31 March 2027
James Mortensen 5,983 5,983 310p 1 October 2027 –
31 March 2028
Sarah Ellard 7,894 7,894 228p 1 October 2026 –
31 March 2027
Chemring Group PLC Annual report and accounts 2025 81
Strategic report Governance Financial statements
Total shareholder return performance graph
The following graph shows the Company’s cumulative TSR over the last ten financial years relative to the FTSE 250 Index. The FTSE 250 has been selected by
the Committee for this comparison because it provides the most appropriate measure of performance of listed companies of a similar size to the Company.
The graph shows the value, by 31 October 2025, of £100 invested in Chemring Group PLC on 31 October 2015 compared with the value of £100 invested
inthe FTSE 250. The other points are the values at intervening financial year ends.
DIRECTORS’ REMUNERATION REPORT continued
Additional statutory information onremuneration arrangements continued
Chief Executive’s remuneration table
The total remuneration figures for the Group Chief Executive during each of the last ten financial years are shown in the table below. Michael Ord replaced
Michael Flowers as Group Chief Executive on 1 July 2018.
The total remuneration figure for 2018 includes a full year’s salary and benefits for Michael Flowers.
The total remuneration figure for each year includes the annual bonus based on that year’s performance and, where applicable, vested LTIP awards based on the
three-year performance period ending in the relevant year. The annual bonus payout and LTIP award vesting level as a percentage of the maximum opportunity
are also shown for each of these years.
Michael Flowers
Michael Flowers/
Michael Ord Michael Ord
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Total remuneration (£’000) 855 831 969 1,021 1,045 3,583 2,313 1,947 2,133 2,264
Annual bonus (% of maximum) 68.3% 59.5% 0% 98% 98% 98% 98% 93.84% 76.7% 96%
LTIP awards vesting
(% of maximum) 0% 0% 35% 0% 0%
86.4%/
100% 100% 71.85% 97.63% 50%
Chemring FTSE 250
£300
£350
£400
£450
£500
£250
£200
£150
£100
£50
£0
31 Oct 15 31 Oct 16 31 Oct 17 31 Oct 18 31 Oct 19 31 Oct 20 31 Oct 21 31 Oct 22 31 Oct 23 31 Oct 24 31 Oc
t 25
Source: Refinitiv Datastream
Chemring Group PLC Annual report and accounts 202582
Strategic report Governance Financial statements
Percentage change in the directors’ remuneration
The table below shows the annual percentage change in the total remuneration (excluding the value of any LTIP awards and pension benefits receivable in the year)
foreach of the directors between the 2020 and 2025 financial years, compared to that of the average for all eligible employees of the Group.
2020 vs 2021 2021 vs 2022 2022 vs 2023 2023 vs 2024 2024 vs 2025
Salary Benefits
Annual
bonus Salary Benefits
Annual
bonus Salary Benefits
Annual
bonus Salary Benefits
Annual
bonus Salary Benefits
Annual
bonus
Group Chief Executive 8.2% 6.8% 6.8% 6.8% 0.0% 29.1% 6.8% 0.0% 2.2% 4.6% 4.8% (15.1%) 3.7% 0.0% 30.0%
Chief Financial Officer 4.6% 4.5% 4.5% 4.5% 0.0% 28.7% 4.5% 5.0% 0.4% N/A N/A N/A 10.0% 0.0% 41.0%
Group Legal Director &
CompanySecretary 14.7%
2
4.9% 4.9% 4.9% 0.0% 28.7% 4.9% 0.0% 0.3% 4.0% 2.4% (14.9%) 3.8% 5.0% 31.0%
Tony Wood N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
3
N/A N/A N/A
3
N/A N/A
Carl-Peter Forster 0.0% N/A N/A 4.9% N/A N/A 4.9% N/A N/A 4.2% N/A N/A N/A
4
N/A N/A
Alpna Amar N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
5
N/A N/A 4.9% N/A N/A
Laurie Bowen 11.3%
6
N/A N/A 4.2% N/A N/A 4.2% N/A N/A 2.7% N/A N/A 11.8% N/A N/A
Andrew Davies 8.6%
7
N/A N/A 4.5% N/A N/A 4.5% N/A N/A 2.9% N/A N/A N/A
8
N/A N/A
Stephen King 0.0% N/A N/A 4.5% N/A N/A 4.5% N/A N/A 2.9% N/A N/A 5.6% N/A N/A
Fiona MacAulay N/A
9
N/A N/A 5.4% N/A N/A 5.4% N/A N/A 3.4% N/A N/A 18.0%
10
N/A N/A
Pete Raby N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
11
N/A N/A
Average of other employees 5.2% 5.2% 34.8% 3.2% (18.0%) 5.0% 3.9% (0.7%) (6.9%) 3.8% (7.5%) 9.6% (0.1%) (5.4%) (20.2%)
Notes:
1. The Chief Financial Officer’s remuneration for 2024 comprises remuneration for Andrew Lewis until 31 December 2023 and remuneration for James Mortensen from
1January2024.
2. The Group Legal Director & Company Secretary’s salary was increased pro-rata to reflect her resumption of full-time working hours with effect from 1 November 2020.
3. Tony Wood was appointed as a non-executive director on 1 October 2024.
4. Carl-Peter Forster retired as a director on 30 November 2024.
5. Alpna Amar was appointed as a non-executive director on 13 June 2023.
6. The percentage increase in the fees paid to Laurie Bowen between 2020 and 2021 reflects the additional fees paid to her following her appointment as Chair of the Remuneration
Committee on 4 March 2020 and the fee paid to her as the non-executive director with responsibility for employee engagement from 1 January 2021.
7. The percentage increase in the fees paid to Andrew Davies between 2020 and 2021 reflects the additional fees paid to him as Senior Independent Director from 1 January 2021.
8. Andrew Davies retired as a director on 31 January 2025.
9. Fiona MacAulay was appointed as a non-executive director on 3 June 2020. Non-executive directors’ fees did not increase between 2020 and 2021.
10. The percentage increase in the fees paid to Fiona MacAulay 2024 and 2025 reflects the additional fees paid to her as Senior Independent Director from 1 February 2025.
11. Pete Raby was appointed as a non-executive director on 1 September 2025.
Chemring Group PLC Annual report and accounts 2025 83
Strategic report Governance Financial statements
Chief Executive’s pay ratio
The table below shows how the Group Chief Executive’s single remuneration figure from the 2025 financial year compares to equivalent single figure
remuneration for full-time equivalent UK employees ranked at the 25th, 50th and 75th percentile.
The Committee considered the calculation approaches as set out in the Regulations and elected to use Method A, as it is considered to be the most appropriate
and robust way to calculate the ratio. The calculation was based on:
- actual base salary, benefits, bonus and long-term incentive awards for the year ended 31 October 2025 for UK employees as at 31 October 2025, with salaries
for part-time employees annualised on a full-time equivalent basis to allow equal comparisons; and
- employer pension contributions.
No components of pay and benefits were omitted for the purpose of the calculations; however, joiners and leavers during the year were excluded from
thecalculations.
Total remuneration
Year Methodology
25
th
percentile
(lower quartile)
pay ratio
50
th
percentile
(median)
pay ratio
75
th
percentile
(upper quartile)
pay ratio
2025 Method A 65.9 42.3 27.3
2024 Method A 62.3 42.8 27.7
2023 Method A 57.1 37.2 23.7
2022 Method A 68.3 46.8 29.7
2021 Method A 116.3 76.1 49.2
2020 Method A 39.9 25.0 15.8
Salary Total remuneration
Year 25
th
percentile 50
th
percentile 75
th
percentile 25
th
percentile 50
th
percentile 75
th
percentile
2025 £31,013 £50,000 £64,320 £34,374 £53,500 £82,802
The Committee is mindful that pay ratios, however calculated, are a useful reference point but cannot be considered in isolation. Any movement in ratios will be
reviewed by the Committee to understand the causes and longer-term trends will be monitored.
The pay ratios increased in 2021 as a result of, exceptionally, the inclusion of two LTIP awards vesting in relation to the year. One of the LTIP awards related to
aone-off award granted to the Group Chief Executive on appointment, which vested at 86.4% of maximum, and the second LTIP award related to the normal
LTIP grant, which vested at 100% of maximum. For 2022, there was only one LTIP award included in the Group Chief Executive’s total single figure of remuneration,
which vested in full. Whilst the Group Chief Executive also received a salary increase for 2022 and an increase to his annual bonus entitlement, in 2022 the pay
ratio decreased primarily as a result of the total LTIP value reducing during the year. The pay ratio reduced further in 2023 as the Group Chief Executive’s LTIP
award did not vest in full and his overall remuneration in 2023 was lower than in 2022. In 2024, the pay ratio increased principally as the result of the Chief
Executive’s LTIP award vesting at a higher level. In 2025, the pay ratio remained broadly unchanged.
The reward policies and practices across the Group are considered by the Committee in the design process and implementation of the remuneration policy each
year for the executive directors. On this basis, the Committee is satisfied that the median pay ratio is consistent with the pay, reward and progression policies
against all employees.
Relative importance of spend on pay
The following table shows the Company’s actual spend on pay (for all employees) relative to dividends and retained profits:
2025
£m
2024
£m % change
Staff costs 198.0 189.1 4.7%
Dividends 21.5 19.6 9.7%
Retained profits 78.5 52.3 50.1%
The dividends figures relate to amounts payable in respect of the relevant financial year.
Retained profits reflect the underlying success of the Group and the profit generated in the relevant financial year.
Advisers to the Remuneration Committee
Korn Ferry were appointed by the Remuneration Committee to advise on remuneration and incentive plan related matters from 4 March 2021. Korn Ferry
isasignatory to the Remuneration Consultants’ Group Code of Conduct and the Committee considers Korn Ferry’s advice to be independent and objective.
TheCommittee has reviewed the nature of the services provided by Korn Ferry and is satisfied that no conflict of interest exists in the provision of these services.
The Company received no other services from Korn Ferry during the year. The total fees paid to Korn Ferry in respect of the services to the Committee during
the year were £79,573 (2024: £58,455). Fees were determined based on the scope and nature of the projects undertaken for the Committee.
The Committee reviews the performance and independence of its advisers on an annual basis.
The Committee consults internally with the Group Chief Executive (Michael Ord) and the Group Legal Director & Company Secretary (Sarah Ellard).
Noexecutive is involved in discussions on their own pay.
DIRECTORS’ REMUNERATION REPORT continued
Additional statutory information onremuneration arrangements continued
Chemring Group PLC Annual report and accounts 202584
Strategic report Governance Financial statements
Shareholder voting on the directors’ remuneration policy at the 2025 Annual General Meeting
The directors’ remuneration policy is subject to a binding vote by shareholders every three years. At the Annual General Meeting held on 26 February 2025,
theresolution relating to the directors’ remuneration policy received the following votes from shareholders:
For 198,014,064 98.33%
Against 3,357,535 1.67%
Total votes cast (for and against excluding withheld votes) 201,371,599 100.0%
Votes withheld
1
47,649
Total votes cast (including withheld votes) 201,419,248
Note:
1. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast “for” and “against” a resolution.
Shareholder voting on the directors’ remuneration report at the 2025 Annual General Meeting
The directors’ remuneration report is subject to an advisory vote by shareholders every year. At the Annual General Meeting held on 26 February 2025,
theresolution relating to the directors’ remuneration report received the following votes from shareholders:
For 198,027,957 98.34%
Against 3,342,678 1.66%
Total votes cast (for and against excluding withheld votes) 201,370,635 100.0%
Votes withheld
1
48,613
Total votes cast (including withheld votes) 201,419,248
Note:
1. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast “for” and “against” a resolution.
Approval of the directors’ remuneration report
The directors’ remuneration report was approved by the Board on 8 December 2025.
Signed on behalf of the Board
Laurie Bowen
Chair of the Remuneration Committee
8 December 2025
Chemring Group PLC Annual report and accounts 2025 85
Strategic report Governance Financial statements
DIRECTORS’ REMUNERATION REPORT continued
Directors remuneration policy
This part of the directors’ remuneration report provides an overview of the remuneration policy for the executive directors and has been prepared in
accordance with The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, the Companies (Miscellaneous
Reporting) Regulations 2018 and the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 (the “Regulations”).
Policy summary
The table below and overleaf provides a summary of the current directors’ remuneration policy. The full policy was approved by shareholders at the Annual
General Meeting held on 26 February 2025 and can be found in the 2024 directors’ remuneration report included in the 2024 report and accounts on our
website (www.chemring.com/investors/annual-reports/2024). The policy remains valid until the 2028 Annual General Meeting.
An explanation of how the policy will be applied in 2026 is set out on pages 90 and 91.
Element Purpose and link tostrategy Operation Maximum Performance assessment
Salary
- Reflects the performance
of the individual, their
skills and experience over
time, and the responsibilities
of the role
- Provides an appropriate
level of basic fixed income,
avoiding excessive risk
arising from over-reliance
on variable income
- Normally reviewed annually with effect
from 1 January
- Benchmarked periodically against
companies with similar characteristics
and companies within the same sector
- Salaries take account of complexity of
the role, market competitiveness,
Group performance and the increases
awarded to the wider workforce
- Salary increases will
normally be set with
reference to those received
by the wider workforce
- More significant increases
may be awarded at the
discretion of the Committee,
for example where there is
a change in responsibilities,
to reflect individual
development and
performance in the role
- None, although overall individual and company
performance is a factor considered when setting
and reviewing salaries
Bonus
- Incentivises delivery of
financial, strategic and
personal goals
- Maximum bonus only
payable for achieving
demanding targets
- Delivery of a proportion
of bonus in deferred
shares plus the ability
toreceive dividend
equivalents provides
alignment with
shareholders’ interests
and assists with retention
- Paid in cash, with up to 40% deferred as
a conditional award of deferred shares
- Once the minimum shareholding
requirement has been met, the
Remuneration Committee may reduce
or remove the requirement for a
portion of the bonus to be subject to
deferral. For 2026 bonuses, deferral of
bonus will be limited to 20% of the
bonus if the executive director has met
their minimum shareholding requirement
- Vesting of deferred shares is subject to
continued employment (save in “good
leaver” scenarios) at the end of three
years from the award of the bonus
- The payment of any earned bonus
remains ultimately at the discretion
ofthe Committee
- Non-pensionable
- Executives are entitled to receive,
onvesting of deferred share awards,
the value of dividend payments that
would otherwise have been paid on
thedeferred shares during the
deferralperiod
- Chief Executive – 150%
ofsalary
- Other executive directors
– 125% of salary
- Mix of Group financial and, if appropriate,
non-financial objectives; financial objectives will
determine the majority of the award and will
typically include a measure of profitability and cash
flow, although the Committee has discretion to
select other metrics
- Non-financial objectives will be measurable
andlinked to goals that are consistent with the
Group’s strategy
- Payment of the non-financial objectives element
will be subject to a general underpin based on the
Committee’s assessment of underlying business
performance, including inter alia levels of profitability
and cash flow, as well as health andsafety performance
- Performance below the threshold for each financial
target results in zero payment in respect of that
element. Payment rises from 0% to 100% of the
maximum opportunity for levels of performance
between threshold and maximum with 50% of the
maximum normally payable for on-target performance
- Includes a malus and clawback mechanism
Long-term
incentive plan
(LTIP)
- Incentivises executives to
achieve targets aligned to
the Group’s main strategic
objectives of delivering
sustainable growth and
shareholder returns
- Delivery of awards in
shares plus the ability
toreceive dividend
equivalents helps align
executives’ rewards with
shareholders’ interests
- Annual grants of shares, which vest
subject to the Group’s performance
measured over at least three years
- Any shares vesting must be held by
theexecutives for a further period
oftwo years
- Executives are entitled to receive
thevalue of dividend payments that
would otherwise have been paid
onvestedawards
- All awards are subject to the discretions
given to the Committee in the plan
rules during the vesting period
- Normally 175% of base
salary (although grants of up
to 200% of base salary may
be made in exceptional
circumstances such as
onrecruitment)
- Awards will be subject to a combination of
long-term measures which are aligned to the
shareholder experience and may include financial
metrics (such as EPS and cash conversion),
shareholder value metrics (such as TSR), capital
efficiency measures (such as ROCE) and ESG
orstrategic measures
- The Committee will have discretion to set
different measures and weightings for awards in
future years to best support the strategy of the
business at that time
- Targets for each performance measure are set
bythe Remuneration Committee prior to each
grant. Targets will be based on a sliding scale
where appropriate
- For each measure, threshold performance results
in payment of up to 25% of maximum opportunity
rising to 100% of the maximum opportunity for
achievement of maximum performance
- Includes a malus and clawback mechanism
Chemring Group PLC Annual report and accounts 202586
Strategic report Governance Financial statements
Element Purpose and link tostrategy Operation Maximum Performance assessment
All-employee
share scheme
- UK employees, including
executive directors, are
encouraged to acquire
shares by participating in
the Group’s all-employee
share plan – the UK
Sharesave Plan
- The UK Sharesave Plan has
standardterms
- Participation limits are those
set by HM Revenue &
Customs from time-to-time
- N/A
Pension
- Provides retirement
benefits that reward
sustained contribution
- Pension provision is in the form
ofacash supplement, subject to
auto-enrolment in the Group’s
definedcontribution scheme
- The pension provision
forexecutive directors is
aligned with the majority
rate available to the wider
UK workforce (or other
location as appropriate
based on the location of
theexecutive director).
Inthe UK, it is currently
7.5% of base salary
- Executive directors
currently receive a cash
supplement contribution
paid in lieu of occupational
pension scheme
membership- All UK
employees, including the
executive directors, are
subject to auto-enrolment
into the Group’s defined
contribution scheme unless
they opt-out. The minimum
employer contribution is set
at 6% of base salary
- N/A
Other
benefits
- Provides a competitive
package of benefits that
assists with recruitment
and retention
- Main benefits currently provided to UK
executives include but are not limited
toa car allowance, life assurance and
private medical insurance
- Executive directors are eligible for other
benefits which may also be introduced
for the wider workforce on broadly
similar terms
- Cash allowance in lieu of
company car of up to
£25,000 per annum
- Other benefits will be in line
with market. The value of
each benefit is based on the
cost to the Company and is
not pre-determined
- Any reasonable business-
related expenses (including
tax thereon) can be
reimbursed if determined
tobe a taxable benefit
- N/A
Minimum
shareholding
requirements
- Aligns the interests of the
executive directors with
those of shareholders
- Executive directors are expected to
build up and maintain a shareholding in
the Company equivalent to 200% of
base salary, by retaining at least 50%
ofthe after-tax gain on vested LTIP
awards until such time as the guidelines
have been met. The after-tax number
of unvested deferred bonus shares
and/or any vested but unexercised
nil-cost options under the Company’s
long-term incentive plan, are eligible
tocount towards an executive
director’s shareholding
- Executive directors will be required
tohold shares to the value of the
shareholding guideline (i.e 200% of base
salary or their existing shareholding
iflower at the time) for two years
post-cessation of employment. The
shareholding will be assessed at the
point of stepping down from the Board
Chemring Group PLC Annual report and accounts 2025 87
Strategic report Governance Financial statements
DIRECTORS’ REMUNERATION REPORT continued
Directors’ remuneration policy continued
Policy summary continued
Notes:
1. The all-employee share plan does not have performance conditions. UK-based
executive directors are eligible to participate in the UK Sharesave Plan on the same
terms as other employees.
2. The Committee may make minor amendments to the policy set out above for
regulatory, exchange control, tax or administrative purposes or to take account of
achange in legislation, without obtaining shareholder approval for that amendment.
3. The Regulations and investor guidance encourages companies to disclose a cap within
which each element of the directors’ remuneration policy will operate. Where
maximum amounts for elements of remuneration have been set within the policy,
these will operate simply as caps and are not indicative of any aspiration.
4. While the Committee does not consider it to form part of benefits in the normal
usage of that term, it has been advised that corporate hospitality, whether paid for
bythe Company or another, and business travel for directors and in exceptional
circumstances their families, may technically come within the applicable rules, and
sothe Committee expressly reserves the right for the Committee to authorise
suchactivities within its agreed policies (and to discharge any related tax liability).
5. The annual bonus and LTIP are subject to malus and clawback provisions in the
eventof misconduct, error in calculation of performance, material misstatement
ofresults, company insolvency, serious reputational damage to the Group, failure of
risk management and retirement where the retired executive director subsequently
returns to employment. Malus and clawback may be applied within three years from
the date on which a cash bonus was paid, a deferred bonus award was granted
and/or the date on which an LTIP award vests. This time period is considered
appropriate as, in the Committee’s view, it is a reasonable period in which the
specified circumstances would be discovered, and a three-year period is in line
withFTSE 250 market practice.
Committee discretions
The Committee operates the Group’s variable incentive plans according
totheir respective rules and in accordance with governing legislation and
HMRevenue & Customs rules where relevant. To ensure the efficient
administration of these plans, the Committee will apply certain operational
discretions. These include the following:
- selecting the participants in the plans on an annual basis;
- determining the timing of grants of awards and/or payment;
- determining the quantum of awards and/or payments (within the limits
setout in the policy table above);
- determining the extent of vesting based on the assessment of performance;
- making the appropriate adjustments required in certain circumstances
(e.g.change of control, rights issues, corporate restructuring events and
special dividends);
- determining “good leaver” status for incentive plan purposes and applying
the appropriate treatment; and
- undertaking the annual review of weighting of performance measures, and
setting targets for the annual bonus plan and the LTIP from year to year.
If an event occurs which results in the annual bonus plan or LTIP performance
conditions and/or targets being deemed no longer appropriate by the Committee
(e.g. a material acquisition or divestment), the Committee will have the ability
to adjust appropriately the measures and/or targets and alter weightings,
provided that the revised conditions or targets are not materially less difficult
to satisfy (taking account of the relevant circumstances).
Ultimately, the payment of any bonus is entirely at the discretion of the
Committee. Equally, the operation of share incentive schemes is at the
discretion of the Committee. In conjunction with malus and clawback
provisions, the Committee has the flexibility to override formulaic outcomes
and recover and/or withhold sums. In choosing to use this discretion, the
Committee will consider the specific circumstances at the time.
Where such action is considered necessary, this will be clearly stated
intherelevant directors’ remuneration report.
How the executive directors’ remuneration policy relates to
the wider Group
In addition to determining the remuneration arrangements for the executive
directors, the Committee considers and approves the base salaries for eight
senior executives, excluding those based in the US. The Committee also
receives information on general pay levels and policies across the Group.
TheCommittee, therefore, has due regard to salary levels across the Group
inapplying its remuneration policy.
Executive directors’ service agreements and loss
ofofficepayments
The current executive directors have rolling service contracts, details
ofwhichare summarised in the table below:
Provision Detailed terms
Contract dates - Michael Ord – 30 April 2018
(effective 1 June 2018)
- James Mortensen – 23 May 2023
(effective 1 November 2023)
- Sarah Ellard – 2 November 2011
(effective 7 October 2011)
Notice period - Twelve months from both the Company
andfrom theexecutive
Termination payments - Contracts may be terminated without notice
bythe payment of a sum equal to the sum of
salary due for the unexpired notice period
plusthe fair value of any contractual benefits
(including pension)
- Payments may be made in instalments and in
these circumstances, there is a requirement
tomitigate loss
The Company’s policy on service agreements reflects the approach described
above (e.g. notice periods will normally be twelve months or less).
The executive directors’ service contracts are available for inspection at the
Company’s registered office.
Chemring Group PLC Annual report and accounts 202588
Strategic report Governance Financial statements
Policy in respect of the Chairman and non-executive directors
Element Purpose and link tostrategy Operation Maximum
Performance
assessment
The
Chairman’s
and non-
executive
directors’
fees
Takes account of recognised
practice and set at a level
that is sufficient to attract
and retain high-calibre
non-executives
- The Chairman is paid a single fee for all his responsibilities.
Thenon-executive directors are paid a basic fee. Currently, the
SeniorIndependent Director, the Chairs of the Remuneration
Committee and the Audit Committee and the non-executive
directorresponsible for employee engagement each receive
additionalfees to reflect their extra responsibilities
- When reviewing fee levels, account is taken of market movements
innon-executive director fees, Board committee responsibilities,
ongoing time commitments, the general economic environment
andthelevel of increases awarded to the wider workforce
- Fee increases, if applicable, are normally effective from January
ofeachyear
- Non-executive directors do not participate in any pension, bonus
orshare incentive plans
- Non-executive directors may be compensated for travel,
accommodation or hospitality-related expenses in connection with
their roles and any tax thereon
- In exceptional circumstances, additional fees may be paid where there
is a substantial increase in the temporary time commitment required
ofnon-executive directors
- N/A - N/A
Chairman’s and non-executive directors’ letters of appointment
Non-executive directors do not receive compensation for loss of office but are appointed for a fixed term of three years, renewable for further three-year
terms if both parties agree and subject to annual re-election by shareholders. The Chairman’s appointment may be terminated on six months’ notice by either
party and the other non-executive directors’ appointments may be terminated on three months’ notice by either party. The non-executive directors’ letters
ofappointment are available for inspection at the Company’s registered office.
The following table provides details of the terms of appointment for the Chairman and the current non-executive directors:
Non-executive Date original term commenced Date current term commenced Expected expiry date of current term
Tony Wood 1 October 2024 1 October 2024 30 September 2027
Alpna Amar 13 June 2023 13 June 2023 12 June 2026
Laurie Bowen 1 August 2019 1 August 2025 31 July 2028
Stephen King 1 December 2018 1 December 2024 30 November 2027
Fiona MacAulay 3 June 2020 3 June 2023 20 February 2026
Pete Raby 1 September 2025 1 September 2025 31 August 2028
Chemring Group PLC Annual report and accounts 2025 89
Strategic report Governance Financial statements
Application of the remuneration policy in 2026
This part of the report sets out how the directors’ remuneration policy will be implemented in 2026.
Executive directors
Element Implementation
Salary
- The executive directors’ salaries were reviewed in November 2025, and the following salary increases were agreed, effective
1January2026:
Michael Ord – £620,103
James Mortensen – £429,525
Sarah Ellard – £312,820
- The increases for the executive directors were agreed at 3.5%, in line with the average of the budgeted increases that were set by,
andthen agreed with, the Group’s UK businesses for 2026.
Benefits
- No changes are proposed to the benefits provision for 2026.
Pension
- The executive directors will receive a pension contribution of 7.5% of salary, which aligns with the typical rate of workforce
pensionprovision.
Bonus
- The maximum bonus opportunity will be 150% of salary for the Group Chief Executive and 125% of salary for the Chief Financial Officer
and the Group Legal Director & Company Secretary.
- The financial performance measures and weightings of financial performance measures and strategic objectives for the annual bonus plan
will be unchanged:
Earnings per share 40%
Operating cash flow 40%
Strategic objectives 20%
- Strategic objectives have been set to reflect performance in the following key areas:
Safety, including ensuring that the Group’s total recordable injury frequency rate and frequency of process safety events, particularly
those involving personnel exposure, remain below the targeted maximum rates
Sustainability, including the continued delivery of reductions in the Group’s scope 1 and scope 2 carbon emissions
Implementation of action plans to ensure a robust physical and cyber security posture, to safeguard our people, property, information
and technology
Establishment of a Group-wide employee engagement survey to assess our values-based culture
Implementation of robust succession plans for the senior leadership team
Group performance and development including:
Delivery of Group-wide corporate development plans
Development of the Group’s M&A pipeline
Delivery of organic and inorganic growth strategies for Roke
Delivery of growth plans for the Energetics businesses and execution of the associated capital investment programmes
Optimising the performance of the Countermeasures businesses
- The Committee does not believe that it would be in shareholders’ interests to prospectively disclose the financial targets under the
annual bonus plan due to issues of commercial sensitivity. However, detailed retrospective disclosure of both the financial targets and
thestrategic objectives, and performance against them, will be included in next year’s annual report on remuneration. As was the case
in2025, the range of financial targets approved for 2026 have been set in the context of current business planning and the current
economic outlook. Overall, the targets are considered similarly challenging to those set in prior years in the current market context.
- No bonus will be payable in respect of the strategic objectives unless the Committee is satisfied that this is justified by the Group’s
underlying performance, including inter alia levels of profitability and cash flow, as well as health and safety performance.
- In line with the directors’ remuneration policy, 40% of any bonus paid will be deferred for a period of three years unless the executive
director has met their minimum shareholding requirement of 200% of salary. If an executive director has met their shareholding
requirement, 20% of any bonus paid will be deferred for a period of three years.
DIRECTORS’ REMUNERATION REPORT continued
Directors’ remuneration policy continued
Chemring Group PLC Annual report and accounts 202590
Strategic report Governance Financial statements
Element Implementation
Long-term
incentive plan
(LTIP)
- Executive directors will be granted LTIP awards over 175% of salary in 2026.
- Performance conditions for 2026 (tested over a three-year performance period to 31 October 2028) and weightings will be 40% EPS,
20% relative TSR, 20% operating cash conversion and 20% ESG targets. 25% of each part of the award will vest for threshold or median
performance, with full vesting of each part of the award for stretch or upper quartile performance.
The performance conditions for the 2026 awards will be measured as follows:
Performance measure Weighting Threshold target (25% vesting) Maximum target (100% vesting)
Compound EPS growth 40% 5% p.a. 13% p.a.
Relative TSR against the TSR of the FTSE All-Share
(excluding investment trusts) 20% Median Upper quartile
Average operating cash conversion 20% 80% 100%
Reduction in scope 1 and scope 2 emissions
(market-based) 20% 15% 25%
Straight-line vesting occurs between threshold and maximum targets.
Notes:
1. The Remuneration Committee increased the degree of stretch in the maximum EPS performance target to 13% p.a. growth (from the 10% p.a.) for the
2026 award. As a result of this increase, both the EPS and operating cash conversion target ranges are considered stretching when viewed against internal
plans and their execution risk and market expectations for our future performance with consideration also given to wider prevailing macroeconomic
factors when setting the targets. When calibrating the range of performance targets, the lower end of the range was set to be realistic in the context of
internal plans, with the top end of the range set to be a stretch target. Further context on the approach to target setting is detailed in the Chair’s annual
report on the activities of the Committee during the year.
2. The reduction in scope 1 and scope 2 emissions target is aligned with our net zero by 2035 strategy and takes into account the expected glidepath to
reaching this goal.
Fees for the Chairman and non-executive directors
As detailed in the directors’ remuneration policy, the Company’s approach to setting the non-executive directors’ remuneration takes account of the expected
time commitment of the role, recognised practice, and is set at a level that is sufficient to attract and retain high-calibre non-executives. The fees for the
non-executive directors are determined by the executive directors and the Chairman, and the Remuneration Committee determines the fees for the Chairman.
Details of the fees that will apply for 2026 are set out below:
Fee as at
1 January 2026
Percentage
increase
Chairman’s fee £274,275 3.5%
Other non-executive directors’ base fee £66,460 3.5%
Audit Committee Chair fee £12,000 0%
Remuneration Committee Chair fee £12,000 0%
Senior Independent Director fee £12,000 0%
Non-executive directors’ fee for employee engagement £10,000 0%
Approval of the directors’ remuneration report
The directors’ remuneration report was approved by the Board on 8 December 2025.
Signed on behalf of the Board
Laurie Bowen
Chair of the Remuneration Committee
8 December 2025
Chemring Group PLC Annual report and accounts 2025 91
Strategic report Governance Financial statements
DIRECTORS’ REPORT
The directors present their annual report, together with the audited
financialstatements of the Group and the Company, for the year ended
31October 2025.
The following sections of the annual report are incorporated into the
directors’ report by reference:
- strategic report on pages 1 to 47;
- corporate governance report on pages 48 to 64;
- Audit Committee report on pages 65 to 68;
- directors’ remuneration report on pages 71 to 91; and
- notes to the Group financial statements as detailed in this section.
Business review
The strategic report on pages 1 to 47 provides a review of the Group’s
business development, performance and position during and at the end of
thefinancial year, its strategy and likely future developments, key performance
indicators and a description of the principal risks and uncertainties facing the
business. Further information regarding financial risk management policies and
financial instruments is provided in note 23 to the Group financial statements.
There have been no significant events since the balance sheet date.
Results and dividends
The profit attributable to the Group’s shareholders for the year was £48.2m
(2024: £39.5m).
The directors are recommending the payment of a final dividend of 5.3p per
ordinary share which, together with the interim dividend of 2.7p per share
paid in September 2025, gives a total for the year of 8.0p (2024: 7.8p). The
final dividend is subject to approval by shareholders at the Annual General
Meeting on 20 February 2026 and has not therefore been included as a
liability in these financial statements.
Directors and their interests
The current directors are shown on pages 50 and 57. In addition, Carl-Peter
Forster served as a director until 30 November 2024 and Andrew Davies
served as a director until 31 January 2025.
In accordance with the Company’s Articles of Association, all directors are
required to submit themselves for election or re-election at every Annual
General Meeting. With the exception of Fiona MacAulay, all directors will
therefore be seeking election or re-election at the Annual General Meeting.
Fiona has confirmed she will not be seeking re-election.
Details of the service contracts entered into between the Company and the
executive directors are set out in the directors’ remuneration report onpage 88.
The non-executive directors do not have service contracts withthe Company.
The Company maintains directors’ and officers’ liability insurance in respect of
legal action against its directors and officers. The Company has also granted
indemnities to its directors to the extent provided by law (which are qualifying
third party indemnities within the meaning of section 236 of the Companies
Act 2006). Neither the insurance nor the indemnities provide cover in the
event of proven fraudulent or dishonest activity.
Other than in relation to their service contracts, none of the directors is
orwas beneficially interested in any significant contract to which the Group
was a party during the year ended 31 October 2025.
Information required in relation to directors’ shareholdings is set out in the
directors’ remuneration report on page 80.
Employees and employee consultation
Details of the Group’s employment policies and employee consultation
practices are set out on page 33.
The Group makes no distinction between disabled and able-bodied persons
inrecruitment, employment and training, career development and promotion,
provided that any disability does not make the particular employment
impractical or impossible under the strict health and safety legislation under
which the Group’s businesses operate.
Political donations
No political donations were made during the year (2024: £nil).
Contractual arrangements
The Group contracts with a wide range of customers across the globe,
including governments, armed forces, prime contractors and OEMs.
TheUKand US Governments are the largest customers and procure
theGroup’s products under a substantial number of separate contracts
placedwith individual Group businesses.
The Group’s businesses utilise many suppliers across the world and
arrangements are in place, wherever possible, to ensure that businesses
arenot reliant on single suppliers for key raw materials or components.
Research and development
The Group’s research and development expenditure for the year is detailed
inthe financial review on page 37.
Change of control
Individual Group businesses have contractual arrangements with third parties,
entered into in the normal course of business, which may be amended or
mayterminate on a change of control of the relevant business, or in certain
circumstances, following a takeover of the Group.
The most significant agreements entered into by the Group which contain
provisions granting the counterparties certain rights in the event of a change
of control of the Company are the agreements relating to the revolving credit
facility, the term loan facility supported by UK Export Finance, overdraft
facilities and foreign exchange lines entered into with the Group’s banks.
These agreements provide that, in the event of a change of a control, the
Company must repay all outstanding borrowings, together with accrued
interest and other sums owing under each agreement.
Share capital and shareholder rights
General
The Company’s share capital consists of ordinary shares of 1p each and 7%
cumulative preference shares of £1 each, which are listed on the London
Stock Exchange. Full details of the movements in the issued share capital of
the Company during the financial year are provided in note 27 to the Group
financial statements.
Details of the rights attaching to shares are set out in the Articles of Association
(the “Articles”). All holders of ordinary shares are entitled to attend, speak and
vote at any general meeting of the Company, and to appoint a proxy orproxies
to exercise these rights. At a general meeting, every shareholder present in
person, by proxy or (in the case of a corporate member) by corporate
representative has one vote on a show of hands, and on a poll has one vote
forevery share held. The Notice of Annual General Meeting specifies deadlines
for exercising voting rights and appointing a proxy or proxies to vote in respect
of the resolutions to be passed at the Annual General Meeting.
A member or members representing at least 5% of the ordinary share capital
of the Company may require the directors to convene a general meeting.
Amember or members representing at least 5% of the ordinary share capital
ofthe Company or at least 100 members with the right to vote at an Annual
General Meeting and each holding, on average, at least £100 of paid-up share
capital may request a resolution to be put before an Annual General Meeting.
There are no restrictions on the transfer of ordinary shares in the capital of
theCompany, other than certain restrictions which may from time to time
beimposed by law. In accordance with the Market Abuse Regulation, certain
employees are required to seek the approval of the Company to deal in its shares.
The cumulative preference shares carry an entitlement to a dividend at the
rate of 7p per share per annum, payable in equal instalments on 30 April
and31 October each year. Holders of preference shares have the right on
awinding-up to receive, in priority to any other classes of shares, the sum
of£1per share together with any arrears of dividends. There are no
restrictions on the transfer of the cumulative preference shares.
The Company is not aware of any agreements between shareholders that
may result in restrictions on the transfer of securities and/or voting rights.
The Company’s Articles may only be amended by special resolution at
ageneral meeting of its shareholders.
Chemring Group PLC Annual report and accounts 202592
Strategic report Governance Financial statements
Issue of shares
Under the provisions of section 551 of the Companies Act 2006 (the “Act), the
Board is prevented from exercising its powers under the Articles to allot shares
without an authority contained either in the Articles or in a resolution of the
shareholders passed in general meeting. The authority, when given, can last for a
maximum period of five years, but the Board proposes that renewal should be
sought at each Annual General Meeting. An ordinary resolution, seeking such
authority, will be proposed at the forthcoming Annual General Meeting.
Section 561 of the Act requires that an allotment of shares for cash may
notbe made unless the shares are first offered to existing shareholders
onapre-emptive basis in accordance with the terms of the Act.
In accordance with general practice, to ensure that small issues of shares can
be made without the necessity of convening a general meeting, the Board
proposes that advantage be taken of the provisions of sections 570 and 573
ofthe Act to disapply the Act’s pre-emptive requirements. Accordingly,
aspecial resolution will be proposed at the forthcoming Annual General
Meeting which, if passed, will have the effect of granting the directors the
power to allot not more than 20% of the issued ordinary share capital free
ofthe requirements of section 561 of the Act. No issue of these shares
willbemadewhich would effectively alter the control of the Company
without theprior approval of the shareholders in general meeting.
Purchase of own shares
In August 2023, the Company launched a share buyback programme forthe
buyback of up to £50m of its ordinary shares over aone-year period. The
programme was subsequently extended to December 2024. In total, 117,508
ordinary shares were purchased by the Company and subsequently cancelled
under this programme during the year. On 26 February 2025, the Company
launched a new share buyback programme for the buyback of up to £40m of
its ordinary shares over a two-year period. In total, 925,477 ordinary shares
werepurchased by the Company under the current programme during the
year. All purchased shares werecancelled. The Company did not hold any
shares intreasury at 31October 2025 (2024: nil).
A special resolution will be proposed at the forthcoming Annual General
Meeting to renew the Company’s authority to purchase its own shares in the
market up to a limit of 10% of its issued ordinary share capital. The maximum
and minimum prices will be stated in the resolution at the date of the Annual
General Meeting. The directors believe that it is advantageous for the Company
to have this flexibility to make market purchases of its own shares. The directors
of the Company may consider holding repurchased shares pursuant to the authority
conferred by this resolution as treasury shares. Thiswill give the Company the
ability to reissue treasury shares quickly and cost effectively, and will provide
the Company with additional flexibility in the management of its capital base.
Any issues of treasury shares for the purposes of the Company’s employee share
schemes will be made within the 10% dilution limit set out in The Investment
Association’s Principles of Remuneration. The directors will only exercise this
authority if they are satisfied that a purchase would result inan increase in expected
earnings per share and would be in the interests ofshareholders generally.
Substantial shareholdings
At 8 December 2025, the following substantial holdings in the ordinary share capital of the Company had been notified to the Company in accordance with
Chapter 5 of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority. It should be noted that these holdings may have changed since
the Company was notified; however, notification of any change is not required until a notifiable threshold is crossed.
Shareholder City of registered office
Country of
registered office Voting rights
Percentage
of ISC Date of notification
BlackRock, Inc. Wilmington USA 21,129,614 7.75 9 October 2025
Invesco Limited 15,662,550 5.75 6 February 2014
Ameriprise Financial, Inc. and its group Minneapolis USA 14,117,830 5.18 12 March 2021
Jupiter Fund Management PLC London United Kingdom 14,106,727 5.18 6 January 2022
AXA Investment Managers S.A. Puteaux France 14,076,252 5.16 28 March 2023
J O Hambro Capital Management Limited London United Kingdom 13,981,150 5.13 4 July 2019
Aviva PLC London United Kingdom 13,720,065 5.03 22 November 2023
Schroders Plc London Wall, Barbican England 13,692,373 5.02 3 April 2025
Royal London Asset Management Limited London United Kingdom 13,676,288 5.02 14 October 2024
Neptune Investment Management Limited London United Kingdom 13,509,338 4.96 23 February 2018
Prudential PLC group of companies London United Kingdom 13,426,572 4.93 26 January 2018
Albion River Management LLC Rockville, MD USA 10,911,706 4.00 18 November 2025
Norges Bank Oslo Norway 8,089,466 2.97 12 January 2024
Old Mutual Asset Managers 1,600,415 0.59 18 January 2008
FIL Limited Pembroke Bermuda Below 5% N/A 4 November 2020
Employee share schemes and plans
Approach to share ownership
The Group actively encourages its employees to share in its future success
and therefore operates share-based arrangements to provide incentives
andrewards to employees.
The Group operated three share-based incentive plans during the year,
assetout below. Further details of awards and vesting are provided in
note29 to the Group financial statements.
The Chemring Group 2018 UK Sharesave Plan
(the“UKSharesavePlan)
The UK Sharesave Plan is open to all eligible UK employees. Employees may
choose between three and five-year savings periods, at the end of which the
employee can choose to exercise the option or request the return of their
savings. A grant of options was made on 1 September 2025.
The Chemring Group Performance Share Plan 2016 (the“2016PSP)
The 2016 PSP was previously the primary long-term incentive plan for executive
directors and senior employees. Discretionary awards were granted under
the PSP over a fixed number of shares by reference to salary, with awards
ordinarily vesting, subject to meeting performance criteria, on the third
anniversary of the grant date. Awards were granted under the plan on
18December 2024. The 2016 PSP will expire on 20 March 2026 and
nofurther awards will be made under the plan.
The Chemring Group Long-Term Incentive Plan (the“LTIP)
A new long-term incentive plan to replace the 2016 PSP was approved by
shareholders on 26 February 2025. Discretionary awards under the LTIP are
generally made over a fixed number of shares by reference to salary, with
awards typically vesting, subject to meeting performance criteria, on the third
anniversary of the grant date. Awards of restricted shares, with no associated
performance conditions, may also be made under the LTIP to senior employees,
other than the executive directors. Awards were granted under the LTIP on
27 February 2025, 21 July 2025, 28 July 2025 and 4 August 2025.
Chemring Group PLC Annual report and accounts 2025 93
Strategic report Governance Financial statements
Going concern
Details of the conclusions arrived at by the directors in preparing the financial
statements on a going concern basis are set out in the viability statement on
page 46.
Additional information, as required By Listing Rules
Requirement 9.8.4
The annual report is required to contain certain information under Listing Rules
Requirement 9.8.4. Where this information has not been cross-referenced
within the Group financial statements, it can be found in the following sections:
- capitalised interest (see note 7);
- long-term incentive schemes (see directors’ remuneration report);
- allotment of equity securities for cash (see note 29);
- contracts of significance (see directors’ report);
- contractual arrangements (see directors’ report);
- details of independent directors (see corporate governance report); and
- substantial shareholders (see directors’ report).
No profit forecasts are issued by the Group and no directors have waived any
current or future emoluments.
No shareholder is considered to be a Controlling Shareholder (as defined in
the Listing Rules Appendix 1) and the Group complies with the independence
provisions of the Listing Rules.
Provision of information to the auditor
Each director at the date of this report confirms that, so far as they are
each aware, there is no relevant audit information of which the Company’s
auditor is unaware, and that they have each taken all of the steps that they
ought to have taken as a director to make themselves aware of any relevant
audit information and to establish that the Company’s auditor is aware of
that information.
This confirmation is given and should be interpreted in accordance
with the provisions of section 418 of the Companies Act 2006.
Auditor
Resolutions will be proposed at the forthcoming Annual General Meeting
toreappoint KPMG and to authorise the directors to determine the external
auditor’s remuneration.
Annual General Meeting
The resolutions to be proposed at the Annual General Meeting to be
heldon20 February 2026, together with explanatory notes, appear in
theseparate Notice of Annual General Meeting sent to all shareholders.
Statement of directors’ responsibilities in respect ofthe
annual report and accounts
The directors are responsible for preparing the annual report and the Group
and parent company financial statements in accordance with applicable law
and regulations.
Company law requires the directors to prepare Group and parent company
financial statements for each financial year. Under that law they are required
to prepare the Group financial statements in accordance with UK-adopted
international accounting standards and applicable law, and they have elected
toprepare the parent company financial statements in accordance with
UKaccounting standards and applicable law, including FRS 101 Reduced
Disclosure Framework.
Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and parent company and of their profit or loss for that
period. In preparing each of the Group and parent company financial
statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable, relevant, reliable and,
inrespect of the parent company financial statements only,prudent;
- for the Group financial statements, state whether they have been prepared
in accordance with UK-adopted international accounting standards;
- for the parent company financial statements, state whether applicable UK
accounting standards have been followed, subject to any material departures
disclosed and explained in the parent company financial statements;
- assess the Group and parent company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern; and
- use the going concern basis of accounting unless they either intend to
liquidate the Group or the parent company or to cease operations,
orhaveno realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that
are sufficient to show and explain the parent company’s transactions and
disclose with reasonable accuracy at any time the financial position of the
parent company and enable them to ensure that its financial statements
comply with the Companies Act 2006. They are responsible for such internal
controls as they determine are necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud
orerror, and have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Group and to prevent and detect
fraud and other irregularities.
Under applicable law and regulations, the directors are also responsible
forpreparing a strategic report, directors’ report, directors’ remuneration
report and corporate governance report that comply with that law and
thoseregulations.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule (“DTR”)
4.1.16R, the financial statements will form part of the annual financial report
prepared under DTR 4.1.17R and 4.1.18R. The auditor’s report on these
financial statements provides no assurance over whether the annual
financialreport has been prepared in accordance with those requirements.
Responsibility statement of the directors in respect of the
annual financial report
We confirm that to the best of our knowledge:
- the financial statements, prepared in accordance with the applicable set
ofaccounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and
- the strategic report and directors’ report include a fair review of the
development and performance of the business and the position of the
issuer,and the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that
theyface.
We consider the annual report and accounts, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
shareholders to assess the Group’s position and performance, business
modeland strategy.
The strategic report, the directors’ report and the responsibility statement
were approved by the Board of directors on 8 December 2025 and are
signed on its behalf by:
Michael Ord Sarah Ellard
Group Chief Executive Group Legal Director
8 December 2025 8 December 2025
DIRECTORS’ REPORT continued
Chemring Group PLC Annual report and accounts 202594
Strategic report Governance Financial statements
CONSOLIDATED INCOME STATEMENT
For the year ended 31 October 2025
2025
2024
To t a l
Total
1
Note
£m
£m
Continuing operations
Revenue
1,2
497.5
488.3
Operating profit
2,4
73.4
56.6
Finance expense
7
(5.7)
(4.8)
Profit before tax
67.7
51.8
Taxation
8
(14.4)
(10.3)
Profit after tax
53.3
41.5
Discontinued operations
Loss after tax from discontinued operations
5
(5.1)
(2.0)
Total profit after tax
48.2
39.5
Earnings per ordinary share
Continuing operations
Basic
10
19.7p
15.2p
Diluted
10
19.3p
14.9p
Continuing and discontinued operations
Basic
10
17.8p
14.5p
Diluted
10
17.5p
14.1p
1. 2024 comparative information has been re-presented to reclassify an operation which has been discontinued in the year. See note 5 for further details.
Chemring Group PLC Annual report and accounts 2025 95
Strategic report Governance Financial statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 October 2025
2025
2024
Note
£m
£m
Profit after tax attributable to equity holders of the parent as reported
48.2
39.5
Items that will not be reclassified subsequently to profit and loss
Remeasurement of the defined benefit pension scheme
31
(0.7)
(1.3)
Movement on deferred tax relating to the pension scheme
26
0.1
0.5
(0.6)
(0.8)
Items that may be reclassified subsequently to profit and loss
Exchange differences on translation of foreign operations
(0.2)
(12.0)
Tax on exchange differences on translation of foreign operations
(0.5)
0.1
(0.7)
(11.9)
Total comprehensive income attributable to equity holders of the parent
46.9
26.8
Chemring Group PLC Annual report and accounts 202596
Strategic report Governance Financial statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 October 2025
Share
Special
Share
premium
capital
Translation
Retained
capital
account
reserve
reserve
earnings
Total
£m
£m
£m
£m
£m
£m
At 1 November 2024
2.7
309.0
13.0
(20.7)
52.3
356.3
Profit after tax
48.2
48.2
Other comprehensive loss
(0.2)
(0.7)
(0.9)
Tax relating to components of other comprehensive loss
(0.5)
0.1
(0.4)
Total comprehensive income/(loss)
(0.7)
47.6
46.9
Ordinary shares issued
0.2
0.2
Purchase of own shares
(6.6)
(6.6)
Share-based payments (net of settlement)
6.7
6.7
Dividends paid
(21.5)
(21.5)
At 31 October 2025
2.7
309.2
13.0
(21.4)
78.5
382.0
Share
Special
Share
premium
capital
Translation
Retained
capital
account
reserve
reserve
earnings
Total
£m
£m
£m
£m
£m
£m
At 1 November 2023
2.8
308.7
12.9
(8.8)
62.9
378.5
Profit after tax
39.5
39.5
Other comprehensive loss
(12.0)
(1.3)
(13.3)
Tax relating to components of other comprehensive loss
0.1
0.5
0.6
Total comprehensive income/(loss)
(11.9)
38.7
26.8
Ordinary shares issued
0.3
0.3
Purchase of own shares
(0.1)
0.1
(38.4)
(38.4)
Share-based payments (net of settlement)
8.7
8.7
Dividends paid
(19.6)
(19.6)
At 31 October 2024
2.7
309.0
13.0
(20.7)
52.3
356.3
Chemring Group PLC Annual report and accounts 2025 97
Strategic report Governance Financial statements
2025
2024
Note
£m
£m
£m
£m
Non-current assets
Goodwill
11
99.6
98.5
Development costs
12
20.2
18.6
Other intangible assets
12
43.7
10.0
Property, plant and equipment
13
354.7
287.8
Derivative financial instruments
24
1.9
Retirement benefit surplus
31
0.1
Deferred tax
26
11.2
7.3
531.3
422.3
Current assets
Inventories
15
143.2
127.1
Trade and other receivables
16
110.5
91.0
Cash and cash equivalents
17
65.3
45.0
Derivative financial instruments
24
2.5
0.9
321.5
264.0
Assets classified as held for sale
5
10.3
5.8
Total assets
863.1
692.1
Current liabilities
Borrowings
18
(47.2)
(43.0)
Lease liabilities
19
(3.1)
(2.1)
Government grants
20
(0.4)
Contract liabilities
21
(38.4)
(26.6)
Trade and other payables
22
(99.4)
(85.1)
Provisions
25
(8.1)
(3.2)
Current tax
(3.9)
(8.8)
Derivative financial instruments
24
(0.8)
(1.5)
Retirement benefit obligations
31
(0.1)
(201.4)
(170.3)
Non-current liabilities
Borrowings
18, 34
(91.6)
(43.7)
Lease liabilities
19
(12.4)
(8.9)
Government grants
20
(48.0)
(24.0)
Contract liabilities
21
(85.6)
(51.6)
Provisions
25
(13.5)
(16.7)
Deferred tax
26
(28.5)
(17.6)
Derivative financial instruments
24
(2.9)
Preference shares
18, 27
(0.1)
(0.1)
(279.7)
(165.5)
Total liabilities
(481.1)
(335.8)
Net assets
382.0
356.3
Equity
Share capital
27
2.7
2.7
Share premium account
28
309.2
309.0
Special capital reserve
28
13.0
13.0
Translation reserve
28
(21.4)
(20.7)
Retained earnings
78.5
52.3
Total equity
382.0
356.3
These financial statements of Chemring Group PLC (registered number 86662) were approved and authorised for issue by the Board of directors on 8 December 2025.
Signed on behalf of the Board
Michael Ord James Mortensen
Director Director
CONSOLIDATED BALANCE SHEET
As at 31 October 2025
Chemring Group PLC Annual report and accounts 202598
Strategic report Governance Financial statements
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 October 2025
2025
2024
2
Note
£m
£m
Cash flows from operating activities
Cash generated from continuing underlying operations
32
112.2
93.9
Cash impact of continuing non-underlying items
(3.6)
(2.5)
Cash generated from discontinued underlying operations
5, 32
(0.5)
0.6
Cash impact of discontinued non-underlying items
32
(2.8)
(1.5)
Cash flows from operating activities
105.3
90.5
Retirement benefit deficit contributions
31
(0.9)
(3.0)
Tax paid
(13.3)
(6.5)
Net cash inflow from operating activities
91.1
81.0
Cash flows from investing activities
Purchases of intangible assets
(12.1)
(4.8)
Purchases of property, plant and equipment
(90.2)
(63.0)
Capitalised interest
(3.2)
(1.8)
Grant funding
20
23.5
22.0
Acquisition of subsidiary net of cash acquired
30
(13.5)
Proceeds on disposal of subsidiary
6.6
Net cash outflow from investing activities
(88.9)
(47.6)
Cash flows from financing activities
Dividends paid
9
(21.5)
(19.6)
Purchase of own shares
28
(6.6)
(41.0)
Proceeds for transactions in own shares
28
0.9
0.9
Paid accrued dividends on shares
28
(0.3)
(0.2)
Finance expense paid
(3.3)
(4.0)
Facility fees paid
(1.4)
(0.8)
Drawdown of borrowings
145.0
100.0
Repayments of borrowings
(70.0)
(70.1)
Payment of lease liabilities
(2.8)
(2.5)
Net cash inflow/(outflow) from financing activities
40.0
(37.3)
Increase/(decrease) in cash and cash equivalents
33
42.2
(3.9)
Cash and cash equivalents at beginning of year
2.0
6.4
Effect of foreign exchange rate changes
0.6
(0.5)
Cash and cash equivalents at end of year
1
17, 34
44.8
2.0
1. Cash and cash equivalents of £4 4. 8m (2024: £2 . 0m) at 31 October 2025 includes £20 . 5m (2024: £4 3 . 0m) of bank overdrafts which are classified as current borrowings on the
balance sheet. See note 17 for further details.
2. 2024 comparative information has been re-presented to reclassify an operation which has been discontinued in the year. See note 5 for further details.
Chemring Group PLC Annual report and accounts 2025 99
Strategic report Governance Financial statements
1. Revenue
All of the Group’s revenue is derived from the sale of goods and the provision of services. The following table provides an analysis of the Group’s revenue
by destination:
Countermeasures
Sensors
& Energetics
& Information
2025
£m
£m
£m
UK
65.8
133.4
199.2
US
136.3
27.1
163.4
Europe
105.4
9.5
114.9
Asia Pacific
14.7
0.2
14.9
Rest of the world
0.5
4.6
5.1
322.7
174.8
497.5
Countermeasures
Sensors
& Energetics
& Information
2024
£m
£m
£m
UK
66.5
162.7
229.2
US
121.4
31.1
152.5
Europe
75.1
10.9
86.0
Asia Pacific
12.2
3.6
15.8
Rest of the world
1.1
3.7
4.8
276.3
212.0
488.3
The directors consider that the only countries that are significant in accordance with IFRS 8 Operating Segments are the US and the UK.
The following table discloses the split of the Group’s revenue between goods and services:
Countermeasures
Sensors
& Energetics
& Information
2025
£m
£m
£m
Goods
314.0
42.2
356.2
Services
8.7
132.6
141.3
322.7
174.8
497.5
Countermeasures
Sensors
& Energetics
& Information
2024
£m
£m
£m
Goods
268.7
48.6
317.3
Services
7.6
163.4
171.0
276.3
212.0
488.3
All revenues recognised arose from contracts with customers.
As at 31 October 2025 £1,345m (2024: £1,022m) of revenue was not yet recognised in respect of obligations that were unfulfilled or only partially fulfilled
as at the year end. £431m (2024: £397m) of this revenue is expected to be recognised in the next financial year and £914m (2024: £625m) in future periods.
2. Business segments
IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly
reviewed by the Group Chief Executive and the Board to allocate resources to the segments and to assess their performance. For management purposes,
the Group’s operating and reporting structure clusters similar businesses together, based on the products and services they offer. These segments are the
basis on which the Group reports its segmental information.
The principal activities of each segment are as follows:
Countermeasures Development and manufacture of expendable countermeasures for air and sea platforms, cartridge/propellant actuated devices,
& Energetics pyrotechnic devices for satellite launch and deployment, missile components, propellants, separation sub-systems, actuators and
energetic materials.
Sensors & Information
Provision of consulting and technology services to solve security-critical issues. Development and manufacture of electronic
countermeasures and biological threat detection equipment.
NOTES TO THE GROUP FINANCIAL STATEMENTS
Chemring Group PLC Annual report and accounts 2025100
Strategic report Governance Financial statements
2. Business segments continued
A segmental analysis of revenue and operating profit is set out below:
Countermeasures
Sensors
& Energetics
& Information
Una llocated *
To t a l
Year ended 31 October 2025
£m
£m
£m
£m
Revenue
322.7
174.8
497.5
Segmental result before depreciation, amortisation and non-underlying items and
discontinued operations
79.7
38.2
(19.3)
98.6
Depreciation (note 13)
(17.3)
(5.5)
(22.8)
Amortisation (note 12)
(0.8)
(1.5)
(2.3)
Segmental underlying operating profit/(loss)
61.6
31.2
(19.3)
73.5
Amortisation of acquired intangibles (note 12)
(0.8)
(0.9)
(1.7)
Non-underlying items (note 3)
0.2
(5.4)
6.8
1.6
Impact of non-underlying items on profit before tax (note 3)
(0.6)
(6.3)
6.8
(0.1)
Segmental operating profit/(loss)
61.0
24.9
(12.5)
73.4
Finance expense
(5.7)
(5.7)
Profit/(loss) before tax
61.0
24.9
(18.2)
67.7
Ta x
(14.4)
(14.4)
Profit/(loss) for the year from continuing operations
61.0
24.9
(32.6)
53.3
Discontinued operations
(6.8)
1.7
(5.1)
Profit/(loss) for the year
54.2
26.6
(32.6)
48.2
Countermeasures
Sensors
& Energetics
& Information
Unallocated *
Total
Year ended 31 October 2024
£m
£m
£m
£m
Revenue
276.3
212.0
488.3
Segmental result before depreciation, amortisation and non-underlying items and
discontinued operations
61.0
47.3
(16.8)
91.5
Depreciation (note 13)
(15.8)
(4.6)
(20.4)
Amortisation (note 12)
(0.2)
(1.3)
(1.5)
Segmental underlying operating profit/(loss)
45.0
41.4
(16.8)
69.6
Amortisation of acquired intangibles (note 12)
(1.2)
(0.8)
(2.0)
Non-underlying items (note 3)
2.8
(3.2)
(10.6)
(11.0)
Impact of non-underlying items on profit before tax (note 3)
1.6
(4.0)
(10.6)
(13.0)
Segmental operating profit/(loss)
46.6
37.4
(27.4)
56.6
Finance expense
(4.8)
(4.8)
Profit/(loss) before tax
46.6
37.4
(32.2)
51.8
Ta x
(10.3)
(10.3)
Profit/(loss) for the year from continuing operations
46.6
37.4
(42.5)
41.5
Discontinued operations
(5.2)
3.2
(2.0)
Profit/(loss) for the year
41.4
40.6
(42.5)
39.5
* Unallocated items are specific corporate level costs that cannot be allocated to a business segment.
Assets and liabilities by segment are not reported to the Group Chief Executive on a monthly basis; therefore, they are not used as a key decision-making tool
and are not disclosed here. A disclosure of non-current assets by location, excluding derivative financial instruments, retirement benefit surplus and deferred tax,
is shown below:
2025
2024
Non-current assets by location
£m
£m
UK
252.2
198.5
US
155.0
169.3
Norway
96.8
33.6
Australia
14.2
13.5
518.2
414.9
Information on major customers
Of the Group’s total revenue, £97.1m (2024: £91.4m) arose from sales to the US DoD, £78.7m (2024: £98.5m) arose from the sales to the UK MOD and
£53.2m (2024: £50.7m) arose from sales to BAE Systems plc. These were the only customers where direct sales accounted for more than 10% of Group
revenue for the year. Sales were reported in both of the Group’s segments.
Chemring Group PLC Annual report and accounts 2025 101
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
3. Alternative performance measures
The principal Alternative Performance Measures (“APMs”) presented are the underlying measures of earnings which exclude non-underlying items, for example
relating to acquisitions and disposals, restructuring costs, impairment charges, defined benefit pension buy-in/buy-out costs and legal costs, the gain or loss on
the movement on the fair value of derivative financial instruments, and the amortisation of acquired intangibles. The directors believe that these APMs assist
the comparability of information between reporting periods. The term underlying is not defined under IFRS and may not be comparable with similarly titled
measures used by other companies.
Reconciliation from underlying to statutory performance:
2025
2024
Underlying
Non-underlying
Statutory
Underlying
Non-underlying
Statutory
performance
items
To t a l
performance
items
Total
£m
£m
£m
£m
£m
£m
Continuing operations
Revenue
497.5
497.5
488.3
488.3
Operating profit/(loss)
73.5
(0.1)
73.4
69.6
(13.0)
56.6
Finance expense
(5.7)
(5.7)
(4.8)
(4.8)
Profit/(loss) before tax
67.8
(0.1)
67.7
64.8
(13.0)
51.8
Taxation
(14.2)
(0.2)
(14.4)
(12.0)
1.7
(10.3)
Profit/(loss) after tax
53.6
(0.3)
53.3
52.8
(11.3)
41.5
Discontinued operations
Loss after tax from discontinued operations
(2.3)
(2.8)
(5.1)
(0.1)
(1.9)
(2.0)
Total profit/(loss) after tax
51.3
(3.1)
48.2
52.7
(13.2)
39.5
Earnings per ordinary share
Continuing operations
Basic
19.8p
19.7p
19.3p
15.2p
Diluted
19.4p
19.3p
18.9p
14.9p
Continuing operations and
discontinued operations
Basic
18.9p
17.8p
19.3p
14.5p
Diluted
18.6p
17.5p
18.9p
14.1p
In accordance with our accounting policy we have presented the following reconciliation of APMs used throughout this report to their IFRS equivalent measures
as follows:
2025
2024
Non-underlying items and non-underlying measures
£m
£m
Gain/(loss) on the movement in the fair value of derivative financial instruments (note 24)
7.3
(2.0)
Acquisition expenses (note 30)
(3.0)
(3.4)
Defined benefit pension buy-in and buy-out transaction
(0.4)
(7.5)
Change in senior management positions
(1.2)
Business restructuring
(2.5)
Decrease in legal and disposal provisions (note 25)
0.2
3.1
Impact of non-underlying items on EBITDA
1.6
(11.0)
Amortisation of acquired intangibles arising from business combinations (note 12)
(1.7)
(2.0)
Impact of non-underlying items on profit before tax
(0.1)
(13.0)
Tax impact of non-underlying items
(0.2)
1.7
Impact of non-underlying items on continuing profit after tax
(0.3)
(11.3)
Non-underlying discontinued operations after tax (note 5)
(2.8)
(1.9)
Impact of non-underlying items on profit after tax
(3.1)
(13.2)
Underlying profit after tax
51.3
52.7
Statutory profit after tax
48.2
39.5
The APMs used may not be comparable across companies. The impact of non-underlying items on statutory basic and diluted EPS, as well as a reconciliation to
the IFRS equivalent, is presented in note 10. The impact of non-underlying items on cash generated from operating activities, as well as a reconciliation to the
IFRS equivalent, is presented in note 32. The cash impact of non-underlying items includes the impact of exceptional items from prior years where the income
statement and cash flow timings differ. Non-underlying items are defined in the accounting policies on page 140.
As adjusted results include the benefits of significant restructuring programmes but exclude significant costs (such as significant legal, major restructuring and
transaction items), they should not be regarded as a complete picture of the Group’s financial performance, which is presented in statutory earnings. The
exclusion of adjusting items may result in adjusted earnings being materially higher or lower than statutory earnings. In particularly, when significant impairments,
restructuring charges and legal costs are excluded adjusted earnings will be higher than statutory earnings.
Chemring Group PLC Annual report and accounts 2025102
Strategic report Governance Financial statements
3. Alternative performance measures continued
It should also be noted that adjusted earnings may not be comparable to similarly titled measures in other companies, and where amortisation of intangibles
acquired in business combinations is excluded, the related revenue is not also excluded.
Derivative financial instruments
Included in non-underlying items is a £7.3m gain (2024: £2.0m loss) on the movement in fair value of derivative financial instruments. This is excluded from
underlying earnings to ensure the recognition of the gain or loss on the derivative matches the timing of the underlying transaction.
Acquisition expenses
Included in non-underlying items is £3.0m (2024: £3.4m) of acquisition-related expenses. This includes £2.2m (2024: £3.2m) relating to deferred consideration
contingent on continued employment of the former owners of Geollect, which has been accounted for as equity-settled share-based payments under IFRS 2
Share-based Payments, and on continued employment of the former owners of Landguard, which has been accounted for as remuneration under IFRS 3 Business
Combinations. We have classified this cost as a non-underlying item as it is a non-recurring cost relating to acquisitions. See note 30 for further details. The
remaining expense of £0.8m (2024: £0.2m) primarily includes professional fees incurred in relation to the Group’s mergers and acquisitions activity during the
year. The acquisition-related expenses are not reflective of the underlying costs of the Group and therefore, in order to provide an explanation of results that
is not distorted by the costs of a business being acquired rather than organically developed, these costs have been excluded from the underlying measures.
This expense has been presented against the Sensors & Information business segment in note 2.
Defined benefit pension buy-in and buy-out transaction
Included in non-underlying items is an expense of £0.4m (2024: £7.5m). This comprises the settlement loss following the buy-in transaction of £nil (2024: £7.0m),
as well as ongoing costs of £0.4m (2024: £0.5m) incurred in relation to the buy-in process which will eventually conclude with a buy-out of the scheme. The buy-in
and buy-out transaction is considered a non-recurring event by nature and the expense relating to it is material in size; therefore, these costs have been excluded
from the underlying measures.
Business restructuring
Included in non-underlying items are costs of £2.5m (2024: £nil) relating to business restructuring. During the period the Group took mitigating action to match
Roke’s cost base with current demand, integrating the Futures business unit within the Defence business unit. As such, these costs are not reflective of the underlying
costs of the Group and have been excluded from the underlying measures.
Legal and disposal provisions
Included in non-underlying items is a £0.2m (2024: £3.1m) release of legal and disposal provisions relating to the 2018 incident at our UK Countermeasures
facility in Salisbury. This release has been presented against the Countermeasures & Energetics business segment in note 2.
Amortisation of acquired intangibles
Included in non-underlying items is the amortisation charge arising from business combinations of £1.7m (2024: £2.0m). Amortisation of acquired intangibles
arising from business combinations is associated with acquisition accounting under IFRS 3 Business Combinations. IFRS requires intangibles to be recognised on
acquisition that would not have been capitalised had the business grown organically under Chemring’s ownership. As such, these costs are not reflective of the
underlying costs of the Group and therefore, in order to provide an explanation of results that is not distorted by the history of business units being acquired
rather than organically developed, have been excluded from the underlying measures.
Tax
The tax impact of non-underlying items comprises a £0.2m charge (2024: £1.7m credit) on the above non-underlying items.
We present the underlying effective tax rate for the Group, excluding non-underlying items, that is comparable over time. This is the taxation expense for
the Group, excluding any non-underlying tax charge or credit, as a percentage of underlying profit before taxation.
Net debt
A reconciliation and analysis of net debt is presented in notes 33 and 34. This APM allows management to monitor the indebtedness of the Group.
Discontinued operations
Further details on the results of discontinued operations are presented in note 5.
EBITDA
In our financial review we present measures of continuing EBITDA, which is calculated as follows:
2025
2024
£m
£m
Operating profit
73.4
56.6
Amortisation arising from business combinations (note 12)
1.7
2.0
Amortisation of development costs (note 12)
1.3
1.2
Amortisation of patents and licences (note 12)
0.1
0.3
Amortisation of software and ERP (note 12)
0.9
Depreciation of property, plant and equipment (note 13)
22.8
20.4
Amortisation of government grant income* (note 20)
EBITDA
100.2
80.5
Non-underlying items
(1.6)
11.0
Underlying EBITDA
98.6
91.5
* Amortisation of government grant income has been added back in our calculation of EBITDA due to the non-cash nature. Inclusion of this adjustment provides a clearer view of the
Group’s cash-generating abilities.
Chemring Group PLC Annual report and accounts 2025 103
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
3. Alternative performance measures continued
Constant currency revenue and operating profit
In our financial review we present a measure of constant currency revenue and operating profit. This is calculated by translating our results for the year ended
31 October 2025 at the average exchange rates for the comparative year ended 31 October 2024.
Underlying cash conversion
In our financial review we present a measure of underlying cash conversion. This is calculated as underlying operating cash as a ratio of underlying EBITDA for
the stated period. Comparative period values for years prior to the year ended 31 October 2025 can be found on page 148 in the five-year record of financials.
4. Operating profit
Operating profit is stated after charging/(crediting):
2025
2024
£m
£m
Research and development costs
– internally funded
14.2
14.0
Amortisation
– arising from business combinations
1.7
2.0
– development costs
1.1
1.2
– patents and licences
0.3
0.3
– software and ERP
0.9
Depreciation of property, plant and equipment
– owned assets
20.5
18.6
– leased assets
2.3
1.9
Loss on disposal of non-current assets
0.1
1.7
Government grant income
Foreign exchange losses
0.8
0.3
Staff costs (note 6)
203.3
189.1
Cost of inventories recognised as an expense
163.3
158.5
The remaining items within operating profit predominantly relate to general and administrative expenses and production overheads.
A detailed analysis of the auditor’s remuneration on a worldwide basis is set out below:
2025
2024
Auditor’s remuneration
£m
£m
Fees payable to the Company’s auditor and its associates for:
– the audit of the Company’s annual accounts
0.5
0.5
– the audit of the Company’s subsidiaries, pursuant to legislation
0.8
0.8
1.3
1.3
Other services
Audit-related assurance services
0.1
0.1
1.4
1.4
Included in the fees for the audit of the Company’s annual accounts is £0.1m (2024: £0.1m) in respect of the parent company. A description of the work of the
Audit Committee is set out in the Audit Committee report on pages 65 to 68. This includes an explanation of how auditor objectivity and independence are
safeguarded when non-audit services are provided by the auditor. No services were provided by the auditor pursuant to contingent fee arrangements.
Chemring Group PLC Annual report and accounts 2025104
Strategic report Governance Financial statements
5. Results from discontinued operations and held for sale asset
Total losses from discontinued operations for the year to 31 October 2025 were £5.1m (2024: £2.0m). Included in this balance are amounts relating to the EHD
business, Alloy Surfaces Company, Inc. and other discontinued operations. The EHD business includes the underlying loss of £0.3m (2024: £1.3m) and a non-underlying
credit of £0.7m (2024: £5.2m), being the profit from the sale of the EHD business during the year and a tax credit against those non-underlying items of £1.3m
(2024: £0.7m charge) (see below). Alloy Surfaces Company, Inc. includes the underlying loss of £2.0m (2024: £1.2m profit) and a non-underlying charge of £5.1m
(2024: £nil) and associated tax credit of £0.8m (2024: £nil) in relation to the divestment of the business (see below). Other discontinued operations includes a
£0.5m charge (2024: £6.4m) relating to an increase in provisions for a previously disposed European Munitions business (see note 25 for further details).
2025 2024
Underlying
Non-underlying
To t a l
Underlying
Non-underlying
Total
£m
£m
£m
£m
£m
£m
EHD business
Revenue
0.8
0.8
1.8
1.8
Operating (loss)/profit
(0.4)
0.7
0.3
(1.5)
5.2
3.7
Ta x
0.1
1.3
1.4
0.2
(0.7)
(0.5)
Operating (loss)/profit from EHD business
(0.3)
2.0
1.7
(1.3)
4.5
3.2
Alloy Surfaces Company, Inc.
Revenue
19.2
19.2
22.1
22.1
Operating (loss)/profit
(2.4)
(5.1)
(7.5)
1.5
1.5
Ta x
0.4
0.8
1.2
(0.3)
(0.3)
Operating (loss)/profit from Alloy Surfaces
Company, Inc.
(2.0)
(4.3)
(6.3)
1.2
1.2
Other discontinued operations
Increase in provisions
(0.5)
(0.5)
(6.4)
(6.4)
Total loss from discontinued
operations
(2.3)
(2.8)
(5.1)
(0.1)
(1.9)
(2.0)
The net cash outflow from operating activities was £2.3.m (2024: £0.9m) and the cash inflow from investing activities was £5.7m (2024: £0.2m outflow). There were
no cash flows from financing activities.
EHD business
In 2023, the decision was taken that the Explosive Hazard Detection (“EHD”) business would not continue to operate as a result of the US DoD’s decision in
2022 to transition the HMDS Program of Record into sustainment earlier than previously indicated. After evaluating the potential sustainment programme it was
determined that in the short to medium term there was insufficient DoD funding to make it economically viable for Chemring to continue to operate the EHD
business. Therefore, the business was abandoned and treated as a discontinued operation.
During the year to 31 October 2024, and prior to the assets being physically disposed of, the Group received an offer to purchase the EHD business and
subsequently it was sold on 22 May 2025. Up to the date of sale, the business assets were preserved, and certain costs were incurred to safeguard these assets
in order to ensure that they were in a condition ready to sell. There was also certain revenue related to the sale of spare parts for the service of active units in
operation which occurred up to the sale date, as disclosed in the table above.
The Group completed the sale of its EHD business to Elta North America, Inc. on 22 May 2025. Under the terms of the agreement, the Group received
consideration of $9.0m upon completion of the transaction. The profit on disposal of £0.7m and associated tax credit of £1.3m have been treated as
non-underlying items in the year to 31 October 2025.
2025
£m
Consideration received or receivable:
Cash
6.6
Total disposal consideration
6.6
Net assets and liabilities disposed of
(5.0)
Disposal costs
(0.9)
Profit on disposal before tax
0.7
Income tax on loss on disposal
1.3
Profit on disposal after tax
2.0
Chemring Group PLC Annual report and accounts 2025 105
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
5. Results from discontinued operations and held for sale asset continued
EHD business continued
The carrying amount of assets and liabilities as at the date of sale was:
22 May 2025
£m
Asset held for sale
5.0
Trade and other receivables
Total assets
5.0
Trade and other payables
Total liabilities
Net assets
5.0
In the year to 31 October 2024, non-underlying items included a £4.5m credit associated to the EHD business, being the reversal of an impairment of £5.8m of the held
for sale assets, a £0.6m charge for site rationalisation costs and professional fees related to the sale, and a tax charge against those non-underlying items of £0.7m.
Alloy Surfaces Company, Inc.
During the year to 31 October 2025, a strategic review of the Group’s Countermeasures & Energetics portfolio was conducted. The Board concluded that the
Alloy Surfaces Company, Inc. (Alloy) business would be divested and as such has been marketed for sale. Alloy has been treated as a discontinued operation
in 2025. Prior to the decision to divest the Alloy business, it was presented as part of the Countermeasures & Energetics segment.
During the year, the business was marketed for sale and progress towards a sale has been made. The disposal is expected to complete within the next 12 months.
At 31 October 2025, Alloy’s disposal group comprised the following assets:
£m
Non-current assets
Goodwill
3.5
Development costs
1.0
Property, plant and equipment
4.3
Current assets
Inventories
1.5
Assets classified as held for sale
10.3
The disposal group assets have been measured at carrying amounts. This is lower than the fair value less costs to sell.
The comparative income statement and cash flow information for the year ended 31 October 2024 has been re-presented on the basis of the classification
of the Alloy business as discontinued:
Reported Re-presented
2024
Adjustments
2024
CONSOLIDATED INCOME STATEMENT
£m
£m
£m
Continuing operations
Revenue
510.4
(22.1)
488.3
Operating profit
58.1
(1.5)
56.6
Finance expense
(4.8)
(4.8)
Profit before tax
53.3
(1.5)
51.8
Taxation
(10.6)
0.3
(10.3)
Profit after tax
42.7
(1.2)
41.5
Discontinued operations
Loss after tax
(3.2)
1.2
(2.0)
Total profit after tax
39.5
39.5
CONSOLIDATED CASH FLOW STATEMENT
Continuing operations
Cash flows from operating activities
96.0
(2.1)
93.9
Discontinued operations
Cash flows from operating activities
(3.0)
2.1
(0.9)
Total cash flows from operating activities
93.0
93.0
All adjustments related to underlying items.
Chemring Group PLC Annual report and accounts 2025106
Strategic report Governance Financial statements
6. Staff costs
The average monthly number of employees, including executive directors, was:
2025
2024
Number
Number
Direct
1,594
1,573
Indirect
1,123
982
Continuing operations
2,717
2,555
Discontinued operations
105
128
2,822
2,683
The costs incurred, including share-based payments, were:
2025
2024
£m
£m
Wages and salaries
163.2
156.0
Social security costs
19.4
17.0
Other pension costs
10.3
10.3
Share-based payment charge
5.1
5.8
Staff costs from continuing operations
198.0
189.1
Staff costs from discontinued operations
5.3
8.0
Total staff costs
203.3
197.1
The share-based payment charge of £5.1m (2024: £5.8m) excludes £1.4m (2024: £3.2m) of deferred consideration in relation to acquisitions accounted for as
equity-settled share-based payments. The wages and salaries charge of £163.2m (2024: £156.0m) excludes £0.8m (2024: £nil) of deferred consideration accounted
for in accordance with IFRS 3 Business Combinations. These amounts are included in non-underlying costs; see notes 3, 29 and 30 for details.
7. Finance expense
2025
2024
£m
£m
Bank overdraft and loan interest
7.3
5.8
Amortisation of debt finance costs
0.9
0.4
Lease liability interest (note 19)
0.7
0.3
8.9
6.5
Amount capitalised (note 13)
(3.2)
(1.7)
Finance expense
5.7
4.8
The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate applicable to the entity’s general
borrowings during the year, in this case 5.7% (2024: 6.1%). During the year £3.2m (2024: £1.7m) of interest was capitalised in relation to automation programmes,
the investment in capacity expansion in the Energetics businesses, and investment in the infrastructure of our Roke business.
8. Taxation
2025
2024
£m
£m
Current tax charge – current year
11.1
7.4
Current tax credit – prior year
(0.4)
(0.8)
Deferred tax charge – current year (note 26)
5.6
3.0
Deferred tax (credit)/charge – prior year (note 26)
(1.9)
0.7
Tax charge
14.4
10.3
Income tax in the UK is calculated at 25% (2024: 25%) of the taxable profit for the year. Tax for other jurisdictions is calculated at the rates prevailing in those jurisdictions.
Chemring Group PLC Annual report and accounts 2025 107
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
8. Taxation continued
The tax charge can be reconciled to the income statement as follows:
2025
2024
£m
£m
Profit before tax
67.7
51.8
Tax at the UK corporation tax rate of 25% (2024: 25%)
16.9
13.0
Expenses not deductible for tax purposes
1.3
0.1
Changes in tax rates
Tax losses/future interest deductions not previously recognised
(1.2)
Provision/(release) of tax risk provision
0.2
(2.8)
Prior period adjustments
(2.3)
(0.1)
Overseas profits taxed at rates different to the UK standard rate
(0.5)
0.1
Tax charge for continuing operations
14.4
10.3
In addition to the tax charge in the income statement, a tax charge of £0.4m (2024: £0.6m credit) has been recognised in other comprehensive income in the year.
The effective rate of tax on the profit before tax of the Group is 21.3% (2024: 19.9%), and the effective rate of tax on the underlying profit before tax of the
Group is 20.9% (2024: 18.5%). The effective rate of tax on the underlying profit before tax is lower than the corporation tax rate due to the benefit of US
losses recognised for the previous and current period.
Factors affecting the tax charge in future years
The Group’s future tax charge and effective tax rate could be affected by several factors including: tax reform in countries around the world, including any arising
from the implementation of the OECD’s BEPS actions and European Commission initiatives such as the proposed tax and financial reporting directive or as a
consequence of state aid investigations; future corporate acquisitions and disposals; and any restructuring of our business.
9. Dividends
2025
2024
£m
£m
Dividends paid on ordinary shares of 1p each
Final dividend of 5.2p per share for the year ended 31 October 2024 (4.6p per share for the year ended 31 October 2023)
14.2
12.5
Interim dividend of 2.7p per share for the year ended 31 October 2025 (2.6p per share for the year ended 31 October 2024)
7.3
7.1
Total dividends
21.5
19.6
Subject to approval at the Annual General Meeting, the final dividend of 5.3p per ordinary share will be paid on 10 April 2026 to all shareholders registered at
the close of business on 20 March 2026. The estimated cash value of this dividend is £14.5m, although the final payment may be lower as a result of the impact
of share buybacks. The total dividend for the year will therefore be 8 . 0p (2024: 7.8p) per ordinary share. As the final dividend is subject to approval by the
shareholders at the Annual General Meeting, it has not been included as a liability in the financial statements for the year ended 31 October 2025.
The cumulative preference shares carry an entitlement to a dividend at the rate of 7p per share per annum which was paid in equal instalments on 30 April 2025
and 31 October 2025.
10. Earnings per ordinary share
Earnings per share is based on the average number of shares in issue, excluding own shares held, of 270,724,940 (2024: 272,875,033).
Diluted earnings per share has been calculated using a diluted average number of shares in issue, excluding own shares held, of 276,057,896 (2024: 279,133,292).
The number of shares used in the calculations is as follows:
2025
2024
Ordinary Ordinary
shares shares
Number
Number
millions
millions
Weighted average number of shares used to calculate basic earnings per share
270.7
272.9
Additional shares issuable other than at fair value in respect of options outstanding
5.4
6.2
Weighted average number of shares used to calculate diluted earnings per share
276.1
279.1
The earnings used in the calculations of the various measures of earnings per share are as follows:
2025 2024
Basic EPS
Diluted EPS
Basic EPS
Diluted EPS
£m
Pence
Pence
£m
Pence
Pence
Underlying profit after tax
53.6
19.8
19.4
52.8
19.3
18.9
Non-underlying items (note 3)
(0.3)
(11.3)
Profit from continuing operations
53.3
19.7
19.3
41.5
15.2
14.9
Loss from discontinued operations
(5.1)
(1.9)
(1.8)
(2.0)
(0.7)
(0.8)
Total profit after tax
48.2
17.8
17.5
39.5
14.5
14.1
Chemring Group PLC Annual report and accounts 2025108
Strategic report Governance Financial statements
11. Goodwill
£m
Cost
At 1 November 2023
204.3
Foreign exchange adjustments
(6.8)
At 31 October 2024
197.5
Acquisitions through business combinations (note 30)
5.3
Reclassification to Assets classified as held for sale (note 5)
(3.5)
Foreign exchange adjustments
(2.6)
At 31 October 2025
196.7
Accumulated impairment losses
At 1 November 2023
(103.8)
Foreign exchange adjustments
4.8
At 31 October 2024
(99.0)
Foreign exchange adjustments
1.9
At 31 October 2025
(97.1)
Carrying amount
At 31 October 2025
99.6
At 31 October 2024
98.5
Goodwill is allocated at acquisition to the cash-generating units (“CGUs”) that are expected to benefit from that business combination. The cash-generating units
are the individual legal entities, which are the smallest group of assets that generate cash inflows. The legal entities are grouped into the relevant operating
segments reported in note 2.
The carrying value of goodwill by CGUs are:
2025
2024
£m
£m
Roke Manor Research Limited
42.7
37.4
Chemring Energetics UK Limited
14.6
14.6
Chemring Sensors & Electronic Systems, Inc.
16.9
17.2
Chemring Energetic Devices, Inc.
15.8
16.2
Kilgore Flares Company LLC
5.8
5.8
Other
3.8
7.3
99.6
98.5
The “Other” CGU is the carrying amount of goodwill that is allocated across multiple CGUs.
Goodwill of £5.3m arising from the acquisition of Landguard Nexus Limited during the year was allocated to the Roke Manor Research Limited CGU as it will
form part of this operating company going forward (see note 30 for further details).
In the year ended 31 October 2025, a strategic review of the Group’s Countermeasures & Energetics portfolio was conducted. The Board concluded that
the Alloy Surfaces Company, Inc. (“Alloy”) business, which sits in “Other”, would be divested and as such has been marketed for sale. It has been treated as a
discontinued operation in 2025. Goodwill of £3.5m has been reclassified to Assets classified as held for sale on the balance sheet as part of a disposal group.
The Group tests goodwill at least annually for impairment. Tests are conducted more frequently if there are indications that goodwill might be impaired.
The recoverable amounts of the CGUs are determined from value-in-use calculations that use cash flow projections. This exercise also forms the basis
of any impairment reviews of PPE and for the parent company’s investment in subsidiaries, should any impairment triggers be identified.
The cashflows are prepared using the Board-approved five-year plan, which is built bottom up and makes assumptions, based on past experience, around customer
budgets and priorities, winning and executing key contracts, the commissioning of new facilities, production ramp up and operating margins. Risk adjustments,
or contingencies, are then applied to the bottom up forecasts to arrive at the Board approved plan. At the end of five years, the calculations assume the performance
of the CGUs will grow at a nominal annual rate of 2.5% (2024: 2.5%) in perpetuity. Growth rates are based on management’s view of industry growth forecasts.
The cash flow forecasts have been discounted using a pre-tax discount rate of 11.0-13.3% (2024: 11.6-13.9%).
The recoverable amount of goodwill shows headroom compared with its carrying amount, hence no impairment charge was recorded for any CGU in the year
ended 31 October 2025 (2024: no impairment).
Stress testing was performed on the cash flow forecasts to consider the impact of reasonably possible scenarios over the forecast period, including a 1% increase
in discount rate, a 1% reduction in long-term growth rate, a 10% fall in the forecast cash flows or a $0.10 weakening in the sterling to US dollar exchange rate.
With the exception of Kilgore Flares Company, LLC. (“Kilgore”), none of these stress tests resulted in an impairment to goodwill. Management considers, with
the exception of Kilgore, that no reasonable possible change in key assumptions would cause an impairment in goodwill’s carrying value at 31 October 2025.
For the Kilgore CGU, the value in use calculations show a recoverable amount that exceeds its carrying value by £8.0m such that no impairment of the CGU
has been identified. However, the Board-approved five-year plan assumes revenue growth of 2.3% CAGR over the 5-year period which is based on assumptions
around US DoD budget increases and the volume of orders that Kilgore will win under dual sourced contracts. Reasonable plausible changes to these revenue
assumptions could result in headroom being eliminated, or even an impairment being recognised. A reduction in revenue CAGR to 1.9% would result in the
recoverable amount of Kilgore to equal its carrying value.
Chemring Group PLC Annual report and accounts 2025 109
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
12. Development costs and other intangible assets
Acquired
Development
Acquired
customer
Patents and
costs
technology
relationships
licences
Software
Total
£m
£m
£m
£m
£m
£m
Cost
At 1 November 2023
63.4
103.6
54.2
0.5
158.3
Additions
3.1
2.7
2.7
Disposals
(0.4)
(0.4)
Foreign exchange adjustments
(2.1)
(5.1)
(2.0)
(7.1)
At 31 October 2024
64.4
98.1
52.2
3.2
153.5
Additions
4.1
8.4
8.4
Acquisitions through business combinations (note 30)
7.4
5.2
12.6
Disposals
(2.6)
(0.1)
(0.1)
Reclassification to Assets classified as held for sale
(0.6)
(0.5)
(0.5)
Reclassification of Software assets
(0.3)
(1.9)
19.7
17.8
Foreign exchange adjustments
(0.8)
(1.9)
(0.9)
0.3
(2.5)
At 31 October 2025
64.2
103.6
56.5
1.3
27.8
189.2
Amortisation
At 1 November 2023
(45.8)
(100.1)
(48.4)
(0.2)
(148.7)
Charge
(1.3)
(0.8)
(1.2)
(0.3)
(2.3)
Disposals
0.4
0.4
Foreign exchange adjustments
1.3
5.2
1.9
7.1
At 31 October 2024
(45.8)
(95.3)
(47.7)
(0.5)
(143.5)
Charge
(1.5)
(0.5)
(1.2)
(0.1)
(0.9)
(2.7)
Disposals
2.6
Reclassification to Assets classified as held for sale
0.1
Reclassification of Software assets
0.4
(2.3)
(1.9)
Foreign exchange adjustments
0.6
1.9
0.7
0.1
(0.1)
2.6
At 31 October 2025
(44.0)
(93.9)
(48.2)
(0.1)
(3.3)
(145.5)
Carrying amount
At 31 October 2025
20.2
9.7
8.3
1.2
24.5
43.7
At 31 October 2024
18.6
2.8
4.5
2.7
10.0
Included within the development costs of £20.2m, individually material balances relate to Joint Biological Tactical Detection System of £8.5m (2024: £8.8m) and
Perceive of £3.0m (2024: £4.3m). Development costs are amortised over their useful economic lives, estimated to be between two and ten years, which begins
once a product is being actively marketed to customers, or in the case of products being sole supplied to a single customer, once that programme is in full rate
production. The remaining amortisation periods for these assets range up to ten years.
Acquired intangibles are recognised at fair value on acquisition and are amortised over their estimated useful lives. Fair values for acquired intangibles are assessed
by reference to future estimated cash flows, discounted at an appropriate rate to present value, or by reference to the amount that would have been paid in an
arm’s length transaction between two knowledgeable and willing parties.
Acquired technology of £9.7m includes individually material balances relating to Roke (including Landguard System, Cubica Group and Geollect). The remaining
amortisation periods for these assets range from six to ten years.
Acquired customer relationships of £8.3m include individually material balances relating to Chemring Energetic Devices of £1.2m (2024: £2.1m) and Roke
(including Landguard System, Cubica Group and Geollect) of £7.1m (2024: £2.4m). The remaining amortisation periods for these assets range from one
to ten years.
Other intangible assets are recognised at cost and are amortised over their estimated useful economic lives, which are set out in the accounting policies section.
During the year ended 31 October 2025, Group reclassified costs in association with software from tangible fixed assets and patents and licences to software.
The reclassification of cost and amortisation is included in the “Reclassification of Software” line of the table above. In addition, the net book value of capitalised
development costs of £0.5m and Software of £0.5m in association with Alloy Surfaces Company, Inc. were reclassified to Assets classified as held for sale.
Of the £4.2m amortisation charge for the year, £4.0m relates to underlying operations and £0.2m to discontinued operations.
Chemring Group PLC Annual report and accounts 2025110
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13. Property, plant and equipment
Right-of-use
Right-of-use
Land and
Plant and
land and
plant and
buildings
equipment
buildings
equipment
Total
£m
£m
£m
£m
£m
Cost or valuation
At 1 November 2023
154.5
190.6
11.9
0.8
357.8
Additions
27.6
41.1
6.4
0.3
75.4
Disposals
(0.4)
(2.1)
(4.2)
(0.2)
(6.9)
Reclassification
0.8
(0.8)
Foreign exchange adjustments
(4.3)
(7.0)
(0.4)
(11.7)
At 31 October 2024
178.2
221.8
13.7
0.9
414.6
Additions
27.7
74.6
6.1
108.4
Acquisition through business combinations (note 30)
0.2
0.4
0.6
Disposals
(0.1)
(6.8)
(0.6)
(7.5)
Reclassification to Assets classified as held for sale
(3.9)
(8.4)
(12.3)
Reclassification
0.3
(17.8)
(17.5)
Foreign exchange adjustments
(1.2)
1.1
0.2
0.1
At 31 October 2025
201.0
264.7
19.8
0.9
486.4
Depreciation
At 1 November 2023
(26.9)
(82.5)
(5.7)
(0.5)
(115.6)
Charge
(4.3)
(14.8)
(1.8)
(0.1)
(21.0)
Disposals
0.2
0.6
4.2
0.2
5.2
Foreign exchange adjustments
1.1
3.0
0.5
4.6
At 31 October 2024
(29.9)
(93.7)
(2.8)
(0.4)
(126.8)
Charge
(5.0)
(15.9)
(2.2)
(0.1)
(23.2)
Disposals
0.1
6.8
0.6
7.5
Reclassification to Assets classified as held for sale
1.9
6.1
8.0
Reclassification
1.9
1.9
Foreign exchange adjustments
0.2
0.7
0.9
At 31 October 2025
(32.7)
(94.1)
(4.4)
(0.5)
(131.7)
Carrying amount
At 31 October 2025
168.3
170.6
15.4
0.4
354.7
At 31 October 2024
148.3
128.1
10.9
0.5
287.8
During the year, £3.2m (2024: £1.7m) of interest was capitalised, as set out in note 7. £1.0m (2024: £1.0m) of capitalised interest was charged as depreciation
and £nil (2024: £nil) was disposed of. This results in a net book value for capitalised interest of £13.5m (2024: £11.3m).
The net book value of property, plant and equipment of £4.3m in relation to assets associated with Alloy Surfaces Company, Inc. has been reclassified to Assets
classified as held for sale in the year ended 31 October 2025. See note 5 for further details.
Included within land and buildings and plant and equipment are assets under construction of £44.9m and £86.1m respectively (2024: £34.6m and £31.4m).
These assets are not depreciated.
During the year, £34.8m (2024: £12.3m) of property, plant and equipment additions related to capital projects funded via receipt of government grants (see note 20).
As part of the transition to IFRS in 2005, Chemring utilised the most recent revaluation amount for land and buildings for two pyrotechnic sites, to be utilised
as the deemed cost of the asset under IFRS. All other tangible fixed assets are stated at historical cost.
At 31 October 2025, the Group had entered into contractual commitments for the acquisition of property, plant and equipment amounting to £34.4m (2024: £19.5m).
In addition, the Group had commitments for the acquisition of property, plant and equipment of £12.0m (2024: £7.0m) under government grant conditions.
Cash flows from purchases of property, plant and equipment are £93.4m (2024: £64.8m). The difference to the additions total presented above includes £7.2m
(2024: £6.9m) of non-cash movements related to right-of-use assets as well as the movement in accrued capital expenditure.
During the year ended 31 October 2025, the Group reclassified costs in association with software from tangible fixed assets to intangible fixed assets.
The reclassification of cost and amortisation is included in the “Reclassification” line of the table above.
Of the £23.2m depreciation charge for the year, £22.8m relates to underlying operations and £0.4m to discontinued operations.
Chemring Group PLC Annual report and accounts 2025 111
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
14. Subsidiary undertakings
All subsidiary undertakings have been reflected in these financial statements. The subsidiary undertakings held at 31 October 2025, which have a single class
of ordinary shares all 100% owned by the Group, are shown below. All of these subsidiary undertakings are wholly controlled by Chemring Group PLC,
unless otherwise stated.
Country of incorporation
(or registration) and operation
Operating segment
Subsidiary undertaking
Chemring Australia Pty Limited
Australia
Countermeasures & Energetics
Chemring Countermeasures Limited*
England
Countermeasures & Energetics
Chemring North America Unlimited
England
Dormant
Chemring Prime Contracts Limited*
England
Dormant
Chemring Technology Solutions Limited*
England
Countermeasures & Energetics
Chemring Holdings Limited*
England
Holding company
Chemring Group Staff Pension Scheme Trustee Limited*
England
Dormant
Cubica Technology Limited*
England
Dormant
Geollect Limited*
England
Dormant
Landguard Nexus Limited
England
Holding company
Landguard Systems Limited
England
Sensors & Information
Q6 Holdings Limited*
England
Dormant
Roke Manor Research Limited
England
Sensors & Information
Vigil AI Limited**
England
Sensors & Information
Chemring Nobel AS
Norway
Countermeasures & Energetics
Chemring Energetics UK Limited
Scotland
Countermeasures & Energetics
Alloy Surfaces Company, Inc.
US
Countermeasures & Energetics
ASC Realty LLC
US
Property holding company
Chemring Energetic Devices, Inc.
US
Countermeasures & Energetics
Chemring North America Group, Inc.
US
Holding company
Chemring Sensors & Electronic Systems, Inc.
US
Sensors & Information
CHG Flares, Inc.
US
Holding company
CHG Group, Inc.
US
Holding company
Geollect LLC
US
Sensors & Information
Landguard Systems, Inc.
US
Sensors & Information
Kilgore Flares Company LLC
US
Countermeasures & Energetics
Roke USA, Inc.
US
Sensors & Information
Tactical Systems and Ordnance, Inc.
US
Non-trading
* Shares directly held by Chemring Group PLC.
** 80% indirectly owned by Chemring Group PLC.
Chemring Holdings Limited (company number 02731691), Chemring Technology Solutions Limited (company number 01528540), Geollect Limited (company
number 10584604), Landguard Nexus Limited (company number 13256690) and Landguard Systems Limited (company number 05672024) are exempt from
the requirement to file audited accounts for the year ended 31 October 2025 by virtue of section 479A of the Companies Act 2006. See page 149 for the
registered offices of the subsidiary undertakings.
15. Inventories
2025
2024
£m
£m
Raw materials
61.2
57.4
Work in progress
62.6
54.7
Finished goods
19.4
15.0
143.2
127.1
There are no significant differences between the replacement cost of inventory and the carrying amount shown above. The Group recognised £10.2m
(2024: £0.8m) as a write down of inventories to net realisable value. See note 4 for details of cost of inventories recognised as an expense.
Chemring Group PLC Annual report and accounts 2025112
Strategic report Governance Financial statements
16. Trade and other receivables
2025
2024
£m
£m
Trade receivables
59.1
46.2
Allowance for doubtful debts
(0.1)
59.1
46.1
Advance payments to suppliers
7.8
1.4
Other receivables
14.2
13.8
Prepayments
10.3
7.0
Accrued income
19.1
22.7
110.5
91.0
All amounts shown above are due within one year.
The average credit period taken by customers on sales of goods, calculated using a countback basis, is 23 days (2024: 15 days). No interest is charged on
receivables from the date of invoice to payment.
Given the Group’s customer base, expected credit losses are typically not material; however, if there is any doubt over recoverability, the Group’s policy is
to provide in full for trade receivables outstanding for more than 120 days beyond agreed terms. As at 31 October 2025, £1.0m (2024: £2.0m) of gross trade
receivables were aged greater than 30 days past due.
The directors consider that the carrying amount of trade and other receivables approximates to their fair values.
Of the £22.7m of accrued income at 31 October 2024, £22.4m had been billed and paid in the year. Of the £19.1m of accrued income at 31 October 2025,
£7.9m was billed in the month after the reporting date. The remainder relates to the completion of performance obligations which will be billed at the next
contractual milestone, which is expected within the next year.
Of the £14.2m (2024: £13.8m) of other receivables at 31 October 2025, £11.5m (2024: £11.7m) related to research and development expenditure credits receivable.
17. Cash and cash equivalents
Bank balances and cash comprise cash held by the Group with an original maturity of three months or less. The carrying amount of these assets approximates
to their fair value.
The Group has a UK Cash Pooling Arrangement (“UKCPA) for its sterling accounts, which do not meet the requirement to be settled net, therefore presented
by the cash position within cash and cash equivalents on the balance sheet. The Group also has a US overdraft facility which, until July 2025, was part of a daily
sweeping arrangement and therefore had a legal right to net to a single US account. The US overdraft facility is therefore excluded from the cash and cash
equivalents on the balance sheet as at 31 October 2025, but was included at 31 October 2024. Both of these facilities form an integral part of cash management.
For the purposes of the statement of cash flows, cash and cash equivalents amounts to £44.8m (2024: £2.0m). This differs to the balance sheet value of £65.3m
due to the inclusion of the UKCPA bank borrowing overdraft position and the US overdraft within one year totalling £20.5m.
18. Borrowings
Positive and negative cash positions within the UKCPA are not expected to be settled net. As such, positive balances in the UKCPA have been shown gross
in cash and cash equivalents and negative balances are shown within current liabilities as borrowings.
Interest accrued on the UKCPA is calculated on the net position.
Following changes to the US overdraft facility in July 2025, positive and negative cash balances are no longer expected to be settled net. As such, positive balances
across the US businesses have been shown gross in cash and cash equivalents and the negative balances are shown within current liabilities as bank borrowings.
Borrowings due within one year comprise overdrafts that are repayable on demand, and bank borrowing with a three-year amortising repayment schedule.
2025
2024
£m
£m
Within current liabilities
Bank overdrafts
20.5
43.0
Bank borrowings
26.7
Borrowings due within one year
47.2
43.0
Within non-current liabilities
Bank borrowings
91.6
43.7
Preference shares
0.1
0.1
Borrowings due after more than one year
91.7
43.8
Total borrowings
138.9
86.8
Chemring Group PLC Annual report and accounts 2025 113
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
18. Borrowings continued
Analysis of borrowings by currency:
2025
2024
£m
£m
Sterling
125.1
71.7
US dollar
13.8
15.1
138.9
86.8
The weighted average interest rates paid were as follows:
2025
2024
%
%
Bank overdrafts
– sterling denominated
5.7
6.3
– US dollar denominated
5.7
UK bank loans
– sterling denominated
5.9
6.6
An analysis of borrowings by maturity is as follows:
2025
2024
Bank
Bank
Preference
Bank
Bank
Preference
overdrafts
loans
shares
To t a l
overdrafts
loans
shares
Total
£m
£m
£m
£m
£m
£m
£m
£m
Borrowings falling due:
– within one year
20.5
26.7
47.2
43.0
43.0
Borrowings due within one year
20.5
26.7
47.2
43.0
43.0
Borrowings falling due:
– within one to two years
26.7
26.7
– within two to five years
64.9
64.9
43.7
43.7
– after five years
0.1
0.1
0.1
0.1
Borrowings due after more than one year
91.6
0.1
91.7
43.7
0.1
43.8
Total borrowings
20.5
118.3
0.1
138.9
86.7
0.1
86.8
The Group’s principal debt facilities comprise a £180m revolving credit facility up to December 2028, of which three further one-year extensions are available at
the banks’ discretion. The revolving credit facility was established in July 2021 with a syndicate of six banks. In addition the Group has a $20m swingline overdraft
facility for use in the US.
In October 2024, the Group entered into a UK Export Finance Export Development Guarantee led by Barclays PLC for up to £80m. This is a four-year, arm’s
length facility with a one-year drawdown period and a three-year amortising repayment schedule. At 31 October 2025, £26.7m is included within borrowings
due within one year. None of the borrowings are secured.
There have been no breaches of the terms of the loan agreements during the current or prior year.
The Group has the following undrawn borrowing facilities available, in respect of which all conditions precedent have been met. Interest costs under these
facilities are charged at floating rates.
2025
2024
£m
£m
Undrawn borrowing facilities
134.7
157.4
The Group is subject to two key financial covenants, which are tested quarterly. These covenants relate to the leverage ratio between underlying EBITDA and net
debt, and the interest cover ratio between underlying EBITDA and finance costs. The calculation of these ratios involves the translation of non-sterling denominated
debt using average, rather than closing, rates of exchange. Therefore, the leverage ratio of 0.95 times differs to the ratio of 0.90 times that is disclosed elsewhere in
the annual report and accounts, which is calculated using the closing rates of exchange. The Group was in compliance with the covenants throughout the year.
The year-end leverage ratio was 0.95 times (covenant limit of 3 times) and the year-end interest cover ratio was 12.17 times (covenant floor of 4 times).
Chemring Group PLC Annual report and accounts 2025114
Strategic report Governance Financial statements
19. Leases
The carrying amount, additions and depreciation charge for right-of-use assets by class of underlying asset is included in note 13.
The expense relating to short-term and low-value leases in the year was £1.4m (2024: £0.8m); also included in the operating activities section of the cash flow
is £1.4m (2024: £0.8m). In total, payments of £4.2m (2024: £3.3m) were made under leasing contracts. Included in the financing activities section of the cash flow
is £2.1m (2024: £2.2m) to repay the principal portion of the lease and £0.7m (2024: £0.3m) to repay lease interest. A maturity analysis of the future lease
payments in respect of the Group’s lease liabilities is presented in the table below:
2025
2024
£m
£m
Lease liabilities falling due:
– within one year
3.1
2.1
Lease liabilities falling due:
– within one to two years
4.9
1.5
– within two to five years
5.6
5.4
– more than five years
2.5
2.4
Impact of discounting
(0.6)
(0.4)
Lease liabilities due after more than one year
13.0
9.3
Lease liabilities included in the balance sheet as at 31 October
15.5
11.0
20. Government grants
A total of £48.4m (2024: £24.0m) of government grants were recognised on the balance sheet at 31 October 2025. The nature of these grants is capital grants
towards the construction of certain buildings and equipment. Of the £48.4m of grants held at 31 October 2025, £23.5m (2024: £22.0m) was received as cash
in the current financial year and £0.4m (2024: £nil) is expected to be recognised as other income within one year.
21. Contract liabilities
A total of £124.0m (2024: £78.2m) of contract liabilities were recognised on the balance sheet at 31 October 2025. £38.4m is relevant to goods and services that
will be delivered and provided within one year. The amount of £15.3m included in contract liabilities at 31 October 2024 has been recognised as revenue in 2025.
22. Trade and other payables
2025
2024
£m
£m
Trade payables
23.3
27.9
Other payables
42.6
36.1
Interest payable
0.4
Other tax and social security
7.1
6.4
Accruals
22.0
11.0
Deferred income
4.0
3.7
99.4
85.1
Other payables of £42.6m (2024: £36.1m) includes payroll-related creditors of £22.0m (2024: £19.1m). Accruals of £21.5m (2024: £11.0m) includes amounts
of £2.5m (2024: £nil) relating to deferred consideration accounted for in accordance with IFRS 3 Business Combinations. These amounts are included in
non-underlying costs; see notes 3 and 30 for details.
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.
The average credit period taken on purchases of goods is 25 days (2024: 30 days) using year-end trade payables divided by cost of sales. No interest is payable
on trade payables from the date of invoice to payment.
Chemring Group PLC Annual report and accounts 2025 115
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
23. Financial risk management
The Group uses financial instruments to manage financial risk wherever it is appropriate to do so. The main risks addressed by financial instruments are liquidity
risk, foreign currency risk, interest rate risk and credit risk. The Group’s policies in respect of the management of these risks, which remained unchanged
throughout the year, are set out below.
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises
principally from the Group’s receivables from customers.
The impairment provisions for financial assets disclosed in note 16 “Trade and other receivables” are based on assumptions about risk of default and expected
loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s past history
and existing market conditions, as well as forward-looking estimates at the end of each reporting period. Customers are mainly multinational organisations or
government agencies with which the Group has long-term business relationships. The Group’s principal customers are government defence departments, such
as the US Department of Defense (US DoD) and the UK Ministry of Defence (“UK MOD”), US and UK defence prime contractors, such as BAE Systems,
and distributors of products for their onward sale to end users.
The majority of revenue in 2025 related to the US DoD, the UK MOD and the US and UK defence prime contractors, which consistently pay within terms and
are deemed low credit risk as a result. For all other customers the Group’s policy is to trade under a letter of credit. If there is any doubt over recoverability, the
Group’s policy is to provide in full for trade receivables outstanding for more than 120 days beyond agreed terms. The balances which might be affected by credit
risk are trade receivables, accrued income and cash and cash equivalents.
(b) Capital management
The Group manages its capital to ensure that all entities in the Group will be able to continue as a going concern while meeting the returns to stakeholders.
The capital structure of the Group consists of equity (as disclosed in the consolidated statement of changes in equity), retained earnings, cash and cash equivalents
(note 17), a revolving credit facility (“RCF”) (note 18) and a UK Export Finance Export Development Guarantee (note 18). The Group seeks to manage its capital
through an appropriate mix of these items. The Group’s principal debt facilities comprise a £180m RCF up to December 2028, of which three further one-year
extensions are available at the banks’ discretion. The RCF was established in July 2021 with a syndicate of six banks. In addition, we have a $20m swingline overdraft
facility for use in the US, and in October 2024, the Group entered into a UK Export Finance Export Development Guarantee led by Barclays PLC for up to
£80m. This is a four-year, arm’s length facility with a one-year drawdown period and a three-year amortising repayment schedule. As at 31 October 2025,
the RCF was drawn by £40.0m (2024: £45.0m), and the UK Export Finance Development Guarantee was drawn by £80.0m (2024: £nil).
(c) Financial risk management
The primary risks that the Group is exposed to are liquidity risk, foreign currency risk, interest rate risk and credit risk. It is the Group’s policy to manage these
risks under the following policies:
i. Liquidity risk management
Liquidity risk is the risk that the Group does not have sufficient financial resources to meet its obligations as they fall due. The Group manages liquidity risk
by maintaining adequate reserves and by continually monitoring forecast and actual cash flows. The Group’s policy is to maintain continuity of funding through
available cash and cash equivalents and the available facilities.
ii. Foreign currency risk management
The Group’s presentational currency is sterling. The Group is subject to exposure on the translation of the assets of foreign subsidiaries, whose functional
currencies differ from the Group. The Group’s primary balance sheet translation exposures are to the US dollar, Australian dollar and Norwegian krone.
The Group minimises the balance sheet translation exposures, where it is practical to do so, by funding subsidiaries with long-term loans, on which exchange
differences are taken to reserves. US dollar borrowings held by the Group are treated as a net investment hedge against the US dollar assets of the Group.
The Group faces currency exposures arising from the translation of profits earned in foreign currency. These exposures are not hedged. Exposures also arise from
foreign currency denominated trading transactions undertaken by subsidiaries deemed transactional exposures. The Group’s policy is to hedge transactional
exposures above £250,000 in the banking market on a one-to-one basis using forward contracts. Below £250,000, the exposures are netted across subsidiaries
and any surplus or deficit hedged in the banking market using spot or forward contracts. The Group’s policy is that there is no speculative trading in financial
instruments. During the year ended 31 October 2025, there were no options or structured derivatives utilised.
iii. Interest rate risk management
The Group finances its operations through a combination of retained profits and bank borrowings. The UK borrowings are denominated in sterling
and US dollars, and at the shorter end are subject to floating rates of interest.
Chemring Group PLC Annual report and accounts 2025116
Strategic report Governance Financial statements
23. Financial risk management continued
IFRS 9 Financial Instruments
Chemring Group PLC is not a financial institution and does not have any complex financial instruments. The Group does not apply hedge accounting to
derivatives and the Group’s customers are generally governments that are considered creditworthy and pay consistently within agreed payment terms.
2025
2024
Carrying value
Fair value
Carrying value
Fair value
£m
£m
£m
£m
Assets carried at amortised cost
Trade receivables
59.1
59.1
46.1
46.1
Accrued income
19.1
19.1
22.7
22.7
Cash and cash equivalents
65.3
65.3
45.0
45.0
Assets carried at fair value
Derivative financial instruments
4.4
4.4
0.9
0.9
Liabilities carried at fair value
Derivative financial instruments
(0.8)
(0.8)
(4.4)
(4.4)
Liabilities carried at amortised cost
Trade payables
(23.3)
(23.3)
(27.9)
(27.9)
Other payables
(49.4)
(49.4)
(36.2)
(36.2)
Interest payable
(0.4)
(0.4)
Borrowings
(138.9)
(138.9)
(86.8)
(86.8)
The following items are not financial instruments as defined by IFRS 9:
(a) prepayments made/advances received (right to receive future goods or services, not cash or a financial asset); or
(b) tax receivables and payables and similar items (statutory rights and obligations, not contractual); or
(c) deferred revenue and warranty obligations (obligations to deliver goods and services, not cash or financial assets).
24. Financial instruments
The following table details the fair value of derivative financial instrument assets/(liabilities) recognised in the balance sheet:
2025
2024
£m
£m
Included in current assets
2.5
0.9
Included in current liabilities
(0.8)
(1.5)
1.7
(0.6)
Included in non-current assets
1.9
Included in non-current liabilities
(2.9)
1.9
(2.9)
Forward foreign exchange contracts
3.6
(3.5)
There was a £7.3m gain (2024: £2.0m loss) on the movement in the fair value of derivative financial instruments recognised in the income statement.
The table below details the remaining contractual maturities of the Group’s derivative financial instruments and loans at the reporting date. The amounts
are gross and undiscounted and include interest payments estimated based on the conditions existing at the reporting date.
2025
2024
Derivative
Loans and
Derivative
Loans and
instruments
overdrafts
To t a l
instruments
overdrafts
Total
£m
£m
£m
£m
£m
£m
Falling due:
– within one year
1.7
(52.8)
(51.1)
(0.6)
(43.0)
(43.6)
– within one to two years
1.0
(29.6)
(28.6)
(1.2)
(1.2)
– within two to five years
0.9
(66.3)
(65.4)
(1.7)
(43.8)
(45.5)
3.6
(148.7)
(145.1)
(3.5)
(86.8)
(90.3)
Chemring Group PLC Annual report and accounts 2025 117
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
24. Financial instruments continued
A maturity analysis of the contracted cash outflows on lease liabilities is provided in note 19.
Fair value hierarchy
IFRS 7 Financial Instruments: Disclosures requires companies that carry financial instruments at fair value in the balance sheet to disclose their level of hierarchy,
determining into which category those financial instruments fall under the fair value hierarchy.
The fair value measurement hierarchy is as follows:
- Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices); and
- Level 3 – inputs for the asset or liability that are not based on observable market data (i.e. as unobservable inputs).
The following tables present the Group’s assets and liabilities that are measured at fair value:
2025
2024
Carrying
Carrying
Fair value
amount
Fair value
amount
Fair value
hierarchy
£m
£m
£m
£m
Held at fair value
Derivative financial instruments – assets
Level 2
4.4
4.4
0.9
0.9
Derivative financial instruments – liabilities
Level 2
(0.8)
(0.8)
(4.4)
(4.4)
3.6
3.6
(3.5)
(3.5)
The fair value of derivative financial instruments is estimated by discounting the future contracted cash flow, using readily available market data.
Sensitivity analysis
For the year ended 31 October 2025 the closing exchange rate for the US dollar was 1.32 (2024: 1.29), Australian dollar was 2.01 (2024: 1.96) and
Norwegian krone was 13.29 (2024: 14.18). The average exchange rates were 1.31 (2024: 1.27), 2.03 (2024: 1.95) and 13.75 (2024: 13.69) respectively.
The following table details the Group’s sensitivity to a 10% weakening or strengthening of sterling against the US dollar, Australian dollar and Norwegian krone
with regard to its income statement. The Group considers a 10% strengthening or weakening of sterling as a reasonably possible change in foreign exchange rates.
10% 10%
weakening of sterling strengthening of sterling
2025
2024
2025
2024
Continuing operations
£m
£m
£m
£m
Revenue
22.8
20.1
(17.7)
(16.0)
Underlying operating profit
3.9
1.1
(2.3)
(0.7)
Interest
(0.1)
0.1
Underlying profit before tax
3.8
1.1
(2.2)
(0.7)
As at 31 October 2025, 77% of the Group’s gross debt was at floating rates. The Group monitors its exposure to movements in interest rates, having regard
to prevailing market conditions, and considers the use of interest rate swaps on an ongoing basis to manage this exposure. The Group has not entered into any
interest rate swaps as of 31 October 2025.
Based on the closing debt value as at 31 October 2025, a change in interest rates of 1% throughout the year would cause the Group’s finance expense to change
by £1.4m (2024: £0.9m).
Chemring Group PLC Annual report and accounts 2025118
Strategic report Governance Financial statements
25. Provisions
Legal
Environmental
Alloy disposal
Other disposal
Dilapidations
provision
provision
provision
provision
provision
Other
Total
£m
£m
£m
£m
£m
£m
£m
At 1 November 2024
0.3
3.5
14.6
0.6
0.9
19.9
Released
(0.2)
(0.2)
Provided
3.9
2.4
6.3
Foreign exchange adjustments
(0.1)
0.5
0.1
0.5
Paid
(0.1)
(2.3)
(2.5)
(4.9)
At 31 October 2025
3.4
3.9
12.8
0.6
0.9
21.6
These provisions are classified on the balance sheet as follows:
2025
2024
£m
£m
Included in current liabilities
8.1
3.2
Included in non-current liabilities
13.5
16.7
21.6
19.9
The legal provision represents the estimated legal liabilities faced by the Group at the balance sheet date. Remaining provisions under this category were
concluded during the year.
The environmental provision is held in respect of potential liabilities associated with the Group’s facility in Chicago, US. The range of possible outcomes
is between £1.9m and £9.2m. There are uncertainties regarding the timing of cash outflows, dependent on the outcome of regulatory proceedings.
The Alloy disposal provision represents costs expected to be incurred due to the discontinuation of Alloy Surfaces Company, Inc including staff severance.
Provisions under this category are expected to be paid within one year.
The other disposal provision principally consists of balances relating to estimated liabilities faced by the Group in respect of the disposal of its European
Munitions businesses in 2014 under the terms of their respective sale agreements. During the year, the Group made additional payments against the European
Munition businesses’ provision of £2.3m following progress in developing a remediation plan for one of the sites which will be presented to the local regulator.
Whilst there is a range of outcomes between £3m and £13m, the directors do not believe there is a reasonable possibility of a material movement from the
carrying value in the next year. These are expected to be largely utilised over the next five years.
The dilapidations provision represents the estimated liabilities costs that the Group estimates will be incurred upon vacating properties which are occupied
under rental agreements.
Other provisions are held in respect of potential liabilities relating to production licensing at the Group’s facility in Norway. During the year, £2.4m was provided
for restructuring costs at Roke, of which £2.4m was paid during the year.
Provisions are subject to uncertainty in respect of the outcome of future events. Environmental provisions will be utilised based on the outcome of further
environmental studies and remediation work. Disposal provisions will be utilised based on the outcome of certain events which are specified in sale and purchase
agreements, or in discontinued operations. It is not possible to estimate more accurately the expected timing of any resulting outflows of economic benefits.
Chemring Group PLC Annual report and accounts 2025 119
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
26. Deferred tax
The following are the principal deferred tax assets/(liabilities) recognised by the Group and movements thereon:
Accelerated tax
US interest
Tax
Acquired
depreciation
Pensions
deductions
losses
intangibles
Other
Total
£m
£m
£m
£m
£m
£m
£m
At 1 November 2023
(33.3)
(1.0)
7.7
17.7
(9.1)
11.1
(6.9)
(Charge)/credit to income statement
(2.9)
0.5
0.5
(0.1)
(0.2)
(1.5)
(3.7)
Credit to other comprehensive income
0.5
0.5
Recognised directly in equity
(0.2)
(0.2)
At 31 October 2024
(36.2)
8.2
17.6
(9.3)
9.4
(10.3)
(Charge)/credit to income statement
(6.1)
0.3
1.7
(1.7)
(1.0)
3.4
(3.4)
Credit/(charge) to other comprehensive income
0.8
0.1
(0.3)
(0.9)
0.3
(0.4)
(0.4)
Recognised on acquisition (note 30)
(3.1)
(3.1)
Recognised directly in equity
(0.1)
(0.1)
At 31 October 2025
(41.5)
0.4
9.6
15.0
(13.1)
12.3
(17.3)
Analysed as:
Deferred tax assets
0.4
9.6
15.0
12.3
37.3
Deferred tax liabilities
(41.5)
(13.1)
(54.6)
At 31 October 2025
(41.5)
0.4
9.6
15.0
(13.1)
12.3
(17.3)
Deferred tax assets
8.2
17.6
9.4
35.2
Deferred tax liabilities
(36.2)
(9.3)
(45.5)
At 31 October 2024
(36.2)
8.2
17.6
(9.3)
9.4
(10.3)
Certain deferred tax assets and liabilities have been offset where there is a legally enforceable right to set off deferred tax assets against deferred liabilities that
relate to the same fiscal authority. Deferred tax balances before offset are analysed in the table above. After netting off the net deferred tax assets are £11.2m
(2024: £7.3m) and net deferred tax liabilities are £28.5m (2024: £17.6m).
Deferred tax balances of £12.3m (2024: £9.4m) within the “Other” category above include temporary differences arising on provisions and accruals.
At the balance sheet date, the Group had unrecognised deferred tax of £2.5m (2024: £0.3m) on gross US state and federal tax losses of £9.5m (2024: £4.6m)
and unrecognised deferred tax of £13.0m (2024: £21.7m) on gross interest deductions of £62.0m (2024: £81.0m) as a result of US interest limitation regulations,
potentially available for offset against future profits in certain circumstances. No deferred tax asset has been recognised in respect of these amounts because of
the unpredictability of future taxable qualifying profit streams. The aforementioned gross interest deductions are available indefinitely with no fixed expiry date.
The Group had unrecognised deferred tax of £nil (2024: £0.7m) on gross US capital losses of £nil (2024: £3.4m), with the asset recognised as a £0.7m
corporation tax credit in the current period against capital profits on the sale of the EHD business (see note 5).
The Group and Company had unrecognised deferred tax of £0.6m (2024: £0.6m) on gross UK capital losses of £2.4m (2024: £2.4m). These capital losses are not
expected to be utilised, but would be potentially available for offset against future capital profits in certain circumstances. The aforementioned capital losses are
available indefinitely with no fixed expiry date.
The Group has not recognised any deferred tax liability on temporary differences relating to potentially taxable unremitted earnings of overseas subsidiaries
because the Group is in a position to control the timing of the reversal of the temporary differences and none are expected to reverse in the foreseeable future.
27. Share capital
2025
2024
£m
£m
Issued and fully paid
272,592,592
(2024:
272,627,634) ordinary shares of 1p each
2.7
2.7
During the year 436,323 ordinary shares (2024: 402,267) were issued for cash to employees under the Group’s approved savings-related share schemes.
The Company’s share capital also includes 62,500 7% cumulative preference shares of £1 each, which are all issued and fully paid up, and are classified for
accounting purposes within non-current liabilities. The cumulative preference shares carry an entitlement to a dividend at the rate of 7p per share per annum,
payable in equal instalments on 30 April and 31 October each year. Holders of the preference shares have the right on a winding-up to receive, in priority to
any other classes of shares, the sum of £1 per share together with any arrears of dividends.
On 1 August 2023, the Company announced a share buyback programme to repurchase up to £50m of its own shares over the following twelve months, and
the programme was subsequently extended to 17 December 2024. During the year ended 31 October 2025, 117,508 (2024: 8,617,243) shares were purchased
for a total price, including transaction costs, of £0.4m (2024: £27.8m). These shares were subsequently cancelled, with the nominal value of shares cancelled
deducted from share capital against the special capital reserve.
On 26 February 2025, the Group announced that it had commenced a share buyback programme of up to a maximum consideration of £40m. During the year
ended 31 October 2025, 925,477 (2024: £nil) shares were purchased for a total price, including transaction costs, of £3.6m (2024: £nil). These shares were
subsequently cancelled, with the nominal value of shares cancelled deducted from share capital against the special capital reserve.
As at 31 October 2025, the Group had agreed to further share purchases of £nil (2024: £0.4m) that were settled in cash subsequent to the year end.
£nil (2024: £0.4m) is included as a liability in trade and other payables (see note 22).
Chemring Group PLC Annual report and accounts 2025120
Strategic report Governance Financial statements
28. Reserves
The share premium account and the special capital reserve are not distributable.
The special capital reserve was created as part of a capital reduction scheme involving the cancellation of the share premium account which was approved
by the Court in 1986, in accordance with the requirements of the Companies Act 1985.
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations and the
accumulation of gains or losses from the effective portion of hedges of net investments in foreign operations.
Included within retained earnings is £5.3m (2024: £11.5m) of the Company’s own shares held by the Group’s Employee Share Ownership Plan Trust
(“ESOP) which is treated as a branch of the parent company. The ESOP purchased 914,187 shares for £3.0m during the year (2024: 3,611,952) and 1,829,798
shares (2024: 1,820,850) were distributed following the vesting of awards under the deferred bonus and performance share plan schemes, 661,932 shares
(2024: nil) were distributed to satisfy part of the deferred consideration in relation to the acquisition of Geollect (see note 29). The total number of ordinary
shares held by the ESOP at 31 October 2025 was 1,575,180 (2024: 3,152,723).
During the year, the Group recognised a net charge of £6.5m (2024: £9.0m) in respect of share-based payments. At 31 October 2025, there were accrued taxes
and dividends on share-based payments of £0.8m (2024: £0.6m) and £0.3m (2024: £0.2m) respectively. £0.9m (2024: £0.5m) of cash had been received for
shares vesting during the year.
On 1 August 2023, the Company announced a share buyback programme to repurchase up to £50m of its own shares over the following twelve months,
and the programme was subsequently extended to 17 December 2024. On 26 February 2025 the Group announced that it had commenced a share buyback
programme of up to a maximum consideration of £40m. See note 27 for further details.
Group dividends (note 9) are payable out of the parent company retained earnings as disclosed in the parent company financial statements. This provides cover
over the declared final dividend of 5.3p per ordinary share for the year ended 31 October 2025.
29. Share-based payments
The Group operates share-based compensation arrangements to provide incentives to the Group’s senior management and eligible employees. The Group recognised
a net charge of £6.5m (2024: £9.0m) in respect of share-based payments during the year, of which £1.4m (2024: £3.2m) is included in non-underlying costs. Details of
the four schemes which operated during the year are set out below.
The Chemring Group Performance Share Plan 2016 (the “2016 PSP)
Under the 2016 PSP, conditional awards of ordinary shares are made at nil cost to employees. Awards ordinarily vest on the third anniversary of the award date.
2016
PSP
Number of conditional shares
2025
2024
Outstanding at the beginning of the year
5,694,951
5,553,280
Awarded
2,403,315
2,131,934
Vested
(1,826,887)
(1,059,656)
Lapsed
(122,524)
(930,607)
Outstanding at the end of the year
6,148,855
5,694,951
Subject to vesting at the end of the year
The following awards were outstanding at 31 October 2025:
Number of
ordinary
Vesting price
Date when
shares
per share
awards due
Date of award
under award
Pence
to vest
14 December 2022
1,773,660
nil
14 December 2025
13 December 2023
1,971,880
nil
13 December 2026
18 December 2024
2,403,315
nil
18 December 2027
The Group has applied a discount to the share-based payments to reflect the anticipated achievement of the stipulated targets for each 2016 PSP award based
on the predicted figures within the Group’s financial projections and the expected number of leavers over the life of the awards.
The 2016 PSP awards made in the year ended 31 October 2025 had targets based on earnings per share growth, operating cash conversion, total shareholder
return and reduction in the Group’s carbon emissions. The awards have been valued using the following modelling inputs. The total shareholder return element
was valued using a Monte-Carlo model. Expected volatility was determined by assessing the volatility in share price of the Group and its comparator group of
companies over a three-year period prior to the grant date.
Date awarded
18 December
13 December
14 December
2024
2023
2022
Share price at valuation
315p
326p
305p
Exercise price
nil
nil
nil
Risk-free rate
0.5%
0.5%
0.5%
Expected volatility
29.1%
29.1%
29.1%
Fair value
292.0p
291.1p
272.3p
Chemring Group PLC Annual report and accounts 2025 121
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
29. Share-based payments continued
The Chemring Group Performance Share Plan 2016 (the “2016 PSP) continued
The weighted average fair value of awards made during the year was 292.0p (2024: 291.1p).
In the year ended 31 October 2025, 1,826,887 shares vested (2024: 1,059,656). The charge recognised in respect of the awards is based on their fair value
at the grant date.
The Chemring Group Long-Term Incentive Plan (the “LTIP)
Under the LTIP, conditional awards of ordinary shares are made at nil cost to employees. Awards ordinarily vest on the third anniversary of the award date.
LTIP
Number of conditional shares
2025
2024
Outstanding at the beginning of the year
Awarded
198,382
Vested
Lapsed
Outstanding at the end of the year
198,382
Subject to vesting at the end of the year
The following awards were outstanding at 31 October 2025:
Number of
ordinary
Vesting price
Date when
shares
per share
awards due
Date of award
under award
Pence
to vest
27 February 2025
43,207
nil
31 October 2026
27 February 2025
85,478
nil
18 December 2027
21 July 2025
27,437
nil
18 December 2027
28 July 2025
20,258
nil
28 July 2027
4 August 2025
22,002
nil
4 August 2027
The Group has applied a discount to the share-based payments to reflect the anticipated achievement of the stipulated targets for each LTIP award with
performance conditions based on the predicted figures within the Group’s financial projections and the expected number of leavers over the life of the awards.
The LTIP awards made in the year ended 31 October 2025 with performance conditions had targets based on earnings per share growth, operating cash
conversion, total shareholder return and reduction in the Group’s carbon emissions. The awards have been valued using the following modelling inputs. The total
shareholder return element was valued using a Monte-Carlo model. Expected volatility was determined by assessing the volatility in share price of the Group and
its comparator group of companies over a three-year period prior to the grant date.
Date awarded
4 August
28 July
21 July
27 February
27 February
2025
2025
2025
2025
2025
Share price at valuation
552p
529p
566p
374p
374p
Exercise price
nil
nil
nil
nil
nil
Risk-free rate
n/a
n/a
0.5%
0.5%
n/a
Expected volatility
n/a
n/a
29.1%
29.1%
n/a
Fair value
552.0p
529.0p
525.6p
346.8p
373.5p
The weighted average fair value of awards made during the year was 418.7p (2024: nil).
In the year ended 31 October 2025, no shares vested (2024: no shares vested). The charge recognised in respect of the awards is based on their fair value
at the grant date.
The Chemring Group 2018 UK Sharesave Plan (the “UK Sharesave Plan)
Options were granted during the year on 5 August 2025.
2025
2024
Weighted Weighted
average average
Number exercise Number exercise
of share price of share price
options Pence options Pence
Outstanding at the beginning of the year
2,137,096
239.5
2,035,483
236.1
Granted
445,049
310.0
716,874
310.0
Exercised
(436,323)
251.0
(402,267)
224.0
Lapsed
(271,362)
272.3
(212,994)
236.4
Outstanding at the end of the year
1,874,460
309.5
2,137,096
239.5
Subject to exercise at the end of the year
44,881
259.9
65,256
229.2
Chemring Group PLC Annual report and accounts 2025122
Strategic report Governance Financial statements
29. Share-based payments continued
The Chemring Group 2018 UK Sharesave Plan (the “UK Sharesave Plan) continued
The following options were outstanding at 31 October 2025:
Number
of ordinary
Exercise price
shares under
per share
Dates between which
Date of award
award
Pence
options may be exercised
30 July 2020
2,969
202.0
01 October 2025–31 March 2026
26 July 2021
62,900
240.0
01 October 2026–31 March 2027
01 September 2022
41,912
264.0
01 October 2025–31 March 2026
01 September 2022
66,624
264.0
01 October 2027–31 March 2028
04 August 2023
574,394
228.0
01 October 2026–31 March 2027
04 August 2023
81,540
228.0
01 October 2028–31 March 2029
05 August 2024
478,435
310.0
01 October 2027–31 March 2028
05 August 2024
128,332
310.0
01 October 2029–31 March 2030
05 August 2025
347,353
453.0
01 October 2028–31 March 2029
05 August 2025
90,001
453.0
01 October 2030–31 March 2031
The weighted average fair value of options granted in the year was 114.0p (2024: 79.0p). The weighted average fair value of options exercised in the year
was 37.2p (2024: 49.7p). The weighted average share price on exercise of the options during the year was 251.0p (2024: 224.0p).
The fair values of the share options in the UK Sharesave Plan are based on the difference between the exercise price and the share price on the grant date
of the option.
Deferred bonus share plan
Under the deferred bonus share plan, deferred awards of ordinary shares are made at nil cost to employees. Awards ordinarily vest on the second or third
anniversary of the award date.
Number of deferred shares
2025
2024
Outstanding at the beginning of the year
759,715
874,098
Awarded
255,555
307,514
Vested
(259,109)
(387,821)
Lapsed
(17,367)
(34,076)
Outstanding at the end of the year
738,794
759,715
Subject to vesting at the end of the year
The following awards were outstanding at 31 October 2025:
Number of
ordinary
Share price
Vesting price
Date when
shares
at valuation
per share
awards are due
Date of award
under award
Pence
Pence
to vest
13 December 2022
204,193
305
nil
13 December 2025
12 December 2023
85,416
326
nil
12 December 2025
12 December 2023
193,630
326
nil
12 December 2026
17 December 2024
90,860
315
nil
17 December 2026
17 December 2024
164,695
315
nil
17 December 2027
The fair value of the deferred bonus share awards is based on the share price on the grant date of the award. The weighted average fair value of awards made
during the year was 315p (2024: 326p). The Group has applied a discount to the share-based payments to reflect the expected number of leavers over the life
of the awards.
Deferred shares related to acquisition
Deferred consideration in relation to the acquisition of Geollect of up to £7.5m has been accounted for as equity-settled share-based payments under IFRS 2.
Geollect
The deferred consideration is comprised of two tranches of 1,233,552 Chemring ordinary shares each, valued at £7.5m based on the share price on
7 December 2022 of 298.5p. The first tranche vested on the second anniversary of completion, 7 December 2024, 571,620 of new shares were issued
and the remaining shares were distributed from the ESOP to satisfy the first tranche of vested shares. The second tranche will vest on the third anniversary
of completion, 7 December 2025.
No further awards were granted during the year ended 31 October 2025 (2024: nil). 1,233,552 vested and nil lapsed (2024: nil vested or lapsed) in the year.
1,233,552 were outstanding at the end of the year (2024: 2,467,104). Nil were subject to vesting at the end of the year (2024: nil).
The fair value of the deferred share awards is based on the share price on the grant date of the award.
Chemring Group PLC Annual report and accounts 2025 123
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
30. Acquisition of subsidiary
Acquisition of Landguard Group
On 29 August 2025, Chemring Group PLC acquired 100% of the issued shares in Landguard Nexus Limited and its wholly owned subsidiaries Landguard
Systems Inc and Landguard Systems Limited (collectively “Landguard”).
Landguard designs, manufactures and supports software defined radio systems and associated security products that enable defence, government and law enforcement
customers to protect crucial operational assets. Landguard’s operational agility and unique technologies enable it to satisfy customer requirements across the
complete product lifecycle of design, manufacturing and after-sales operational support. The acquisition brings 30 specialist engineers to Roke in addition to
a suite of market-leading products, unique intellectual property and a range of complementary customer relationships.
The operating results and assets and liabilities of the acquired company have been consolidated from 29 August 2025. The acquisition was completed for
an initial purchase consideration of £14.6m, funded from Chemring’s existing bank facilities. Deferred consideration of up to £6.0m is payable in cash in two
tranches of up to £3.0m in January 2026 and January 2027 subject to performance targets being met and employment conditions being satisfied. In accordance
with IFRS 3 Business Combinations these costs have been analysed and the consideration portion recognised on acquisition and the remuneration portion will
be treated as a post-acquisition expense. See note 3 for further details.
Acquisition-related costs of £0.7m have been classified as non-underlying costs in the statement of profit or loss in the year ended 31 October 2025.
Since acquisition to 31 October 2025, Landguard Group contributed revenue of £1.3m and an adjusted operating profit of £0.3m to the Group’s results.
If the acquisition had occurred on 1 November 2024, we estimate that its revenue would have been £7.0m and adjusted operating profit for the year
would have been £1.5m. In determining these amounts, we have assumed that the fair value adjustments, determined provisionally, that arose on the
date of acquisition would have been the same if the acquisition had occurred on 1 November 2024.
Details of the consideration transferred were:
£m
Cash paid
14.6
Deferred consideration
1.7
Total purchase consideration
16.3
The provisionally determined fair values of the assets and liabilities of Landguard Group as at the date of acquisition were as follows:
Fair value
£m
Tangible assets
0.6
Inventory
0.2
Trade and other receivables
0.6
Trade and other payables
(0.6)
Cash
1.1
Lease liabilities
(0.4)
Intangible assets: customer relationships
5.2
Intangible assets: technology
7.4
Deferred tax liability
(3.1)
Net identifiable assets
11.0
Add: goodwill
5.3
Net assets acquired
16.3
Goodwill is attributable to the skills and technical talent of the assembled workforce and synergies expected to arise after the Group’s acquisition of the new
subsidiaries. None of the goodwill is expected to be deductible for tax purposes. If new information obtained within one year of the date of acquisition about
facts and circumstances that existed at the date of acquisition identifies adjustments to the above amounts, or any additional provisions that existed at the date
of acquisition, then the accounting for the acquisition will be revised.
31. Retirement benefit obligations
In the UK, the Group operates a defined benefit scheme (the “Chemring Group Staff Pension Scheme” or “Scheme”). The Group’s other UK and overseas
pension arrangements are all defined contribution schemes, with a combined cost of £10.3m (2024: £9.4m) for continuing operations.
The Chemring Group Staff Pension Scheme is a funded scheme and the assets of the Scheme are held in a separate trustee administered fund. Responsibility for
the governance of the Scheme lies with the Trustee of the Scheme (the “Trustee”) with consultation with the Company as needed. The Trustee has delegated
the day-to-day management and operation of the Scheme’s affairs to professional organisations. The Scheme was closed to future accrual on 6 April 2012. A full
actuarial valuation for the Scheme as at 6 April 2021 has been updated to 31 October 2025, using the projected unit credit method. On 29 September 2025,
the Trustee triggered the wind-up of the Scheme thereby dispensing with the requirement to undertake a full actuarial valuation for the Scheme as at 6 April 2024.
The main assumptions for the Scheme are detailed below.
The trust deed provides for an unconditional right to a return of surplus assets in the event of a plan wind-up. The Trustee is given no rights to unilaterally
wind-up or augment the benefits due to members of the Scheme. Based on these rights, any net surplus in the Scheme is recognised in full.
Chemring Group PLC Annual report and accounts 2025124
Strategic report Governance Financial statements
31. Retirement benefit obligations continued
Pension buy-in arrangement, which is expected to lead to a full buy-out in the future
On 28 November 2023, the Trustee entered into a buy-in contract with an insurer, Pension Insurance Corporation (“PIC), to purchase a bulk annuity insurance
policy that operates as an investment asset. The buy-in removes future risk associated with funding of the Scheme from the balance sheet, while ensuring the
security of benefits for the Scheme members. The buy-in premium was initially funded through the transfer of the majority of the Scheme’s assets to PIC,
as well as by an upfront contribution from the Group of approximately £1.6m and further contributions totalling £2.3m, of which £0.9m was made in the year
to 31 October 2025. Overall, the Group expects to pay between £1m - £2m over the next twelve months to provide funding for the rectification of certain
members’ benefits and to meet the costs associated with the initial buy-in and eventual buy-out of the Scheme.
Under IAS 19, the insurance policy is typically treated as an investment of the pension scheme, valued at its fair value. Correspondingly, the pension liabilities
remain on the balance sheet, with no immediate derecognition of liabilities related to the insured members.
The Trustee has exercised judgement in treating the buy-in as a precursor to a full buy-out. A buy-out would involve the full discharge of the pension
scheme’s obligations to the insured members, transferring all future obligations and risks to the insurance provider.
Consequently a settlement cost of £nil (2024: £7.0m) and administrative expenses in relation to the buy-in of £0.4m (2024: £0.5m) have been recognised
as non-underlying costs in the profit and loss account in the year to 31 October 2025.
Under IAS 19, the treatment of the buy-in remains distinct from that of a full buy-out until the legal transfer of liabilities is finalised. Therefore, the insurance
policy remains recorded as a scheme asset, and the corresponding liabilities are not derecognised until the buy-out is formally completed.
The purchase of the bulk annuity policy matches the vast majority of the benefits due to be paid from the fund. Consequently, the difference in the values
of the assets and liabilities is mainly the remaining assets after the bulk annuity policy purchase.
The decision to treat the buy-in as a future buy-out is based on the following considerations:
- Management intention: management is committed to transitioning from the current buy-in to a full buy-out and is actively working towards this outcome.
- Negotiations in progress: formal discussions and negotiations with the insurer to conclude the buy-out are ongoing, with the expectation of completion
by July 2026.
- Economic substance: even though a legal buy-out has not yet been finalised, the economic substance of the transaction closely aligns with a buy-out,
as the insurance policy transfers significant risks and rewards to the insurer.
The movement in the net defined benefit asset is as follows:
Net defined benefit asset/
Defined benefit obligations
Defined benefit asset
(obligation)
2025
2024
2025
2024
2025
2024
£m
£m
£m
£m
£m
£m
At 1 November
(56.7)
(56.3)
56.8
62.2
0.1
5.9
Included in profit or loss
Administrative expenses
(0.4)
(0.5)
(0.4)
(0.5)
Settlement
(7.0)
(7.0)
Net interest (cost)/credit
(2.9)
(2.9)
2.9
2.9
(2.9)
(2.9)
2.5
(4.6)
(0.4)
(7.5)
Included in other comprehensive income
Remeasurement gain/(loss):
Actuarial gain/(loss) arising from:
– demographic and financial assumptions
1.2
(1.6)
1.2
(1.6)
– experience adjustment
0.1
(0.3)
0.1
(0.3)
– return on plan assets excluding interest income
(2.0)
0.6
(2.0)
0.6
1.3
(1.9)
(2.0)
0.6
(0.7)
(1.3)
Other
Contributions by the employer
0.9
3.0
0.9
3.0
Net benefits paid out
4.1
4.4
(4.1)
(4.4)
At 31 October
(54.2)
(56.7)
54.1
56.8
(0.1)
0.1
The Chemring Group Staff Pension Scheme had 792 members at the end of the year (2024: 796). Of these members 63.8% (2024: 62.7%) were pensioners
drawing benefits from the Scheme and the balance were deferred members. The duration of the liability is long, with pension payments expected to be made
for at least the next 40 years. The pension scheme’s assets are analysed as follows:
2025
2024
2025
2024
£m
£m
%
%
Buy-in policy
52.6
54.7
97.2
96.3
Assets held by insurance company
0.8
1.0
1.5
1.8
Cash
0.7
1.1
1.3
1.9
54.1
56.8
100.0
100.0
Chemring Group PLC Annual report and accounts 2025 125
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
31. Retirement benefit obligations continued
Pension buy-in arrangement, which is expected to lead to a full buy-out in the future continued
The buy-in policy’s fair value is determined to be equal to the defined benefit obligation (less any other assets held by the insurance company and any liabilities
determined by the actuary which are not included within the buy-in policy) as it is valued using the same assumptions used by the actuary to value the liability.
The value of the buy-in policy is £1.6m lower than the value of total obligations as at 31 October 2025 due to £0.8m of other liabilities held for GMP equalisation
and NRA equalisation which are not included within the policy and £0.8m of other insurance assets.
The principal assumptions used in the actuarial valuation of the Chemring Group Staff Pension Scheme were as follows:
2025
2024
%
%
Discount rate
5.4
5.3
Inflation
– RPI
3.1
3.6
– CPI
2.5
2.9
In determining defined benefit obligations, the Group uses mortality assumptions which are based on published mortality tables. For the Chemring Group Staff
Pension Scheme, the actuarial table currently used is S3PA tables (series 3 of the SAPS tables) with future improvements in line with CMI 2024 and a 1.25%
long-term trend rate. This results in the following life expectancies at age 65:
2025
2024
No.
No.
Future pensioners
– male
88.7
87.8
– female
90.3
90.0
Current pensioners
– male
87.5
87.0
– female
88.8
88.6
The most significant assumptions in the pension valuation are the discount rate applied to the liabilities, the inflation rate to be applied to pension payments
and the mortality rates. If the discount rate used in determining retirement benefit obligations were to change by 0.1% then it is predicted that the deficit in the
Scheme would change by approximately £0.5m. A change in the rate of inflation by 0.1% is predicted to change the deficit by approximately £0.2m and a 10%
change to the mortality assumption would change the deficit by approximately £1.8m. The principal risks to the Scheme are the discount rate continues to rise
driven by higher market interest rates, short-term movements in inflation, and the rate of improvement in mortality assumed is insufficient and life expectancies
continue to rise.
The Group anticipates contributions to the defined benefit scheme for the year ending 31 October 2026 will be £nil (2025: £nil).
In June 2023, the High Court handed down a decision in the case of Virgin Media Limited v NTL Pension Trustees II Limited and others (the “Virgin Media Case”)
relating to the validity of certain historical pension changes due to the lack of actuarial confirmation required by law. In July 2024, the Court of Appeal dismissed
the appeal brought by Virgin Media Ltd against aspects of the June 2023 decision. Subsequently, on 2 September 2025, the Government published draft amendments
to the Pension Schemes Bill. This was laid before Parliament on 5 June 2025, grants schemes the ability to retrospectively obtain written actuarial confirmation that
historic benefit changes arising from such rule changes met the necessary standards at the time although this bill is yet to become legislation.
The Trustee of the Chemring Group Staff Pension Scheme has taken advice from the Scheme’s legal advisers regarding the Virgin Media Case and has concluded
that the risk to the Scheme is low and that no action is required at present. The Trustee believes that the draft legislation confirms its belief that no additional
liabilities will arise from the Virgin Media Case and therefore the defined benefit obligation has not been adjusted.
The Trustees believes that the Scheme has implemented robust governance processes and there is no reason to believe that actuarial confirmation was not
obtained for any historical benefit changes. As such, the defined benefit obligation continues to reflect the benefits currently being administered.
Chemring Group PLC Annual report and accounts 2025126
Strategic report Governance Financial statements
32. Cash generated from operating activities
2025
2024
Notes
£m
£m
Operating profit from continuing operations
73.4
56.6
Amortisation of development costs
12
1.5
1.2
Amortisation of intangible assets arising from business combinations (non-underlying)
12
1.7
2.0
Amortisation of software
12
0.8
Amortisation of patents and licences
12
0.3
Loss on disposal of non-current assets
12
0.2
1.7
Depreciation of property, plant and equipment
13
22.8
20.4
Non-underlying items
3
(1.7)
11.0
Share-based payment expense
29
5.1
5.8
Operating cash flows before movements in working capital
103.8
99.0
Increase in inventories
(23.7)
(28.3)
Increase in trade and other receivables
(19.9)
(15.9)
Increase in trade and other payables including contract liabilities
51.8
39.1
Increase in provisions
0.2
Operating cash flow from continuing underlying operations
112.2
93.9
Discontinued operations
Operating cash flow from discontinued underlying operations
(0.5)
0.6
Cash impact of non-underlying items from discontinued operations
(2.8)
(1.5)
Net cash outflow from discontinued operations
(3.2)
(0.9)
33. Reconciliation of net cash flow to movement in net debt
2025
2024
£m
£m
Increase/(decrease) in cash and cash equivalents
42.2
(3.9)
Increase in debt and lease financing due to cash flows (70.8) (26.6)
Increase in net debt resulting from cash flows
(28.6)
(30.5)
Effect of foreign exchange rate changes
0.6
(0.3)
Acquired net debt
(0.4)
New leases entered into, lease interest and other non-cash movements
(6.9)
(7.2)
Amortisation of debt finance costs (0.9) (0.4)
Movement in net debt
(36.2)
(38.4)
Net debt at the beginning of the year (52.8) (14.4)
Net debt at the end of the year (89.0) (52.8)
Chemring Group PLC Annual report and accounts 2025 127
Strategic report Governance Financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS continued
34. Analysis of net debt
At
At
1 November
Non-cash
Exchange
31 October
2024
Cash flows
changes
rate effects
2025
£m
£m
£m
£m
£m
Cash and cash equivalents (including bank overdrafts)
2.0
42.2
0.6
44.8
Debt due within one year
(26.7)
(26.7)
Debt due after one year
(43.7)
(46.9)
(0.9)
(91.5)
Preference shares
(0.1)
(0.1)
(41.8)
(31.4)
(0.9)
0.6
(73.5)
Lease liabilities
(11.0)
2.8
(7.2)
(0.1)
(15.5)
(52.8)
(28.6)
(8.1)
0.5
(89.0)
The cashflows in the table above associated with the debt due within one year and greater than one year total £73.6m and consist of the sum of the drawdowns
£145m, repayments £70m and the facility fees paid £1.4m disclosed in the cashflow statement.
Accrued interest is included in the carrying amount of interest payable (note 22) measured at amortised cost and therefore is not presented as a separate line
item in the above table.
35. Contingent liabilities
The Group is, from time to time, party to legal proceedings and claims, which arise in the ordinary course of business. In addition, the Group enters into various
guarantee and performance bond arrangements in the ordinary course of business. Provision is made for any amounts that the directors reasonably consider
may become payable (see note 25). The Group believes that any significant liability in respect of guarantee and performance bond arrangements, and legal
proceedings and claims not already provided for, is remote.
36. 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 note.
Transactions with the Group’s pension schemes are disclosed in note 31.
Remuneration of key management personnel
The directors of the Company had no material transactions with the Company during the year, other than in connection with their service agreements.
The remuneration of the executive directors is determined by the Remuneration Committee, having regard to the performance of the individuals and market
trends. The remuneration of the non-executive directors is determined by the Board, having regard to the practice of other companies and the particular
demands of the Group.
For the purposes of remuneration disclosure, key management personnel includes only the directors and excludes the other senior business managers
and members of the Executive Committee. Further information on the remuneration of individual directors is provided in the audited part of the directors’
remuneration report on pages 74 to 85.
Total emoluments for key management personnel charged to the consolidated income statement were:
2025
2024
£m
£m
Short-term employee benefits
3.0
2.8
Post-employment benefits
0.1
0.1
Share-based payment benefits
2.0
3.2
Total remuneration of key management personnel
5.1
6.1
37. Post balance sheet events
There were no events after the balance sheet date requiring disclosure.
Chemring Group PLC Annual report and accounts 2025128
Strategic report Governance Financial statements
PARENT COMPANY BALANCE SHEET
As at 31 October 2025
2025 2024
Note £m £m £m £m
Non-current assets
Property, plant and equipment 1 0.3 0.3
Intangible assets 2 0.1
Investments in subsidiaries 3 823.6 786.0
Retirement benefit surplus 12 0.1
Derivative financial instruments 8 1.9
Deferred tax 11 1.6 1.3
827.5 787.7
Current assets
Trade and other receivables 4 28.2 27.2
Derivative financial instruments 8 2.6 0.9
Current tax
Cash and cash equivalents 0.3 0.3
31.1 28.4
Total assets 858.6 816.1
Current liabilities
Borrowings 6 (31.3) (28.2)
Trade and other payables 5 (56.1) (32.7)
Derivative financial instruments 8 (0.8) (1.5)
(88.2) (62.4)
Non-current liabilities
Borrowings 6 (91.6) (43.7)
Trade and other payables 5 (1.9)
Provisions 7 (12.8) (14.6)
Derivative financial instruments 8 (0.1) (2.9)
Preference shares 9 (0.1) (0.1)
(106.5) (61.3)
Total liabilities (194.7) (123.7)
Net assets 663.9 692.4
Equity
Share capital 10 2.7 2.7
Share premium account 309.2 309.0
Special capital reserve 13.0 13.0
Retained earnings 339.0 367.7
Total equity 663.9 692.4
Profit attributable to shareholders
In accordance with the concession granted under section 408 of the Companies Act 2006, the profit and loss account of Chemring Group PLC has not been
presented separately in these financial statements. There is no material difference between the results disclosed and the results on an unmodified historical cost
basis. The Company reported a loss for the year ended 31 October 2025 of £6 . 0m (2024: £15.1m profit).
These financial statements of Chemring Group PLC (registered number 86662) were approved and authorised for issue by the Board of directors on
8December 2025.
Signed on behalf of the Board
Michael Ord James Mortensen
Director Director
Chemring Group PLC Annual report and accounts 2025 129
Strategic report Governance Financial statements
PARENT COMPANY STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 October 2025
2025 2024
£m £m
(Loss)/profit after tax attributable to equity holders of the parent as reported (6.0) 15.1
Items that will not be reclassified subsequently to profit and loss
Remeasurement of the defined benefit pension scheme, net of deferred tax (0.8) (2.1)
Total comprehensive income attributable to the equity holders of the parent (6.8) 13.0
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 October 2025
Share Special
premium capital Retained
Share capital account reserve earnings Total
£m £m £m £m £m
At 1 November 2024 2.7 309.0 13.0 367.7 692.4
Loss after tax (6.0) (6.0)
Other comprehensive loss (0.8) (0.8)
Total comprehensive income (6.8) (6.8)
Ordinary shares issued 0.2 0.2
Share-based payments (net of settlement) 6.2 6.2
Deferred tax on share-based payments
Dividends paid (21.5) (21.5)
Purchase of own shares (6.6) (6.6)
At 31 October 2025 2.7 309.2 13.0 339.0 663.9
Share Special
premium capital Retained
Share capital account reserve earnings Total
£m £m £m £m £m
At 1 November 2023 2.8 308.7 12.9 404.2 728.6
Profit after tax 15.1 15.1
Other comprehensive loss (2.1) (2.1)
Total comprehensive income 13.0 13.0
Ordinary shares issued 0.3 0.3
Share-based payments (net of settlement) 8.7 8.7
Deferred tax on share-based payments (0.2) (0.2)
Dividends paid (19.6) (19.6)
Purchase of own shares (0.1) 0.1 (38.4) (38.4)
At 31 October 2024 2.7 309.0 13.0 367.7 692.4
The auditor’s remuneration for audit and other services is disclosed in note 4 to the Group financial statements.
A final dividend of 5.3p per ordinary share has been proposed. See note 9 to the Group financial statements.
Included within retained earnings is the Company’s own shares held by the Group’s Employee Share Ownership Plan Trust (“ESOP); see note 28 of the Group
financial statements for details.
Chemring Group PLC Annual report and accounts 2025130
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1. Property, plant and equipment
Detailed disclosure of property, plant and equipment was not considered necessary due to its immaterial value. The Company had no capital commitments
asat31 October 2025 or 31 October 2024.
2. Intangible assets
Detailed disclosure of intangible assets was not considered necessary due to its immaterial value.
3. Investments in subsidiaries
Shares in
subsidiary
undertakings
£m
Cost
At 31 October 2024 922.2
Additions 37.6
At 31 October 2025 959.8
Impairment
At 31 October 2024 (136.2)
Impairment
At 31 October 2025 (136.2)
Carrying amount
At 31 October 2025 823.6
At 31 October 2024 786.0
Investment values are allocated to their respective legal entities. Where the investment value relates to an intermediate holding company, the subsidiaries of that
holding company are used to support the carrying value.
Additions of £37.6m represents an increase in the investment of Chemring Holdings Limited as part of a recapitalisation of the US Group.
The Company tests investments at least annually for impairment. Tests are conducted more frequently if there are indications that investments might be impaired.
There were no impairment indicators identified during the year ended 31 October 2025. The recoverable amounts of the subsidiary undertakings are determined
from value-in-use calculations. In determining the value in use, we have allocated central costs necessary to generate the underlying cash flows. The key assumptions
for the value-in-use calculations have been individually estimated for each subsidiary undertaking and are detailed in note 11 of the Group financial statements.
All of the CGUs referred to in note 11 represent either investments held directly by the Company or investments held by an intermediate holding company, in
which case the value in use of those CGUs in aggregation is used to support the carrying value of the intermediate holding company. The pre-tax discount rates
used for the CGUs ranged from 11.0% to 13.3% (2024: 11.6% to 13.9%).
Stress testing was performed on the forecasts to consider the impact of reasonably possible scenarios over the forecast period, including a 1% increase in
discount rate, a 1% reduction in long-term growth rate, a 10% fall in the forecast cash flows or a $0.10 weakening in the sterling to US dollar exchange rate.
Evenunder any of these circumstances, no investments would require an impairment.
Details of the Group undertakings at 31 October 2025 are set out in note 14 to the Group financial statements. The Company has given a parental guarantee under
section 479A of the Companies Act 2006 to certain subsidiary undertakings, details of which are also set out in note 14 to the Group financial statements.
The directors consider that the carrying value of the investments does not exceed their fair value.
4. Trade and other receivables
2025 2024
£m £m
Within current assets
Amounts owed by subsidiary undertakings - excluding derivative financial instruments 27.3 22.1
Amounts owed by subsidiary undertakings - derivative financial instruments 0.5 4.2
Prepayments and accrued income 0.3 0.6
Other debtors 0.1 0.3
28.2 27.2
Within non-current assets
Amounts owed by subsidiary undertakings - derivative financial instruments
28.2 27.2
The directors consider that the carrying value of the trade and other receivables approximates to their fair value.
Interest on amounts owed by subsidiary undertakings is charged between 0% and 8%. No interest is charged on trade and other receivables from the date
ofinvoice to payment. Expected credit losses on financial assets are not material.
Included within amounts owed by subsidiary undertakings are foreign exchange contracts entered into on behalf of subsidiaries. These derivatives were passed down
to the hedging subsidiaries using an internal derivative with equal and opposite terms to the external derivatives netting them down to £nil. Disclosure in respect of
these derivatives are presented under derivative financial instruments held at the group position and are provided in note 24 to the Group financial statements.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
Chemring Group PLC Annual report and accounts 2025 131
Strategic report Governance Financial statements
5. Trade and other payables
2025 2024
£m £m
Within current liabilities
Amounts owed by subsidiary undertakings - excluding derivative financial instruments 47.5 26.1
Amounts owed by subsidiary undertakings - derivative financial instruments 1.8 0.6
Trade payables 0.3 0.5
Other payables 6.3 5.2
Corporation tax 0.3
Other tax and social security 0.2
56.1 32.7
Within non-current liabilities
Amounts owed by subsidiary undertakings - derivative financial instruments 1.9
58.0 32.7
Other payables of £6.3m (2024: £5.2m) includes payroll-related creditors of £4.1m (2024: £3.3m).
Interest on amounts owed to subsidiary undertakings attracts interest rates between 0% and 5%. No interest is payable on trade payables from the date
ofinvoice to payment.
Included within amounts owed to subsidiary undertakings are foreign exchange contracts entered into on behalf of subsidiaries. These derivatives were
passeddown to the hedging subsidiaries using an internal derivative with equal and opposite terms to the external derivatives netting them down to £nil.
Disclosure in respect of these derivatives are presented under derivative financial instruments held at the group position and are provided in note 24
totheGroup financial statements.
6. Borrowings
Positive and negative cash positions within the UKCPA are not expected to be settled net. As such, positive balances in the UKCPA have been shown gross
incash and cash equivalents and negative balances are shown within current liabilities as bank borrowings.
Interest accrued on the UKCPA is calculated on the net position.
Borrowings due within one year comprise overdrafts that are repayable on demand, and bank borrowing with a three-year amortising repayment schedule.
2025 2024
£m £m
Within current liabilities
Bank overdrafts 4.6 28.2
Bank borrowings – sterling denominated 26.7
Borrowings due within one year 31.3 28.2
Within non-current liabilities
Bank borrowings – sterling denominated 91.6 43.7
Borrowings due after more than one year 91.6 43.7
Total borrowings 122.9 71.9
An analysis of borrowings by maturity is as follows:
2025 2024
£m £m
Borrowings falling due:
– less than one year 31.3 28.2
– within one to two years 26.7
– within two to five years 64.9 43.7
122.9 71.9
The interest incurred on the above borrowings is detailed within notes 7 and 18 to the Group financial statements. As at 31 October 2025, sterling denominated
borrowings related to drawdowns on the revolving credit facility which carried interest at 5.7%.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS continued
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7. Provisions
Total
£m
At 1 November 2024 14.6
Foreign exchange 0.5
Paid (2.3)
At 31 October 2025 12.8
It is not possible to estimate more accurately the expected timing of any resulting outflows of economic benefits. Total provisions include disposal provisions of
£12.6m, which relate to estimated liabilities faced by the Company in respect of the disposal of its European Munitions businesses in 2014 under the terms of
their respective sale agreements. See note 25 to the Group financial statements for further details.
8. Derivative financial instruments
Derivative financial instruments represent external derivatives that have been entered into by the Company. Disclosure in respect of these derivatives are
presented under derivative financial instruments held at the group position and are provided in note 24 totheGroup financial statements.
9. Preference shares
2025 2024
£m £m
Cumulative preference shares (62,500 shares of £1 each) 0.1 0.1
The cumulative preference shares carry an entitlement to a dividend at the rate of 7p per share per annum, payable in equal instalments on 30 April and
31October each year. Holders of the preference shares have the right on a winding-up to receive, in priority to any other classes of shares, the sum of
£1pershare together with any arrears of dividends.
10. Share capital
Total
As at 1 November 2024 272,627,634
Cancelled shares under the share buyback programme (note 27) (1,042,985)
Issued to employees under savings-related share schemes (note 27) 436,323
Deferred consideration of acquisition (note 29) 571,620
Total number of ordinary shares of 1p each 272,592,592
2025 2024
£m £m
Issued, allotted and fully paid
272,592,592 (2024: 272,627,634) ordinary shares of 1p each 2.7 2.7
During the year, 436,323 ordinary shares (2024: 402,267) were issued for cash to employees under the Group’s approved savings-related share schemes.
On 26 February 2025, the Company announced a share buyback programme to repurchase up to £40m of its own shares. See note 27 to the Group financial
statements for further details.
The preference shares are presented as a liability and accordingly are excluded from called-up share capital in the balance sheet.
Share-based incentive schemes
Full details of the schemes are set out in note 29 to the Group financial statements.
11. Deferred tax
2025 2024
£m £m
At the beginning of the year 1.3 0.6
Credit to income statement 0.3 0.7
Credit to other comprehensive income
Deferred tax asset at the end of the year 1.6 1.3
The amount provided represents:
Pension 0.3
Other temporary differences 1.3 1.3
1.6 1.3
The Company had unrecognised deferred tax of £0.6m (2024: £0.6m) on gross UK capital losses of £2.4m (2024: £2.4m). These capital losses are not expected to
be utilised, but would be potentially available for offset against future capital profits in certain circumstances. The aforementioned capital losses are available
indefinitely with no fixed expiry date.
Chemring Group PLC Annual report and accounts 2025 133
Strategic report Governance Financial statements
12. Retirement benefit obligations
The Company has assumed its share of the assets and liabilities of the Group’s defined benefit pension scheme. An analysis of the balance is shown below:
Total
£m
At 1 November 2023, retirement benefit surplus 3.1
Contributions 3.0
Settlement loss (3.9)
Actuarial movements (2.1)
At 31 October 2024, retirement benefit surplus 0.1
Contributions 0.9
Administrative cost (0.2)
Actuarial movements (0.8)
At 31 October 2025, retirement benefit surplus
Further details are set out in note 31 to the Group financial statements.
13. Staff costs
2025 2024
Number Number
Average monthly number of total employees (including executive directors) 31 33
The costs incurred in respect of these employees (including share-based payments) were:
2025 2024
£m £m
Wages and salaries 7.2 6.5
Social security costs 1.0 0.8
Other pension costs 0.5 0.5
Share-based payment 2.8 3.3
11.5 11.1
Disclosures in respect of directors’ emoluments can be found in the directors’ remuneration report on pages 71 to 91.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS continued
Chemring Group PLC Annual report and accounts 2025134
Strategic report Governance Financial statements
1. General information
Chemring Group PLCis a public company, limited by shares, incorporated
in England and Wales under registration number 86662. The address of the
registered office is Roke Manor, Old Salisbury Lane, Romsey, Hampshire
SO51 0ZN . The nature of the Group’s operations and its principal activities
are set out in note 2 of the Group financial statements and in the directors’
report on pages 92 to 94. These financial statements are the consolidated
financial statements of Chemring Group PLC and its subsidiaries (the “Group”).
Chemring Group PLC and the companies in which it directly and indirectly
owns investments are separate and distinct entities. In this publication of the
annual report and accounts, the collective expressions “Chemring” and “the
Group” may be used for convenience where reference is made in general to
those companies. Likewise, the words “we”, “us”, “our” and “ourselves” are
used in some places to refer to the subsidiaries of the Group in general.
These expressions are also used where no useful purpose is served by
identifying any particular company or companies.
The financial statements are presented in pounds sterling, being the currency
of the primary economic environment in which the Group operates, and
rounded to the nearest £0.1m. Foreign operations are included in accordance
with the foreign currencies accounting policy.
Going concern
The directors have, at the time of approving the financial statements, a
reasonable expectation that the Group and the Company have adequate
resources to continue to adopt the going concern basis of accounting in
preparing these financial statements. Further detail is contained in the
statement on going concern on page 46 which forms part of these
financial statements.
2. Adoption of new and revised standards
The following standards, amendments and interpretations have been issued
by the International Accounting Standards Board (“IASB) or by the IFRS
Interpretations Committee. The Group’s approach to these is as follows:
i) There were no IFRS Interpretations Committee (“IFRIC) interpretations,
amendments to existing standards or new standards adopted in the year
ended 31 October 2025 that have materially impacted the reported
results or the financial position.
ii) The following IFRIC interpretations, amendments to existing standards and
new standards were adopted in the year ended 31 October 2025 but have
not materially impacted the reported results or the financial position:
Classification of Liabilities as Current or Non-current (Amendment
to IAS 1);
Non-current Liabilities with Covenants (Amendment to IAS 1);
Lease Liability in a Sale and Leaseback (Amendment to IFRS 16); and
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7).
iii) At the date of authorisation of this announcement, the following
standards and interpretations that are potentially relevant to the Group
and which have not yet been applied in these reported results were in
issue but not yet effective (and in some cases had not yet been adopted
by the UK Endorsement Board):
Effective for periods beginning on or after 1 January 2024
General Requirements for Disclosure of Sustainability-related Financial
Information (IFRS S1); and Climate-related Disclosures (IFRS S2).
Effective for periods beginning on or after 1 January 2025
Lack of Exchangeability (Amendments to IAS 21).
Effective for periods beginning on or after 1 January 2026
Classification and Measurement of Financial Instruments
(Amendments to IFRS 9);
Annual Improvements to IFRS Standards; and
Contracts Referencing Nature-dependent Electricity
(Amendments to IFRS 9 and IFRS 7).
Effective for periods beginning on or after 1 January 2027
IFRS for SMEs – Third Edition;
IFRS 18 Presentation and Disclosure in Financial Statements; and
IFRS 19 Subsidiaries without Public Accountability: Disclosures.
The directors do not expect the adoption of these standards and
interpretations will have a material impact on the results of the Group
in future periods.
3. Group accounting policies
Basis of preparation
These financial statements have been prepared in accordance with
UK-adopted international accounting standards (“UK-adopted IFRS”)
in conformity with the requirements of the Companies Act 2006.
The financial statements are prepared under the historical cost convention, except
as described below under the heading of “Derivative financial instruments”.
The accounting policies adopted have been applied consistently throughout
the current and previous year.
Basis of consolidation
The Group financial statements consolidate those of the Company and all of
its subsidiaries. Subsidiaries are entities controlled by the Group. The Group
“controls” an entity when it is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns
through its power over the entity. The financial statements of subsidiaries are
included in the consolidated financial statements from the date on which
control commences until the date on which control ceases.
The Company considers that it has the power to govern the financial
and operating policies of the US entities falling within the Special Security
Agreement and these entities have therefore been consolidated in these
financial statements.
The Company and all of its subsidiaries make up their financial statements
to the same date. All intra-group transactions, balances, income and expenses
are eliminated on consolidation.
Non-controlling interest
The Group recognises non-controlling interest in an acquired entity
either at fair value or at the non-controlling interest’s proportionate share
of the acquired entity’s net identifiable assets. This decision is made on an
acquisition-by-acquisition basis. For non-controlling interests that the Group
holds, the Group elected to recognise the non-controlling interests at its
proportionate share of the acquired net identifiable assets.
Q6 Holdings Limited, a wholly owned subsidiary of Chemring Group PLC,
owns 80% of the issued shares of Vigil AI Limited. Disclosure of the minority
interest on the face of the primary statements has not been included as this is
considered immaterial to the Group. As at 31 October 2025, profit after tax,
total comprehensive income and equity attributable to minority interests
were less than £0.1m.
ACCOUNTING POLICIES
Chemring Group PLC Annual report and accounts 2025 135
Strategic report Governance Financial statements
3. Group accounting policies continued
Revenue recognition
Chemring is organised into two sectors, Countermeasures & Energetics
and Sensors & Information.
From a revenue recognition perspective, whilst Chemring operates across
the whole lifecycle of its products and services, these are generally awarded
by its customers as individual contracts for the different stages rather than
being large, complex, long-term framework agreements requiring extensive
consideration of price allocation and performance obligations. As a result
we are less susceptible to judgements over revenue recognition regarding
contract performance, modifications and cancellations.
Whilst as a Group we aim to develop products which can be sold on to
multiple end users and markets, in some instances the nature of products
and services are unique to a customer and may not have an alternative use at
the point of production. In such cases, where an enforceable right to payment
exists, revenue will be recognised over time.
From time to time we enter into contracts for “customer-funded R&D” where
Chemring provides a service towards the development of a technology for a
customer resulting in revenue. In certain instances, Chemring partly funds the
development effort and this can result in the recognition of a controlled asset
recognised in line with the Group’s policy on development costs.
Contracts
The majority of the Group’s revenue arises from the manufacture
and shipment of goods.
Sales contracts are reviewed for performance obligations but the principal
driver for timing of revenue recognition is delivery obligations, typically based
on Incoterms. Certain contracts may also require customer acceptance testing.
Once the relevant delivery obligation has been met and, as applicable,
customer acceptance received, revenue can be recognised.
The timing of payment from customers is generally aligned to revenue recognition,
though on certain contracts contract liabilities are recognised as disclosed in note
21. This also applies to sales where there are no goods shipped but a deliverable is
completed at a certain point in time, such as the issue of a report where there is
no enforceable right to payment for work in progress.
In a smaller number of cases, revenue also arises from milestone contracts
that contain multiple performance obligations. Often these contracts are
already divided into milestones for payment purposes, but judgement is
required when assessing the way the contract is divided up to ensure that
each element is a separate and valid performance obligation. If they are not,
the relevant revenue amount is allocated across the other obligations as
appropriate. In some cases milestones are achieved in one period but not
billed until the next period, leading to a timing difference with the recognition
of revenue in advance of customer billing. In this instance accrued income is
recognised as described in note 16. There are no contracts with a significant
financing component.
At the start of the contract, the total transaction price is estimated as
the amount of consideration to which the Group expects to be entitled in
exchange for transferring the promised goods and services to the customer,
excluding sales taxes. This is based on the agreed contract price, with no
material claims and incentive payment terms, and therefore significant
judgement to determine the transaction price is not required. Typically our
contracts do not have any material variable consideration and no significant
judgement has been required around the extent to which this ought to be
recognised. The total transaction price is allocated to the performance
obligations identified in the contract in proportion to their relative stand-
alone selling prices, where stand-alone selling prices are typically estimated
based on expected costs plus contract margin.
The Group provides warranties to its customers to give them assurance that
its products and services will function in line with agreed-upon specifications.
Warranties are not provided separately and, therefore, do not represent
separate performance obligations.
A number of sales contracts allow for bill and hold arrangements, where the
customer has bought the goods but has not yet taken physical possession.
This usually arises when the customer has limited storage space or there
have been delays in their own production schedule. For such revenue to be
recognised the bill and hold arrangement must be substantive and the relevant
goods must be clearly identified as belonging to the customer and ready for
immediate shipment at the customer’s request. These categories of sales are
common across all segments.
In its ordinary business the Group enters into contracts with government
defence agencies where, from time to time, judgement is required in order
to determine if the arrangement is that of a supply of goods and services
to be accounted for under IFRS 15 or a government grant to be accounted
for under IAS 20. Such arrangements require a consideration of the wider
economics of the contractual arrangement as well as critical evaluation against
the scope criteria of each of the above accounting standards.
Where a contract includes transactions that should be accounted for other
than as revenue or expenses based on their nature, these transactions are
presented in accordance with the applicable accounting standard. In the
instance that this results in the acquisition of assets on receipt of a government
grant, the transactions will be accounted for following our government grants
accounting policy.
Qualifying costs to obtain a contract are not material across the Group.
Sale of goods
Revenue from the sale of goods is recognised when all of the following
conditions are satisfied:
- the Group has identified a sales contract with a customer;
- the performance obligations within this contract have been identified;
- the transaction price has been determined;
- this transaction price has been allocated to the performance obligations
in the contract; and
- revenue is recognised as or when each performance obligation is satisfied.
Performance obligations are satisfied when the customer gains control of
promised goods or services from the contract. Customers do not typically
gain a right of return of goods.
Rendering of services
Revenue from a contract to provide services, including customer-funded
research and development, is recognised by reference to the stage of
completion of the contract. Stage of completion is typically estimated by
either the proportion of contract costs incurred for work performed to date
or completion of relevant milestones where this faithfully depicts the transfer
of control of the goods and services to the customer and does not significantly
differ from using the proportion of contract costs incurred basis.
Another significant source of Group revenue, especially within the Sensors
& Information segment, arises from time and materials contracts, where
revenue is typically accrued and billed in the following month based on work
performed to date, following which payment is typically promptly received.
ACCOUNTING POLICIES continued
Chemring Group PLC Annual report and accounts 2025136
Strategic report Governance Financial statements
3. Group accounting policies continued
Revenue recognition continued
Principal versus agent assessment
The Group enters into certain arrangements which involve a consortium of
service providers. The Group acts as a “prime” contractor in certain contracts
with customers and utilises sub-contractors to undertake the work. Under these
contracts the Group is considered to be primarily responsible for fulfilling the
service to the customer. The Group performs a technical assessment of the
work before it is delivered to the customer and is responsible for quality and
performance of the sub-contractor. As such the Group is considered to be
the principal to the arrangement with the customer and includes sub-contractor
obligations within revenue. However, where the Group is merely acting as
an agent of a sub-contractor then no revenue is recognised in respect of
sub-contractor obligations.
All consortium arrangements are assessed by the Group to determine if it is the
principal or agent considering who is responsible for fulfilling the performance
obligation, who bears inventory risk and who has price discretion.
Accrued revenue, deferred revenue and contract liabilities
As described above, on some contracts there is a timing difference between the
recognition of revenue and the customer billing. Where this is the case, accrued
income or deferred revenue will be recognised in the financial statements.
Contract liabilities represent advanced receipts received from customers
when an element of the transaction price is received in advance of delivery.
When cash is received in advance of goods or services being delivered a
contract liability is recognised. The Group’s contracts are not considered to
include significant financing components on the basis that they are received
for non-financing purposes.
Acquisitions and disposals
On acquisition of a subsidiary, associate or jointly controlled entity, the cost
is measured as the fair value of the consideration. The assets, liabilities and
contingent liabilities of subsidiary undertakings that meet the IFRS 3 (Revised)
Business Combinations recognition criteria are measured at the fair value at the
date of acquisition, except that:
- deferred tax assets or liabilities, and liabilities or assets relating to employee
benefit arrangements, are recognised and measured in accordance with
IAS 12 Income Taxes and IAS 19 (Revised) Employee Benefits respectively;
- liabilities or equity instruments related to the replacement by the Group
of an acquiree’s share-based payment awards are measured in accordance
with IFRS 2 Share-based Payments; and
- assets (or disposal groups) that are classified as held for sale, in accordance
with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations,
are measured in accordance with that standard.
Where cost exceeds fair value of the net assets acquired, the difference
is recorded as goodwill.
Where the fair value of the net assets exceeds the cost, the difference
is recorded directly in the income statement. The accounting policies of
subsidiary undertakings are changed where necessary to be consistent
with those of the Group.
If the initial accounting for a business combination is incomplete by the end
of the reporting period in which the combination occurs, the Group reports
provisional amounts for the items for which the accounting is incomplete.
Those provisional amounts are adjusted during the measurement period (see
below), or additional assets or liabilities recognised, to reflect new information
obtained about facts and circumstances that existed as at the acquisition date
that, if known, would have affected the amounts recognised as at that date.
The measurement period runs from the date of acquisition to the date the
Group obtains complete information about facts and circumstances that existed
as at the acquisition date, subject to a maximum period of one year.
In accordance with IFRS 3 (Revised) Business Combinations, acquisition
and disposal-related items are recognised through the income statement.
Acquisition and disposal-related items refer to credits and costs associated
with the acquisition and disposal of businesses, together with the costs of
aborted bids and the establishment of joint ventures.
Discontinued operations and assets held for sale
When the Group makes a decision to exit a significant business unit or separate
major line of business, the associated operations and cash flows are classified
as discontinued operations in the financial statements, in accordance with the
provisions of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
These discontinued operations may represent components of the Group
that have already been disposed of or are classified as held for sale.
Non-current assets and disposal groups classified as held for sale are
measured at the lower of carrying amount and fair value less costs to sell.
Non-current assets and disposal groups are classified as held for sale if their
carrying amount will be recovered through a sales transaction rather than
continuing use. This condition is regarded as met only when the sale is highly
probable and the asset or disposal group is available for immediate sale in its
present condition. Management must be committed to the sale which should
be expected to qualify as a completed sale within one year from the date
of classification.
Intangible assets – goodwill
The purchased goodwill of the Group is regarded as having an indefinite
useful economic life and, in accordance with IAS 36 Impairment of Assets, is
not amortised but is subject to annual tests for impairment. On disposal of
a subsidiary, associate or jointly controlled entity, the amount attributable
to goodwill is included in the determination of the profit or loss on disposal.
Acquired intangibles
The Group recognises, separately from goodwill, intangible assets that are
separable or arise from contractual or other legal rights and whose fair value
can be measured reliably. These intangible assets are amortised at rates calculated
to write down their cost or valuation to their estimated residual values by
equal instalments over their estimated useful economic lives, which are:
- technology average of ten years
- customer relationships average of ten years
Development costs
Development costs that qualify as intangible assets are capitalised as incurred
and, once the relevant intangible asset is ready for use, are amortised on a
straight-line basis over their estimated useful lives, averaging ten years
(2024: ten years).
The carrying value of development assets is assessed for recoverability at least
annually or when a trigger is identified.
Software costs
Software costs are measured initially at purchase cost and are amortised
on a straight-line basis over their estimated useful lives, averaging ten years
(2024: ten years).
Patents and licences
Patents and licences are measured initially at purchase cost and are amortised
on a straight-line basis over their estimated useful lives, averaging five years
(2024: five years).
Property, plant and equipment
Land and buildings, property, plant and equipment are held at cost less
accumulated depreciation and any recognised impairment loss. Borrowing
costs on significant capital expenditure projects are capitalised and allocated
to the cost of the project.
No depreciation is provided on freehold land. On other assets, depreciation
is provided at rates calculated to write down their cost to their estimated
residual values by equal instalments over their estimated useful economic lives,
which are:
- freehold buildings up to fifty years
- leasehold buildings the period of the lease
- plant and equipment up to ten years
Chemring Group PLC Annual report and accounts 2025 137
Strategic report Governance Financial statements
3. Group accounting policies continued
Impairment of non-current assets
Assets that have indefinite lives are allocated to the Group’s cash-generating
units and tested for impairment at least annually. Assets that are subject to
depreciation or amortisation are reviewed for impairment whenever changes
in circumstances indicate that the carrying value may not be recoverable.
To the extent that the carrying value exceeds the recoverable amount, an
impairment loss is recorded for the difference as an expense in the income
statement. The recoverable amount used for impairment testing is the higher
of the value in use and the asset’s fair value less costs of disposal. For the
purpose of impairment testing, assets are grouped at the lowest levels for
which there are separately identifiable cash flows.
Inventories
Inventories are recorded at the lower of cost and net realisable value. Cost
represents materials, direct labour, other direct costs and related overheads,
and is determined using a weighted average cost basis. Net realisable value is
based on estimated selling price, less further costs expected to be incurred
to completion and disposal.
Provision is made for slow-moving, obsolete and defective items where appropriate.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that necessarily take a
substantial period of time to prepare for their intended use, are added to
the cost of those assets, until such time as the assets are ready for their
intended use. These costs are treated as investing activities in the cash flow
statement. Once the assets are ready for their intended use, these capitalised
borrowing costs are depreciated in line with the underlying asset.
All other borrowing costs are recognised in the income statement
in the period in which they are incurred.
Government grants
Government grants are not recognised until there is reasonable assurance
that the Group will comply with the conditions attaching to them and that
the grants will be received.
Government grants for staff retraining costs are recognised as deferred
income over the periods necessary to match them with the related costs
and are deducted in reporting the related expense.
The Group initially recognises government grants received relating to the
construction or acquisition of assets as deferred income at fair value, if there
is reasonable assurance that they will be received and the Group complies
with the conditions associated with the grant. Grants related to the acquisition
of assets are recognised in profit and loss as other income on a systematic
basis over the useful life of the asset.
Tax
The tax expense represents the sum of current tax and deferred tax.
Current tax 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
excludes items of income or expense that are never taxable or deductible.
The Group’s liability for current tax is calculated using tax rates that have
been enacted or substantively enacted at the balance sheet date.
Deferred tax represents amounts 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 balance sheet 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 taxable profits will be available in the future against which deductible
temporary differences can be utilised. Such assets and liabilities are not recognised
if the temporary difference arises 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 Group 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 balance sheet
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
period when the liability is settled or the asset is realised. Deferred tax is
charged or credited in the income statement, except where it relates to items
charged or credited directly to equity, in which case the deferred tax is also
dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable
right to set off current tax assets against current tax liabilities, when they
relate to income taxed by the same tax authority, and when the Group
intends to settle its current tax assets and liabilities on a net basis.
Research & Development Expenditure Credits (“RDEC) is treated as taxable
income and is recorded in the income statement as part of operating profit.
Special capital reserve
The special capital reserve was created as part of a capital reduction scheme
involving the cancellation of the share premium account which was approved
by the Court in 1986, in accordance with the requirements of the Companies
Act 1985.
Any repurchase of the Company’s ordinary shares as permitted under
Companies Act 2006 is credited to this reserve.
Foreign currencies
The individual financial statements of each Group company are presented
in its functional currency, being the currency of the primary economic
environment in which it operates. For the purpose of these Group financial
statements, the results and financial position of each Group company are
expressed in pounds sterling, which is the functional currency of the Company,
and the presentation currency for these financial statements.
In preparing the financial statements of each Group company, transactions
in foreign currencies, being currencies other than the entity’s functional
currency, are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary assets and liabilities that
are denominated in foreign currencies are retranslated at the rates prevailing
on the balance sheet date. Non-monetary items carried at fair value that are
denominated in foreign currencies are translated at the rates prevailing at the
date when the fair value was determined.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
Exchange differences arising on the settlement of monetary items and on
the retranslation of monetary items are included in the income statement
for the period.
In order to hedge its exposure to certain foreign exchange risks, the Group
enters into forward foreign exchange contracts which are accounted for
as derivative financial instruments (see below for details of the Group’s
accounting policies in respect of such derivative financial instruments).
For the purpose of presenting these financial statements, the assets and
liabilities of the Group’s foreign operations are translated at exchange rates
prevailing on the balance sheet date. Income and expense items are translated
at the average exchange rates for the period.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and translated
at the closing rate.
Financial instruments
Financial assets and liabilities are recognised in the Groups balance
sheet when the Group becomes a party to the contractual provisions
of the instrument.
ACCOUNTING POLICIES continued
Chemring Group PLC Annual report and accounts 2025138
Strategic report Governance Financial statements
3. Group accounting policies continued
Financial assets
Financial assets
Financial assets are classified according to the substance of the contractual
arrangements entered into.
Trade receivables
Trade receivables do not carry any interest and are stated at their fair value
and subsequently amortised cost as reduced by appropriate allowances for
expected credit losses.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits,
and other short-term highly liquid investments that are readily convertible
to a known amount of cash and are subject to an insignificant risk of change
in value.
Financial liabilities and derivative financial instruments
Financial liabilities
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into.
Bank borrowings
Interest bearing bank loans and overdrafts are recorded at the proceeds
received, net of direct issue costs. Finance charges, including premiums payable
on settlement or redemption, and direct issue costs are accounted for on an
accruals basis in the income statement using the effective interest method,
and are added to the carrying amount of the instrument to the extent that
they are not settled in the period in which they arise.
Trade payables
Trade payables are not interest bearing and are stated at their fair value
and subsequently amortised cost.
Derivative financial instruments
The Group’s activities expose it to the financial risks of foreign currency
transactions, and it uses forward foreign exchange contracts to hedge its
exposure to these transactional risks. The Group does not use derivative
financial instruments for speculative purposes.
Derivative financial instruments are recognised at fair value on the date
the derivative contract is entered into and are revalued to fair value at
each balance sheet date. The fair values of derivative financial instruments
are calculated by external valuers.
The Group does not apply hedge accounting for derivative financial
instruments, with changes in the fair value of derivatives being recognised
in the income statement immediately.
Hedges of net investments in foreign operations
Any gain or loss on the hedging instrument relating to the effective portion
of the hedge is recognised in the statement of comprehensive income and
accumulated in the translation reserve. The gain or loss relating to the
ineffective portion is recognised immediately in the income statement.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are charged
as an administrative expense in the period to which they relate. For defined
benefit schemes, the cost of providing benefits is determined using the projected
unit credit method, with actuarial valuations being carried out at each balance
sheet date. Remeasurement of the defined benefit pension scheme, which
comprises actuarial gains and losses, the return on plan assets (excluding
interest) and the effect of the asset ceiling (if any, excluding interest) are
recognised in the statement of comprehensive income in full in the period
in which they occur.
The Group determines the net interest income on the net defined benefit
asset for the period by applying the discount rate used to measure the defined
benefit obligation at the beginning of the annual period to the then net defined
benefit asset, taking into account any changes in the net defined benefit asset
during the year as a result of contributions and benefit payments. Net interest
income and other expenses related to defined benefit plans are recognised in
profit or loss.
When the benefits of a plan are changed or when a plan is curtailed,
the resulting change in benefit that relates to past service or the gain
or loss on curtailment is recognised immediately in profit or loss.
The retirement benefit obligation recognised in the balance sheet represents
the present value of the defined benefit obligation as reduced by the fair value
of scheme assets. Any asset resulting from this calculation is limited to past
service cost, plus the present value of available refunds and reductions in
future contributions to the scheme.
Leased assets
At the lease commencement date (i.e. the date the underlying asset is available
for use), the Group recognises a right-of-use asset and a lease liability on the
balance sheet.
The lease liability is initially measured at the present value of future lease
payments, discounted using the Group’s incremental borrowing rate. The
right-of-use asset is initially measured at cost, comprising the initial value of
the lease liability, any lease payments made before commencement of the
lease, any initial direct costs and any restoration costs. The asset is recorded
as property, plant and equipment, and is depreciated over the shorter of
its estimated useful economic life and the lease term on a straight-line basis.
The finance cost is charged to the income statement over the lease term
to produce a constant periodic rate of interest on the lease liability. The lease
payment is allocated between repayment of the lease liability and finance cost.
The Group has elected to account for short-term leases and leases of
low-value assets using the practical expedients. Instead of recognising a
right-of-use asset and lease liability, the payments in relation to these are
recognised as an expense in the income statement on a straight-line basis
over the lease term.
Share-based compensation
The Group operates equity-settled share-based compensation schemes.
For grants made under the Group’s share-based compensation schemes,
the fair value of an award is measured at the date of grant and reflects any
market-based vesting conditions. Non-market-based vesting conditions are
excluded from the fair value of the award. At the date of grant, the Company
estimates the number of awards expected to vest as a result of non-market-
based vesting conditions, and the fair value of this estimated number of
awards is recognised as an expense in the income statement on a straight-line
basis over the vesting period. At each balance sheet date, the impact of any
revision to vesting estimates is recognised in the income statement over the
vesting period. Proceeds received, net of any directly attributable transaction
costs, are credited to share capital and share premium.
Provisions
Provisions are recognised when the Group has a present obligation, either
legal or constructive, as a result of a past event, it is probable that the Group
will be required to settle that obligation, and a reliable estimate can be made
of the amount of the obligation. The amount recognised as a provision is the
best estimate of the consideration required to settle the present obligation
at the balance sheet date, taking into account the risks and uncertainties
surrounding the obligation. Where a provision is measured using the estimated
cash flows to settle the present obligation, its carrying amount is the present
value of those cash flows. The Group uses the “expected value” or “most likely
outcome” method on a case-by-case basis to estimate the value of provisions.
When some or all of the economic benefits required to settle a provision
are expected to be recovered from a third party, a receivable is recognised
as an asset if it is virtually certain that reimbursement will be received and
the amount of the receivable can be measured reliably.
Chemring Group PLC Annual report and accounts 2025 139
Strategic report Governance Financial statements
3. Group accounting policies continued
Provisions continued
Environmental provisions
Where the Group is liable for decontamination work or the restoration
of sites to their original condition, an estimate is made of the costs needed
to complete these works, discounted back to present values, relying upon
independent third party valuers where appropriate.
Restructuring provisions
A restructuring provision is recognised when the Group has developed a
detailed formal plan for the restructuring and has raised a valid expectation
in those affected that it will carry out the restructuring by starting to implement
the plan or announcing its main features to those affected by it. The measurement
of a restructuring provision includes only the direct expenditures arising from
the restructuring and not those associated with the ongoing activities of the entity.
Warranty provisions
In the event of warranty obligations, provisions for the expected cost of
warranty obligations under local sale of goods legislation are recognised
at the date of sale of the relevant products, based upon the best estimate
of the expenditure required to settle the Group’s obligations.
Disposal provisions
Disposal provisions relate to estimated liabilities faced by the Group in respect
of discontinued operations and other disposed entities under the terms of
their respective sale agreements.
Contingent liabilities
The Group exercises judgement in recognising exposures to contingent
liabilities related to pending litigation or other outstanding claims subject to
negotiated settlement, mediation, arbitration or government regulation, as
well as other contingent liabilities. Judgement may be necessary in assessing
the likelihood that a pending claim will succeed, or a liability will arise, and/or
to quantify the possible range of the financial settlement.
Alternative Performance Measures (“APMs)
In the analysis of the Group’s financial performance and position, operating
results and cash flows, APMs are presented to provide readers with additional
information. The principal APMs presented are underlying measures of earnings
including underlying operating profit, underlying profit before tax, underlying
profit after tax, underlying EBITDA, underlying earnings per share and underlying
operating cash flow. In addition, EBITDA, net debt and constant currency
metrics are presented which are also considered non-IFRS measures. These
measures are consistent with information regularly reviewed by management
to run the business, including planning, budgeting and reporting purposes and
for its internal assessment of the operational performance of individual businesses.
The directors believe that the use of these APMs assists in providing additional
information on the underlying trends, performance and position of the Group.
APMs are used to assist with the comparability of information between
reporting periods by adjusting for items that are non-recurring or otherwise
non-underlying. Management considers non-underlying items to be:
- amortisation of acquired intangibles;
- material exceptional items, for example relating to a business restructuring
costs, legal costs and other non-reoccurring items;
- Acquisition and disposal costs;
- gains or losses on the movement in the fair value of derivative financial instruments;
- pension buy-in and buy-out transactions; and
- the tax impact of all of the above.
As adjusted results include the benefits of significant restructuring programmes
but exclude significant costs (such as significant legal, major restructuring and
transaction items), they should not be regarded as a complete picture of the
Group’s financial performance, which is presented in statutory earnings. The
exclusion of adjusting items may result in adjusted earnings being materially
higher or lower than statutory earnings. In particular, when significant
impairments, restructuring charges and legal costs are excluded, adjusted
earnings will be higher than statutory earnings.
It should also be noted that adjusted earnings may not be comparable to
similarly titled measures in other companies, and where amortisation of
intangibles acquired in business combinations is excluded, the related revenue
is not also excluded.
The Group’s use of APMs is consistent and we provide comparatives alongside
all current period figures.
Further detail on the APMs presented within these financial statements,
including a reconciliation to the IFRS equivalent, is presented in note 3.
Exceptional items
Exceptional items are excluded from management’s assessment of profit
because by their size or nature they need to be separately disclosed to
properly understand the Group’s underlying quality of earnings. They are
typically gains or losses arising from events that are not considered part of
the core operations of the business. These items are excluded to reflect
performance in a consistent manner and are in line with how the business
is managed and measured on a day-to-day basis.
Post-balance sheet events
In accordance with IAS 10 Events after the Reporting Period, the Group continues
to disclose events that it considers material, non-disclosure of which can
influence the economic decisions of users of the financial statements.
4. Chemring Group PLC – parent company accounting policies
FRS 101 Reduced Disclosure Framework
The financial statements have been prepared in accordance with UK accounting
standards and applicable law, including FRS 101 Reduced Disclosure Framework.
The Company operates a defined benefit scheme including employees of
other Group companies (a Group plan). Following FRS 101, the scheme assets
and liabilities have been allocated across the Group companies using a method
that management considers to be the most appropriate, based on scheme
membership, in accordance with the Group’s internal policy.
The following exemptions from the requirements of IFRS have been applied
inthe preparation of these financial statements, in accordance with FRS 101:
- share-based payments;
- financial instruments;
- fair value measurements;
- IFRS 16 Leases (paragraphs 52 and 58);
- presentation of comparative information in respect of certain assets;
- IFRSs issued but not yet effective;
- related party transactions;
- assumptions and sensitivities for impairment review;
- cash flow; and
- tax related disclosures.
Investment in Group undertakings
Investments are stated at cost less any provision for impairment in value.
Critical accounting judgements and sources of estimation uncertainty
There are no critical accounting judgements for the Company. The other
non-significant areas that include a degree of estimation uncertainty are below.
5. Accounting judgements and sources of estimation uncertainty
When applying the Group’s accounting policies, management must make
judgements, assumptions and estimates concerning the future that affect the
carrying amounts of assets and liabilities at the balance sheet date and the
amounts of revenue and expenses recognised during the period. Such
judgements, assumptions and estimates are based upon factors including
historical experience, the observance of trends in the industries in which the
Group operates, and information available from the Group’s customers and
other external sources.
ACCOUNTING POLICIES continued
Chemring Group PLC Annual report and accounts 2025140
Strategic report Governance Financial statements
5. Accounting judgements and sources of estimation continued
Accounting judgements
Revenue recognition
Following IFRS 15 Revenue from Contracts with Customers, the Group
recognises revenue on the basis of the satisfaction of performance obligations.
Management has to consider whether performance obligations should be
recognised at a single point in time, which is generally the case for the sale
of products by the Group, or over a period of time, which is more common
for certain service contracts.
In making its judgement about obligations that are satisfied at a point in time,
management has to consider at what point control has passed to the
customer, allowing revenue to be recognised. This is typically determined
through a consideration of customer acceptance testing, stage of completion,
contract terms and delivery arrangements.
Key sources of estimation uncertainty
Goodwill impairment - Kilgore Flares Company, LLC (“Kilgore”)
Determining whether goodwill is impaired requires an estimation of the
value-in-use of the cash-generating units to which goodwill has been allocated.
The value-in-use calculation requires the entity to estimate the future cash
flows expected to arise from the cash-generating unit, and to determine
a suitable discount rate in order to calculate present value (see note 11).
The cashflows are based on the five-year board plan which makes various
assumptions around the anticipated conditions in the defence industry,
future orders and operational execution.
The key assumption in determining the value-in-use for Kilgore is revenue (see
note 11). Given the wide range of plausible outcomes, it is reasonably possible,
on the basis of existing knowledge, that outcomes within the next financial year
that are different from the assumption could require a material adjustment to
the carrying amount of the CGU.
There are no other key sources of estimation uncertainty at the balance sheet
date that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year.
Other non-significant areas that include a degree of estimation
uncertainty or judgements
While these areas do not present a significant risk resulting in a material
adjustment, they are areas of focus for management and include:
Provisions
The Group holds provisions where appropriate in respect of future economic
outflows which arise due to past events. These are subject to uncertainty in
respect of the outcome of future events. Estimates, judgements and assumptions
are based on factors including historical experience, the observance of trends
in the industries in which the Group operates, and information available from
the Group’s customers and other external sources. Actual outflows of economic
benefit may not occur as anticipated, and estimates may prove to be incorrect,
leading to further charges or releases of provisions as circumstances change.
The provisions held by the Group as at 31 October 2025 are set out in
note 25.
Capitalised development costs impairment
IAS 38 Intangible Assets requires that development costs, arising from the
application of research findings or other technical knowledge to a plan or
design of a new substantially improved product, are capitalised, subject to
certain criteria being met. Determining the future cash flows generated by the
products in development requires estimates which may differ from the actual
outcome. In particular, this can depend on the estimation applied to future
milestone events to secure long-term positions on production contracts,
for example Programs of Record for the US DoD. The total capitalised
development intangible asset is set out in note 12, which shows a carrying
value of £20.2m at 31 October 2025. Included in this balance are individually
material balances relating to Joint Biological Tactical Detection System (£8.7m)
and Perceive (£4.3m).
Taxation
The Group operates in a number of countries around the world. Uncertainties
exist in relation to the interpretation of complex tax legislation, changes in tax
laws and the amount and timing of future taxable income. In some jurisdictions
agreeing tax liabilities with local tax authorities can take several years.
This could necessitate future adjustments to taxable income and expense
already recorded. At the year-end date, tax liabilities and assets are based on
management’s best judgements around the application of the tax regulations
and management’s estimate of the future amounts that will be settled.
The Group’s operating model involves the cross-border supply of goods
into end markets. There is a risk that different tax authorities could seek to
assess higher profits (or lower costs) to activities being undertaken in their
jurisdiction, potentially leading to higher total tax payable by the Group.
At 31 October 2025 there was a provision of £1.1m in respect of uncertain
tax positions. Due to the uncertainties noted above, there is a risk that the
Group’s judgements are challenged, resulting in a different tax payable or
recoverable from the amounts provided. Management estimates that the
reasonably possible range of outcomes is between £nil and £1.1m.
Deferred tax assets on tax losses and US interest deductions
The category of deferred tax asset which contains significant estimation
uncertainty and which requires management judgement in assessing its
recoverability relates to US interest limitations and tax losses carried
forward (see note 26).
Applicable accounting standards permit the recognition of deferred tax assets
only to the extent that it is probable that future taxable profits will be available,
or to the extent that the existing taxable temporary differences, of an appropriate
type, reverse in an appropriate period to utilise the tax losses carried forward.
The assessment of future taxable profits involves significant estimation uncertainty,
principally relating to an assessment of management’s projections of future
taxable income based on business plans and ongoing tax planning strategies.
These projections include assumptions about the future strategy of the Group,
the economic and regulatory environment in which the Group operates,
future tax legislation and customer behaviour, amongst other variables.
Defined benefit pension scheme
There is inherent uncertainty associated with the timing of the anticipated
buy-out and the final settlement of liabilities. Should the buy-out not proceed
as expected, there may be a need to adjust the accounting treatment in a
future period.
Investments in subsidiaries impairment (parent company only)
The parent company tests investments at least annually for impairment, in
addition to when there is an indicator of impairment. Determining whether
investments in subsidiaries are impaired requires an estimation of the value
in use of the legal entities to which the investments relate. Where the investment
value relates to an intermediate holding company, the subsidiaries of that
holding company are used to support the carrying value. The value-in-use
calculation requires the entity to estimate the future cash flows expected to
arise from the legal entity, and to determine a suitable discount rate in order
to calculate present value (see note 11 of the Group financial statements).
In reviewing the carrying value of investments in subsidiaries, the Board has
considered the separate plans and cash flows of these businesses consistent
with the requirements of IAS 36 Impairment of Assets. The plans and cash
flows of these businesses reflect current and anticipated conditions in the
defence industry. The total investments in subsidiaries are set out in note 3
of the parent company financial statements, which shows a carrying value
of £823.6m at 31 October 2025.
Climate change
In preparing the financial statements, we have considered the impact of both
physical and transitional climate change risks, which have helped develop the
Group’s internal transitional plan to ensure we achieve our climate-related
targets, through the monitoring and assessment of our environmental metrics
(discussed earlier in the annual report). The key element to achieving our
climate-related target in our transitional plan is the electrification, energy
efficiency and renewable energy sourcing for our operations; this approach
requires upgrading and improvement of current facilities and equipment to
be more efficient and is dependent on future capital expenditure. Therefore,
the main areas affected from a financial perspective have been our impairment
and going concern and viability assessments where we have ensured that these
potential risks have been appropriately considered in forecast cash flows used.
Chemring Group PLC Annual report and accounts 2025 141
Strategic report Governance Financial statements
1. Our opinion is unmodified
We have audited the financial statements of Chemring Group PLC (“the Company)
for the year ended 31 October 2025 which comprise the consolidated income
statement, consolidated statement of comprehensive income, consolidated
statement of changes in equity, consolidated balance sheet, consolidated cash
flow statement, parent company balance sheet, parent company statement of
comprehensive income, parent company statement of changes in equity, and
the related notes, including the accounting policies in notes 3 and 4 of the
Accounting Policies” section of the financial statements.
In our opinion:
- the financial statements give a true and fair view of the state of the Group’s
and of the parent company’s affairs as at 31 October 2025 and of the
Group’s profit for the year then ended;
- the Group financial statements have been properly prepared in accordance
with UK-adopted international accounting standards;
- the parent company financial statements have been properly prepared in
accordance with UK accounting standards, including FRS 101 Reduced
Disclosure Framework; and
- the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit evidence we have obtained
isasufficient and appropriate basis for our opinion. Our audit opinion
isconsistent with our report to the audit committee.
We were first appointed as auditor by the directors on 23 March 2018. The
period of total uninterrupted engagement is for the eight financial years ended
31 October 2025. We have fulfilled our ethical responsibilities under, and we
remain independent of the Group in accordance with, UK ethical requirements
including the FRC Ethical Standard as applied to listed public interest entities.
No non-audit services prohibited by that standard were provided.
Overview
Materiality: Group
financial statements
asa whole
£3.4m (2024:£3.5m)
5.2 (2024: 5.3%) of profit before tax, normalised to add
back and exclude certain non-underlying items
Key audit matters (KAM) vs 2024
Recurring KAM Recoverability of goodwill and other assets
associated with Kilgore Flares
Revenue recognition for sale of goods
throughout the period
Recoverability of parent company’s
investments in subsidiaries
◄►
◄►
2. Key audit matters: our assessment of risks
ofmaterialmisstatement
Key audit matters are those matters that, in our professional judgement,
wereof most significance in the audit of the financial statements and include
the most significant assessed risks of material misstatement (whether or not
due to fraud) identified by us, including those which had the greatest effect on:
the overall audit strategy; the allocation of resources in the audit; and directing
the efforts of the engagement team. We summarise below the key audit matters
(unchanged from 2024), in decreasing order of audit significance, in arriving at
our audit opinion above, together with our key audit procedures to address
those matters and, as required for public interest entities, our results from
those procedures. These matters were addressed, and our results are based
on procedures undertaken, in the context of, and solely for the purpose of,
our audit of the financial statements as a whole, and in forming our opinion
thereon, and consequently are incidental to that opinion, and we do not
provide a separate opinion on these matters.
RECOVERABILITY OF GOODWILL AND OTHER ASSETS
ASSOCIATED WITH KILGORE FLARES
(Goodwill: £5.8 million; 2024: £5.8 million) and other assets associated with
Kilgore Flares.
Refer to page 66 (Audit Committee Report), page 141 (accounting policies)
andpage 109 (financial disclosures).
THE RISK
Forecast-based assessment
The Kilgore Flares (KFL) cash generating unit (‘CGU) has significant goodwill
and other assets. There has been an increase in the assessed risk for this key
audit matter because, whilst KFL has a number of dual supply contracts with
asmall number of defence customers, the recoverability of the goodwill and
other assets in respect of the KFL CGU is at risk if orders are not awarded to
KFL above certain volume levels. Estimating the level of orders to be awarded
in the future is subjective due to the inherent uncertainty involved in
forecasting future cashflows.
The effect of these matters is that, as part of our risk assessment, we determined
that the recoverable amount of the KFL CGU has a high degree of estimation
uncertainty, with a potential range of reasonable outcomes greater than our
materiality for the financial statements as a whole, and possibly many times
that amount. The financial statements (note 11) disclose the sensitivity
estimated by the Group.
Our response
We performed the tests below rather than seeking to rely on any of the Group’s
controls because the nature of the balance is such that we would expect to obtain
audit evidence primarily through the detailed procedures described.
Our procedures included:
- Historical comparisons: We challenged the cash flow forecasts by
comparing historical projections to actual results to assess the Group’s
ability to forecast accurately;
- Benchmarking assumptions: We benchmarked key assumptions around
volume to publicly available US Department of Defence budget information;
- Sensitivity analysis: We performed sensitivity analysis by reviewing the
impact of reasonable downward changes to revenue and volume
assumptions; and
- Assessing transparency: We assessed whether the Group’s disclosures
about the estimation uncertainty related to the impairment assessment
reflect the risks inherent in the recoverable amount of goodwill and other
assets in respect of the KFL CGU.
Our results
We found the Group’s conclusion that there is no impairment in the goodwill
and other assets in respect of the KFL CGU to be acceptable (2024 result: acceptable).
REVENUE RECOGNITION FOR SALE OF GOODS THROUGHOUT
THE PERIOD
(£356.2 million; 2024: £339.4 million)
Refer to page 66 (Audit Committee Report), page 136 (accounting policies)
and page 100 (financial disclosures).
THE RISK
Accounting application:
Based on our cumulative audit experience, we have concluded that there is
not a material judgement or estimation in sale of goods revenue recognition,
nor do we consider there to be a significant risk of material misstatement.
However, we consider revenue recognition for sale of goods to be a key audit
matter as it is a key driver of the Group’s results. Its size, the fact it is earned
over the majority of components and the manual nature of our approach are
reflected in the allocation of our resources in planning and executing the audit
across the Group.
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF CHEMRING GROUP PLC
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Strategic report Governance Financial statements
2.Keyauditmatters:ourassessmentofrisksofmaterial
misstatement continued
Our response
We performed the tests below rather than seeking to rely on any of the
Group’s controls because for certain components the low volume of high
value transactions meant that detailed testing is inherently the most effective
means of obtaining audit evidence and for other components our knowledge
of the design of these controls indicated that we would be unlikely to obtain
the required evidence to support reliance on controls.
Our procedures included:
- Tests of detail: Analysis of revenue throughout the period using data
andanalytical techniques to identify unexpected transactions based
uponexpected account pairings, and agreeing unexpected transactions
tosupporting documentation;
- Tests of detail: Reconciling revenue recognised with cash receipts, adjusting
for reconciling items including sales taxes, to assess the existence and
accuracy of total revenue recorded; and
- Tests of detail: Selecting revenue transactions throughout the period using
statistical sampling methods and agreeing each selected sample to supporting
documentation to assess the existence and accuracy of the transactions recorded.
Our results
We considered the amount of sale of goods revenue throughout the period
to be acceptable (2024: acceptable).
RECOVERABILITY OF PARENT COMPANYS INVESTMENTS
INSUBSIDIARIES
(£823.6 million; 2024: £786.0 million)
Refer to page 66 (Audit Committee report), page 141 (accounting policies)
and page 131 (financial disclosures).
THE RISK
Low risk, high value
The carrying amount of the parent company’s investments in subsidiaries
represents 96% (2024: 96%) of the parent company’s total assets.
Their recoverability is neither at a high risk of material misstatement nor
subject to significant judgement. However, due to their materiality in the
context of the parent company financial statements, this is considered to
bethe area that had the greatest effect on our parent company audit.
Our response
We performed the tests below rather than seeking to rely on any of the parent
company’s controls because the nature of the balance is such that we would
expect to obtain audit evidence primarily through the detailed procedures described.
Our procedures included:
- Historical comparisons: We challenged the cash flow forecasts supporting
the company’s assessment that there are no impairment indicators for the
carrying value of each investment by comparing historical projections to
actual results to assess the company’s ability to accurately forecast;
- Sensitivity analysis: We performed sensitivity analysis by performing a
reverse stress test to calculate how much cashflows would have to reduce
such that an impairment would occur;
- Our sector experience: We evaluated whether the reduction in cashflows
calculated from our reverse stress was realistic when compared with our
business understanding and historical comparisons; and
- Comparing valuations: We compared the carrying amount of the
investments with the expected value of the business based on the
company’s market capitalisation and the fair value of the net debt.
Our results
We found the parent company’s conclusion that there is no impairment
ofitsinvestments in subsidiaries to be acceptable (2024 result: acceptable).
3. Ourapplicationofmaterialityandanoverviewofthescope
of our audit
Our application of materiality
Materiality for the Group financial statements as a whole was set at £3.4m
(2024: £3.5m), determined with reference to a benchmark of Group profit
before tax from continuing operations, normalised to add back business
restructuring costs, certain business acquisition costs and other non-underlying
expenses totalling £4.9m and exclude gains on the movement in the fair value
of derivatives of £7.3m as disclosed in note 3 (2024: non-underlying expenses
of £11.0m and losses on the movement in the fair value of derivatives of £2.0m),
of which it represents 5.2% (2024: 5.3%). We adjusted for these items because
they do not represent the normal, continuing operations of the Group.
Materiality for the parent company financial statements as a whole was set
at£3.2m (2024: £3.2m) determined with reference to a benchmark of parent
company total assets, limited to be lower than materiality for the group financial
statements as a whole. It represents 0.4% (2024: 0.4%) of the stated benchmark.
In line with our audit methodology, our procedures on individual account
balances and disclosures were performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level the risk that individually
immaterial misstatements in individual account balances add up to a material
amount across the financial statements as a whole.
Performance materiality was set at 75% (2024: 75%) of materiality for the financial
statements as a whole, which equates to £2.6m (2024: £2.6m) for the Group and
£2.4m (2024: £2.4m) for the parent company. We applied this percentage in our
determination of performance materiality because we did not identify any factors
indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected
identified misstatements exceeding £170k (2024: £175k), in addition to other
identified misstatements that warranted reporting on qualitative grounds.
Overview of the scope of our audit
This year, we applied the revised group auditing standard in our audit of
theconsolidated financial statements. The revised standard changes how
anauditor approaches the identification of components, and how the
auditprocedures are planned and executed across components.
In particular, the definition of a component has changed, shifting the focus
from how the entity prepares financial information to how we, as the group
auditor, plan to perform audit procedures to address group risks of material
misstatement. Similarly, the group auditor has an increased role in designing
the audit procedures as well as making decisions on where these procedures
are performed (centrally and/or at component level) and how these procedures
are executed and supervised. As a result, we assess scoping and coverage in a
different way and comparisons to prior period coverage figures are not meaningful.
In this report we provide an indication of scope coverage on the new basis.
We performed risk assessment procedures to determine which of the
Group’s components are likely to include risks of material misstatement
totheGroup financial statements and which procedures to perform at
thesecomponents to address those risks.
In total, we identified 18 components, having considered the Group’s legal
structure, geographical locations, the presence of key audit matters and our
ability to perform audit procedures centrally.
Of those, we identified seven quantitatively significant components which
contained the largest percentages of either total revenue or total assets of the
Group, for which we performed audit procedures.
Accordingly, we performed audit procedures on these components. We involved
component auditors on six components.We performed audit procedures on the
items added back and excluded from the normalised Group profit before tax used
as the benchmark for our materiality. We set the component materialities,
ranging from £1.4m to £2.0m, having regard to size and risk profile.
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Strategic report Governance Financial statements
3. Ourapplicationofmaterialityandanoverviewofthescope
of our audit continued
Overview of the scope of our audit continued
Our audit procedures covered 94% of Group revenue. We performed audit
procedures in relation to components that accounted for 88% of Group total
assets. We performed audit procedures in relation to components that
accounted for 72% of total profits and losses that made up the Group profit
before tax, and the parent Company which accounted for a further 20% of
total profits and losses that made up the Group profit before tax.
The Group auditor performed the audit of the parent Company.
Impact of controls on our group audit
The Group has a decentralised IT environment and component operations
across the Group utilise a diverse range of IT systems which underpin the
financial reporting process relevant to our audit. With the assistance of our
ITauditors, we obtained an understanding of the IT environment at a Group
level and for components where we performed audit procedures. IT auditors
in our component audit teams obtained an understanding of the IT environment,
and IT systems relevant to financial reporting in their components, reporting
details to us to establish a full understanding of IT across the Group.
We identified control deficiencies linked to the IT environment at certain
components however, following incremental risk assessment, these did not
lead to significant changes to our planned audit approach or in the identification
of additional fraud risks as the planned audit response was already largely
substantive in nature.
For one component, IT auditors assisted our component auditors in testing
the design and operating effectiveness of general IT controls, as well as certain
automated controls and system generated reports relied upon by management
in financial reporting, within processes where a controls reliance approach
was planned. Following our testing for this component we relied on general
ITcontrols in determining the audit work to be performed in these areas and
we were able to rely on automated controls in relation to service revenue
which reduced the extent of our substantive work in this area.
For the remaining components where we performed audit procedures and at
the Group level, given the diverse range of IT systems and control deficiencies
identified, as well as having considered the efficiency and effectiveness of
approaches to gain the appropriate audit evidence, we planned and executed
a predominantly substantive audit approach.
To respond to the significant risk of management override of controls we
assessed the design of certain automated and manual journal entry controls
across all quantitatively significant components. For two components we
werenot able to rely on manual nor automated controls in this area, however
following incremental risk assessment, we assessed that no significant changes
were required to our planned audit approach.
Group auditor oversight
As part of establishing the overall Group audit strategy and plan, we conducted
risk assessment and planning discussion meetings with component auditors to
discuss Group audit risks relevant to the components, including the key audit
matter in respect of revenue.
We hosted virtual conferences with all component auditors in August and
September to emphasise key parts of the Group audit instructions, share risk
assessment considerations, including brainstorming fraud risk assessment, and
group developments. This allowed us to enhance our understanding of the
component auditors’ perspective on the overall audit approach and any local
developments that were relevant to our Group audit.
 NormalisedPBT
 Groupmateriality
Normalised Group profit before tax
£65.3m (2024: £66.3m)
Group materiality
£3.4m (2024: £3.5m)
£3.4m
Whole financial statements
materiality (2024: £3.5m)
£170k
Misstatements reported
tothe audit committee
(2024: £175k)
£2.6m
Whole financial statements
performance materiality
(2024: £2.6m)
£2.0m
Range of materiality at 7
components (£1.4m to £2.0m)
(2024: £0.9m to £2.8m)
Group revenue
Total profits and losses that made
up Group profit before tax
Group total assets
72%
94%
88%
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF CHEMRING GROUP PLC continued
We performed audit procedures in relation to components that accounted
for the following percentages of Group total assets and Total profits and
losses that made up Group profit before tax:
Our audit procedures covered the following percentage of Group revenue:
We also visited five component auditors in the UK, the US and Norway to
assess the audit risk and strategy. Regular video and telephone conference
meetings were also held with these component auditors and others that
werenot physically visited. At these visits and meetings, the results of planning
procedures and further audit procedures communicated to us were discussed
in more detail, and any further work required was then performed by the
component auditors.
We inspected the work performed by the component auditors for the
purpose of the Group audit and evaluated the appropriateness of conclusions
drawn from the audit evidence obtained and consistencies between communicated
findings and work performed, with a particular focus on revenue and management
override of controls.
Chemring Group PLC Annual report and accounts 2025144
Strategic report Governance Financial statements
4. The impact of climate change on our audit
In planning our audit, we considered the potential impacts of climate change
on the Group’s business and its financial statements, based on our knowledge
of the Group’s operations and their stated strategy with respect to climate change.
The context of climate change for the group
Climate change impacts the Group in a variety of ways including the impact of
climate risk on manufacturing and procurement, potential reputational risk
associated with the Group’s delivery of its climate-related initiatives, and greater
emphasis on climate-related narrative and disclosure in the annual report.
The Group’s exposure to climate change is primarily through environmental
factors impacting the safety of the sites across the Group, including wildfires
inAustralia and hurricanes in the US. As part of our audit, we have made
enquiries of the Group to understand the extent of the potential impact
ofclimate change risk on the Group’s financial statements and the Group’s
preparedness for this.
The Group emits greenhouse gases directly from energy used in its
production operations. As explained on page 18 of the Group’s annual report,
the Group is working towards targets to reduce scope 1 and 2 carbon
emissions to become net zero (scope 1 and scope 2 market-based) by 2035
and then working towards being a scope 3 net zero organisation by 2050.
The Group’s assessment of accounting consequences
IFRS requires the Group’s financial reporting to be based, amongst other
things, on the Group’s best estimate of assumptions that are reasonable and
supportable as at the date of reporting. Those assumptions may not align with
the ways in which the global economy, society and government policies will
need to change in the future to meet the relevant targets.
The Group has set carbon emission targets and estimated the incremental
capital and operational expenditure required to deliver those targets. The
Group has considered the potential for asset obsolescence or shortened
economic lives of its existing property, plant and equipment, and this does
notresult in any material changes to accounting estimates.
The Group has provided more detail on how it has considered climate change
in its financial reporting on page 141 of the Group’s financial statements.
Our audit response
Risk assessment procedures
As part of our risk assessment procedures, we made enquiries, with key
members of management. Our enquiries focused on understanding the
Group’s climate-related strategy and identifying those areas where climate
change could have a potential material impact on the financial statements.
Wedid not identify the impact of climate risk as a separate Key Audit Matter
in our audit given the nature of the Group’s operations and knowledge gained
of its impact on significant accounting estimates and judgements during our
risk assessment procedures and testing.
Audit procedures in relation to Key Audit Matters
We did not consider the impact of climate change to be significant to our
audit response for the Key Audit Matters relating to recoverability of goodwill
and other assets of the KFL CGU and the parent company’s investments in
subsidiaries, or to revenue recognition for sale of goods throughout the
period. On the basis of our risk assessment, we determined that while climate
change poses a risk to the determination of future cash flows, the risk to this
year’s financial statements from climate change alone is not significant taking
into account the extent of headroom available on the carrying value of the
cash-generating units. As such, there was no impact on our Key Audit Matters.
Other audit procedures
During the course of our audit, we carried out the following additional
auditprocedures: we considered the Group’s processes around climate
change-related disclosures in the annual report and read the disclosures in
thestrategic report and directors’ report and considered their consistency
with the financial statements and our audit knowledge.
5. Going concern
The directors have prepared the financial statements on the going concern
basis as they do not intend to liquidate the Group or the Company or to
cease their operations, and as they have concluded that the Group’s and the
Company’s financial position means that this is realistic. They have also concluded
that there are no material uncertainties that could have cast significant doubt
over their ability to continue as a going concern for at least a year from the
date of approval of the financial statements (“the going concern period).
We used our knowledge of the Group, its industry, and the general economic
environment to identify the inherent risks to its business model and analysed
how those risks might affect the Group’s and parent company’s financial
resources or ability to continue operations over the going concern period.
The risks that we considered most likely to adversely affect the Group’s and
parent company’s available financial resources, EBITDA and net debt metrics
relevant to debt covenants over this period were:
- temporary site shutdown and/or temporary business interruption;
- delays in production and/or sales extending working capital cycles
andrestricting cash flow;
- the potential outcome of the provisions related to environmental
remediation claims; and
- lower defence spending by major customers.
We considered whether these risks could plausibly affect the liquidity or
covenant compliance in the going concern period by comparing severe, but
plausible downside scenarios that could arise from these risks individually
andcollectively against the level of available financial resources and covenants
indicated by the Groups financial forecasts.
We considered whether the going concern disclosure on page 46 to the
financial statements gives a full and accurate description of the directors’
assessment of going concern, including the identified risks and related sensitivities.
We also assessed completeness of the going concern disclosure.
Our conclusions based on this work:
- we consider that the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate;
- we have not identified, and concur with the directors’ assessment that there
is not, a material uncertainty related to events or conditions that, individually
or collectively, may cast significant doubt on the Group’s or Company’s
ability to continue as a going concern for the going concern period;
- we have nothing material to add or draw attention to in relation to the
directors’ statement in note 1 of the “Accounting Policies” section of the
financial statements on the use of the going concern basis of accounting
withno material uncertainties that may cast significant doubt over the
Group and Company’s use of that basis for the going concern period, and
we found the going concern disclosure on page 46 to be acceptable; and
- the related statement under the UK Listing Rules set out on page 94 is
materially consistent with the financial statements and our audit knowledge
However, as we cannot predict all future events or conditions and as subsequent
events may result in outcomes that are inconsistent with judgements that
were reasonable at the time they were made, the aboveconclusions are not
aguarantee that the Group or the Company willcontinuein operation.
Chemring Group PLC Annual report and accounts 2025 145
Strategic report Governance Financial statements
6. Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement
due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we
assessed events or conditions that could indicate an incentive or pressure
tocommit fraud or provide an opportunity to commit fraud. Our risk
assessment procedures included:
- Enquiring of directors and internal audit and inspection of policy
documentation as to the Group’s high-level policies and procedures to
prevent and detect fraud, including the internal audit function, and the
Group’s channel for “whistleblowing”, as well as whether they have
knowledge of any actual, suspected, or alleged fraud;
- reading Board, Audit Committee, Executive Committee, Remuneration
Committee and Risk Committee meeting minutes;
- considering remuneration incentive schemes and performance targets
formanagement and directors including the EPS target for management
remuneration; and
- using analytical procedures to identify any unusual or unexpected relationships.
We communicated identified fraud risk factors throughout the audit team and
remained alert to any indications of fraud throughout the audit. This included
communication from the Group auditor to the component auditors of relevant
fraud risk factors identified at the Group level and a request for the component
auditors to report to the Group auditor any instances of fraud that could give
rise to a material misstatement at Group level.
As required by auditing standards and taking into account possible pressures
to meet profit targets, we perform procedures to address the risk of management
override of controls, in particular the risk that Group and component management
may be in a position to make inappropriate accounting entries, and the risk of
bias in accounting estimates and judgements including recoverability of goodwill
and other assets of the KFL CGU and recoverability of the parent company’s
investments in subsidiaries as detailed in section 2 of this report. On this audit,
we do not believe there is a fraud risk related to revenue recognition because
there are no complexities or significant areas of estimation within the
revenuerecognition.
We did not identify any additional fraud risks.
We performed procedures including:
- identifying journal entries and other adjustments to test for all significant
components based on risk criteria and comparing the identified entries
tosupporting documentation. These included those posted to unusual
accounts; and
- assessing whether the judgements made in making significant accounting
estimates are indicative of potential bias.
Identifying and responding to risks of material misstatement
due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be
expectedto have a material effect on the financial statements from our
general commercial and sector experience, through discussion with the
directors (as required by auditing standards) and from inspection of the
Group’s regulatory and legal correspondence and discussed with the directors
the policies and procedures regarding compliance with laws and regulations.
As the Group is regulated, our assessment of risks involved gaining an
understanding of the control environment including the entity’s procedures
forcomplying with regulatory requirements.
We communicated identified laws and regulations throughout our team and
remained alert to any indications of non-compliance throughout the audit.
This included communication from the Group auditor to the component
auditors of relevant laws and regulations identified at the Group level, and a
request for component auditors to report to the Group team any instances
ofnon-compliance with laws and regulations that could give rise to a material
misstatement at Group level.
The potential effect of these laws and regulations on the financial statements
varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the
financial statements including financial reporting legislation (including related
company legislation), distributable profits legislation, taxation legislation and
pension legislation, and we assessed the extent of compliance with these laws
and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the
consequences of non-compliance could have a material effect on amounts or
disclosures in the financial statements, for instance through the imposition of
fines or litigation. We identified the following areas as those most likely to
have such an effect: health and safety, special security agreements, environmental
protection legislation, and anti-bribery and corruption, recognising the financial
and regulated nature of the Group’s activities. Auditing standards limit the
required audit procedures to identify non-compliance with these laws and
regulations to enquiry of the directors and inspection of regulatory and legal
correspondence, if any. Therefore, if a breach of operational regulations is
notdisclosed to us or evident from relevant correspondence, an audit will
notdetect that breach.
Context of the ability of the audit to detect fraud or breaches of
law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk
thatwe may not have detected some material misstatements in the financial
statements, even though we have properly planned and performed our audit
in accordance with auditing standards.
For example, the further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial statements, the
less likely the inherently limited procedures required by auditing standards
would identify it.
In addition, as with any audit, there remains a higher risk of non-detection
offraud, as this may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit procedures
are designed to detect material misstatement. We are not responsible for
preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
7. We have nothing to report on the other information in the
Annual Report
The directors are responsible for the other information presented in the
Annual Report together with the financial statements. Our opinion on the
financial statements does not cover the other information and, accordingly,
wedo not express an audit opinion or, except as explicitly stated below,
anyform of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether, based on our financial statements audit work, the information
therein is materially misstated or inconsistent with the financial statements
orour audit knowledge. Based solely on that work we have not identified
material misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
- we have not identified material misstatements in the strategic report
andthedirectors’ report;
- in our opinion the information given in those reports for the financial year
isconsistent with the financial statements; and
- in our opinion those reports have been prepared in accordance with the
Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act 2006.
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF CHEMRING GROUP PLC continued
Chemring Group PLC Annual report and accounts 2025146
Strategic report Governance Financial statements
7. We have nothing to report on the other information in the
Annual Report continued
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a
material inconsistency between the directors’ disclosures in respect of
emerging and principal risks and the viability statement, and the financial
statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw
attention to in relation to:
- the directors’ confirmation on page 39 that they have carried out a robust
assessment of the emerging and principal risks facing the Group, including
those that would threaten its business model, future performance, solvency
and liquidity;
- the principal risks and uncertainties disclosures describing these risks and
how emerging risks are identified, and explaining how they are being
managed and mitigated; and
- the directors’ explanation in the viability statement of how they have
assessed the prospects of the Group, over what period they have done so
and why they considered that period to be appropriate, and their statement
as to whether they have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities as they fall due over
theperiod of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
We are also required to review the viability statement, set out on page 46
under the UK Listing Rules. Based on the above procedures, we have concluded
that the above disclosures are materially consistent with the financial statements
and our audit knowledge.
Our work is limited to assessing these matters in the context of only the
knowledge acquired during our financial statements audit. As we cannot
predict all future events or conditions and as subsequent events may result in
outcomes that are inconsistent with judgements that were reasonable at the
time they were made, the absence of anything to report on these statements
is not a guarantee as to the Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a
material inconsistency between the directors’ corporate governance
disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is
materially consistent with the financial statements and our audit knowledge:
- the directors’ statement that they consider that the annual report and
financial statements taken as a whole is fair, balanced and understandable,
and provides the information necessary for shareholders to assess the
Group’s position and performance, business model and strategy;
- the section of the annual report describing the work of the Audit
Committee, including the significant issues that the audit committee
considered in relation to the financial statements, and how these issues
wereaddressed; and
- the section of the annual report that describes the review of the
effectiveness of the Group’s risk management and internal control systems.
We are required to review the part of the Corporate Governance Statement
relating to the Group’s compliance with the provisions of the UK Corporate
Governance Code specified by the UK Listing Rules for our review. We have
nothing to report in this respect.
8. We have nothing to report on the other matters on which
we are required to report by exception
Under the Companies Act 2006, we are required to report to you if,
inouropinion:
- adequate accounting records have not been kept by the parent Company,
orreturns adequate for our audit have not been received from branches
notvisited by us; or
- the parent Company financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
- certain disclosures of directors’ remuneration specified by law are not made; or
- we have not received all the information and explanations we require for
our audit.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 94 the directors
are responsible for: the preparation of the financial statements including being
satisfied that they give a true and fair view; 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; assessing the
Group and parent Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern; and using the going concern
basis of accounting unless they either intend to liquidate the Group or the
parent company or to cease operations, or have no realistic alternative but
todo so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue our opinion in an auditor’s report. Reasonable
assurance is a high level of assurance, but does not guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis
of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual
financial report prepared under Disclosure Guidance and Transparency Rule
4.1.17R and 4.1.18R. This auditor’s report provides no assurance over whether
the annual financial report has been prepared in accordance with those
requirements.
10. The purpose of our audit work and to whom we owe
ourresponsibilities
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the Company’s members
those matters we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Company and the Company’s
members, as a body, for our audit work, for this report, or for the opinions
we have formed.
Kate Teal (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
66 Queen Square
Bristol
BS1 4BE
8 December 2025
Chemring Group PLC Annual report and accounts 2025 147
Strategic report Governance Financial statements
2025 2024 2023 2022 2021
£m £m £m £m £m
Revenue 497.5 488.3 445.3 378.4 319.4
Underlying EBITDA 98.6 91.5 78.9 73.9 60.6
Underlying operating profit 73.5 69.6 59.5 56.6 42.7
Non-underlying items (0.1) (13.0) (23.1) (10.0) (7.1)
Operating profit 73.4 56.6 36.4 46.6 35.6
Finance expense (5.7) (4.8) (1.3) (1.5) (1.6)
Profit before taxation 67.7 51.8 35.1 45.1 34.0
Taxation (14.4) (10.3) (4.4) (2.8) (3.9)
Profit for the year from continuing operations 53.3 41.5 30.7 42.3 30.1
(Loss)/profit after tax from discontinued operations (5.1) (2.0) (25.3) 5.1 11.4
Profit attributable to equity shareholders 48.2 39.5 5.4 47.4 41.5
Cash generated from continuing underlying operations 112.2 93.9 66.1 86.4 62.3
Intangible assets and property, plant and equipment 518.2 414.9 369.9 395.4 351.5
Working capital 73.7 88.3 82.3 93.9 84.4
Provisions (21.6) (19.9) (17.6) (18.4) (17.5)
Retirement benefit surplus (0.1) 0.1 5.9 11.2 13.7
Net current and deferred tax liabilities (21.2) (19.1) (15.1) (20.8) (24.5)
Net debt (89.0) (52.8) (14.4) (7.2) (26.6)
Other (78.0) (55.2) (32.5) (36.0) (28.2)
Net assets employed 382.0 356.3 378.5 418.1 352.8
Financed by:
Ordinary share capital 2.7 2.7 2.8 2.8 2.8
Reserves attributable to equity shareholders 379.3 353.6 375.7 415.3 350.0
Total equity 382.0 356.3 378.5 418.1 352.8
Basic underlying earnings per ordinary share (continuing operations) 19.8p 19.3p 17.8p 18.2p 12.9p
Diluted underlying earnings per ordinary share (continuing operations) 19.4p 18.9p 17.4p 17.8p 12.6p
Basic earnings per ordinary share (continuing operations) 19.7p 15.2p 10.9p 15.1p 10.7p
Diluted earnings per ordinary share (continuing operations) 19.3p 14.9p 10.6p 14.7p 10.5p
Dividend per share 8.0p 7.8p 6.9p 5.7p 4.8p
FIVE-YEAR RECORD
For the year ended 31 October 2025
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Strategic report Governance Financial statements
Chemring’s commitment to environmental issues is reflected in this Annual Report,
which has been printed on Magno Satin, an FSC
®
certified material. This document was
printed by Park Communications using its environmental print technology, which
minimises the impact of printing on the environment, with 99% of dry waste diverted
from landfill. Both the printer and the paper mill are registered to ISO 14001.
CORPORATE INFORMATION AND WEBSITE
Headquarters and registered office
Roke Manor
Old Salisbury Lane
Romsey
Hampshire
SO51 0ZN
T: +44 (0)1794 463401
F: +44 (0)1794 463374
E: info@chemring.com
Website: www.chemring.com
Registered number
86662
Registrars
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Subsidiary undertakings’ registered offices
Subsidiary undertakings in England:
Roke Manor
Old Salisbury Lane
Romsey
Hampshire
SO51 0ZN
Subsidiary undertaking in Scotland:
Troon House
Ardeer Site
Stevenston
Ayrshire
KA20 3LN
Subsidiary undertakings in the US:
14401 Penrose Place
Suite #130
Chantilly
Virginia
20151
Subsidiary undertaking in Australia:
230 Staceys Road
Lara
Victoria
Australia
3212
Subsidiary undertaking in Norway:
Engeneveien 7
N-3475 Sætre
Norway
Find out more online
For more information about Chemring Group PLC, please visit
www.chemring.com, where the latest shareholder information can
beaccessed, including:
- current share price;
- key financial information;
- financial calendar;
- shareholder services and notices;
- corporate governance;
- results and presentations;
- analysts’ forecasts; and
- regulatory news.
Chemring Group PLC’s 2025 annual report and accounts and the Notice
ofthe Annual General Meeting can also be viewed and downloaded at
www.chemring.com/investors.
© CHEMRING GROUP PLC 2025
The information in this document is the property of Chemring Group PLC
and may not be copied or communicated to a third party or used for any
purpose, other than that for which it is supplied, without the express written
consent of Chemring Group PLC. This information is given in good faith based
upon the latest information available to Chemring Group PLC; no warranty or
representation is given concerning such information, which must not be taken
as establishing any contractual or other commitment binding upon Chemring
Group PLC or any of its subsidiary or associated companies.
Produced by Design Portfolio
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149
Strategic report Governance Financial statements
Chemring Group PLC Annual report and accounts 2025
Chemring Group PLC
Roke Manor
Old Salisbury Lane
Romsey
Hampshire SO51 0ZN
United Kingdom
Tel: +44 (0)1794 463401
Email: info@chemring.com
www.chemring.com
Chemring Group PLC Annual report and accounts 2025