Spirax Group plc Annual Report 2025

for

tomorrow’s

world…

Adapting

Spirax Group plc Annual Report 2025

Our teams provide the critical thermal energy and fluid technology solutions that enhance

theefficiency,safetyandsustainabilityofourcustomers’industrialoperations,helping

them to provide the food, medicines, technologies and services that the world needs.

We call this ‘engineering your everyday’ and we do it through three strong and aligned

Businesses with a common business model:

Lastyear,aswesetouttoevolveourGroupfortomorrow’sworldandmeet

the changing needs of our customers, we set a clear Vision.

Our Vision builds on our unique strengths and guides where we focus our efforts as we set out to

capture opportunities from new structural drivers of growth. Against a more volatile and uncertain

economic environment our aim is to keep building and adapting where needed, while staying true

to our Purpose and Values, working together across Spirax Group to deliver growth.

100k+

customers served

~2,900*

direct sales and

service engineers

~70

countries with

a direct sales

presence

60%

of sales to

defensive sectors

85%

of revenues

funded from

customers’ local

operating budgets

Our Vision

Our Vision has five important

characteristics that are shaping

the future of Spirax Group as

weevolvefortomorrow’sworld.

These are the things that

matter the most to us and

to the people around us.

As the trusted global leader

in optimising critical thermal

energy and fluid technology

processes, we are highly

connected with customers,

obsessed with their evolving

needs, delivering solutions that

serve people and enable the

transition to a low-carbon,

resource-efficient world.

Our Purpose

At Spirax Group we are defined by

our common Purpose. To create

sustainable value for all our

stakeholders as we engineer

a more efficient, safer and

sustainable world.

Our Values

Our six core Values; Safety,

Collaboration, Customer

Focus, Excellence, Respect

and Integrity are common to

everyone across our Group.

They are the guiding principles

we use to underpin our decision

making, guide our conduct

and define our culture.

By living our Values every

day, we are building a

more sustainable and

successful business.

Read more online spiraxgroup.com

* Includes technical application engineers and inside sales team

Find out more about each of our Businesses and how they delivered

on our priorities in 2025 on pages 46 to 59 of the Operating Review

† Organic growth is at constant currency and excludes contributions from acquisitions and disposals.

For a full definition, see the Appendix to the Consolidated Financial Statements.

* Adjusted measures exclude certain items as set out and explained in the Group Chief Financial

Officer’sReviewandintheAppendixtotheConsolidatedFinancialStatements.

Read more about our performance in 2025 on pages 36 and 37

...delivering

ourstrategy

Welcome to our

2025Annual Report

Our Together for Growth Strategy builds on our unique business model. It is designed

to help us meet the evolving needs of our customers and enables us to adapt for

continued growth in this more volatile and uncertain economic environment.

We do this by focusing on operational priorities that are within our control to enhance

our sales, manufacturing and organisational effectiveness, driving growth and margin

improvement. Through leveraging the power of the Group we are working differently,

by simplifying how we operate and evolving our capabilities to deliver efficiencies

that generate savings. These savings are being reinvested in targeted areas to capture

the significant, compounding and long-duration organic growth opportunities ahead.

In 2025, our first full year of strategy delivery, we set clear priorities, adapted to

external challenges and stayed focused on driving the actions within our control

to sustain momentum and deliver against our commitments. You can read about

ourprogressthroughoutthisReport.

Revenue

£m

£1,702.9m

Adjusted operating profit*

£m

£339.9m

Adjusted operating

profit margin* %

20.0%

Adjusted earnings

pershare* p

296.3p

Organic revenue growth

†

5.0%

Statutory operating profit

£m

£265.4m

Statutory operating profit

margin %

15.6%

Statutory earnings

per share p

221.7p

Our performance in 2025

Spirax Group plc Annual Report 2025 1

Strategic Report

Global trends driving our Vision…

…create significant growth opportunities

Why we’re evolving

Intoday’sever-changing,fast-pacedworld,ourcustomers’needsare

continuously evolving and we are well placed to meet those needs.

~£2bn

Added to our annual

addressable market

through TargetZero

~£5bn

Added to our annual

addressable market through

PoweringZero

~£18bn

Current

addressable

market

~£11bn

Base

addressable

market

Future addressable market

Electrification of steam generation

Solutions we refer to as TargetZero add ~£2 billion

to our annual addressable market. This opportunity

is sized on 2024’s installed base of fuel-fired boilers

in our target sectors and regions and an assumption

of adoption over multiple years constrained by factors

such as customer appetite to invest, availability of

green electricity and grid transmission capacity.

Decarbonisation of thermal energy,

beyond steam

Solutions we refer to as PoweringZero add ~£5 billion

to our annual addressable market as we continue to

deploy our Low Voltage and Medium Voltage solutions

in target sectors and regions to support the

electrification of critical industrial processes that

currently rely on the direct burning of fossil fuels today.

This number assumes adoption over multiple years.

Future expansion of our addressable market

We expect our annual addressable market to expand

further linked to IP-related growth, high growth in our

target sectors and pricing.

Addressing our customers’ resource efficiency and

sustainability needs has expanded our annual addressable

market by 60%, compared to 2023.

Emerging middle class:

800m+ people

entering the middle class population, with higher

spending and increasing consumption leading to

increased demand for process efficiency, productivity

improvements and capacity expansion projects.

Resource efficiency and sustainability:

>5%

of global carbon emissions have the potential to be

addressed through our full suite of decarbonisation

solutions offered through the complementary expertise

of our STS and ETS Businesses.

Ageing global population:

65+ years

is the expected age of one in six people by 2035, almost

doubling this global population requiring increased

healthcare provision, fuelling innovation in the Biopharm

sector, which accounted for 17% of Group sales in 2025.

Changing lifestyles:

9.7 billion

is the projected global population by 2050* with changing

lifestyles driving consumer choices in technology,

sustainability and health, which supports growth in key

sectors such as Semiconductor, Datacentres, EV Batteries

and Sustainable Food.

* Data source: United Nations, Department of Economic and Social

Affairs, Population Division (2024), World Population Prospects

2024, Online Edition.

Spirax Group plc Annual Report 20252

StrategicReport— Our ecosystem for growth

Commercial Excellence

Our global direct sales force and local customer

relationships are the core of our business model and key

differentiators. We are investing in the capability of our

sales colleagues to better serve customers, meeting their

evolving needs, to expand and capture our addressable

market opportunity.

Digital and Services

Our relationships, technical expertise and data-driven

insights are the basis of our deep customer understanding.

We are focused on being highly connected with our

customers throughout their process and product

lifecycles to anticipate their needs and build enduring

customer partnerships.

Decarbonising Thermal Energy

Our combined steam and electric expertise and innovative

solutions uniquely position us to decarbonise our customers’

thermal energy use. We are investing in our decarbonisation

technology and capability to capture the significant

market opportunity from helping customers meet

their efficiency and sustainability targets.

Organisational Fitness

Our local presence in the countries we serve enables

us to better understand and meet customers’ needs.

We are connecting colleagues to leverage our global

presence and scale and simplifying the way we work

to better serve our customers.

Operational Excellence

Our regional manufacturing facilities are strategically

positioned close to our sales operating companies to

deliver high levels of customer service and maintain

agility in our supply chain. We are focused on continuous

operational improvements, reinvesting the benefits to

support future growth.

How we’re adapting

Our Together for Growth Strategy supports growth today and for the future.

Through the strategy we are building on the unique strengths

of our business model, adapting to meet changing customer

needs and drive demand growth in today’s more volatile

and uncertain economic environment.

Leveraging the power of the Group, we are addressing

operational priorities that enhance our sales, manufacturing

and organisational effectiveness.

As we reinvest savings from efficiencies in targeted areas

of growth, we are strengthening our positioning to capture

the significant compounding and long-duration organic

growth opportunities ahead.

We achieve this through five Growth Drivers:

Read more about the progress we are making with each

Growth Driver, as well as some examples of our strategy

in action, on pages 13 to 31 and 50 to 58

Together for Growth, means:

•

Putting the customer at the centre of everything

that we do

•

Identifying opportunities within our control

and taking ownership to deliver

•

Simplifying how we work, removing barriers and

improving collaboration to become more effective

and efficient

•

Evolving our capabilities to capture

significant opportunities

Spirax Group plc Annual Report 2025 3

Strategic Report

Adapting to control the controllables

ThroughoutthisReportweare:

shining a light on how our colleagues

are adapting to the ongoing market

challenges, demonstrating the ways in

which we are focusing on our operational

priorities and taking actions within our

control to drive growth.

We also highlight the areas where we are making targeted

investments and demonstrate the progress we are making

towards capturing the significant opportunities we see,

particularlyfromourGrowthDriversofDigitaland

ServicesandDecarbonisingThermalEnergy.

Readabouttheprogresswearemakingthrough

eachofourGrowthDrivers.

Organisational Fitness

Simplifying the way we work…

connecting colleagues

to leverage scale

Operational Excellence

Focusing on operational

improvements… reinvesting

to support growth

Commercial Excellence

Investing in sales colleagues…

to better serve our customers...

capturing addressable market

From local insight

to regional impact...

Find out how STS is leveraging

Commercial Excellence to capture

sales from China’s overseas

investments on pages 16 and 17

From structural shift to

sector-led

outperformance...

Find out how WMFTS is driving

EMEA growth on pages 20 and 21

From barriers to

breakthrough...

Find out how ETS is unlocking

growth in Semicon through Operational

Excellence on pages 18 and 19

Spirax Group plc Annual Report 20254

StrategicReport— Our ecosystem for growth

Decarbonising

Thermal Energy

Leveraging our unique

capabilities… investing in capability

to capture opportunity

Digital and Services

Being highly connected with

customers... anticipating needs

to build enduring partnerships

Read our online Report at spiraxgroup.com

Contents

Strategic Report

1 Welcome to our 2025 Annual Report

2 Our ecosystem for growth

6 Chair’s Statement

8 Stakeholder Engagement and Section

172(1) Statement

12 Group Chief Executive Officer’s Review

13 Strategy in action – Operational Priorities:

16 – Commercial Excellence

18 – Operational Excellence

20 – Organisational Fitness

22 Strategy in action – Investing for growth:

24 – Digital and Services

28 – Decarbonising Thermal Energy

32 Our business model

34 Investment case

36 Our performance in 2025

38 Group Chief Financial Officer’s Review

44 Ten-year financial summary

46 Operating Review

48 – Steam Thermal Solutions

50 Strategy in action – Commercial Excellence

52 – Electric Thermal Solutions

54 Strategy in action – Commercial Excellence

56 – Watson-Marlow Fluid

Technology Solutions

58 Strategy in action – Commercial Excellence

60 Sustainability Report

62 – Responsible Business Foundations

64 Strategy in action – Organisational Fitness

70 – Strategic initiatives

82 Non-Financial and Sustainability

Information Statement 2025

84 Risk Management

87 – Principal Risks

92 TCFD and Climate-related

Financial Disclosures (CFD)

Governance Report

Pages 101-157

Financial Statements

Pages 158-228

Corporate information

IBC Officers and advisers

From reactive response

to proactive planning...

Find out how WMFTS is

creating digital value in Mining

on pages 26 and 27

From assessment

to impact...

Find out how we are identifying

tangible thermal energy savings for a

global drinks brand on pages 28 and 29

From energy intensive

to energy efficient...

Find out how ETS is embedding

decarbonisation solutions into OEM

design on pages 30 and 31

From point-in-time

to real time...

Find out how STS is turning digital

insight into operational improvements

on pages 24 and 25

Spirax Group plc Annual Report 2025 5

Strategic Report

A year of demonstrable progress delivering

on our commitments

During the year, the Group has continued to demonstrate

that it is a high-quality and differentiated business with

meaningful growth potential and is capable of delivering

despite the more volatile and uncertain macroeconomic

environment.

At the Capital Markets Day in October 2024, Nimesh set out

the Group’s Together for Growth Strategy and explained

how this would position us to capture the significant

opportunities we see from structural drivers of growth

and accordingly set the related medium-term targets.

Having now completed the first full year of implementation

of Together for Growth, there is demonstrable progress,

both in delivering against near-term expectations and more

importantly, in making the changes that equip the Group

to deliver our medium-term targets. The macroeconomic

environment in all regions of the world has been particularly

challenging and Spirax Group has demonstrated the quality

of its differentiated business model to navigate those challenges

as successfully as any, while continuing to make investments

that will ensure delivery of compounding growth in line with

our long-term targets.

In my first year as Chair, the priority for the Board under my

leadership has been to support Nimesh and the leadership

team in the successful and ongoing implementation of the

Together for Growth Strategy. This includes delivering

on the commitments we have made, even against a

more volatile and uncertain macroeconomic backdrop.

To this end, during the year I have sought to strengthen

the alignment between Board decisions and our strategic

objectives, providing more disciplined oversight and more

constructive challenge, underpinning the Board’s commitment

to sustainable growth and the creation of long-term value

for all stakeholders.

A year of demonstrable progress

In my first year as Chair, the priority

for the Board under my leadership

has been to support Nimesh and the

leadership team in the successful

and ongoing implementation of

the Together for GrowthStrategy.”

Tim Cobbold

Chair

The leadership team has delivered improved performance

in all three Businesses. In Steam Thermal Solutions (STS),

Maurizio Preziosa has continued to prove and build on the

strength of the STS business model to largely offset specific

challenges in the important Chinese and Korean markets.

Electric Thermal Solutions, under Andrew Mines’ leadership,

is now delivering strong order, revenue and margin growth,

especially as operational issues are addressed. WMFTS,

led by Stuart Roby, grew strongly as the Biopharm market

improved, while also driving growth in industrial sectors,

with higher volumes delivering significant margin expansion.

In line with the Together for Growth Strategy, supporting

this improved operating performance and positioning the

Group for the future, the first steps to simplify the organisation

and sharpen its operating focus whilst increasing investment

targeted on the drivers of future growth, including Digital

and Services and Decarbonisation, have been taken.

The Board recognises and understands the value of delivering

on our commitments and so the Directors are pleased with

the progress made in 2025, while remaining focused on

ensuring that performance and delivery against targets

continue into 2026 and beyond.

Board composition and changes

In 2025, the Board continued to evolve and to help this,

the membership of the Nomination Committee has been

streamlined to allow a more effective process for managing

Board succession. In addition, some adjustments were made

to the membership of Audit and Colleague Engagement

Committees. Further details are provided in the respective

Committee reports.

As reported previously, Jane Kingston stepped down as a

Board member in September 2025. Maria Antoniou joined

the Board in June 2025 and became Chair of the Remuneration

Committee. The overlap allowed for an appropriate handover

from Jane to Maria. In October, we announced Kevin Thompson’s

decision to step down from the Board at the forthcoming

AGM in May, after seven years of service. In November 2025,

to allow time for an effective handover, Andrew Kemp joined

the Board and will succeed Kevin as Chair of the Audit Committee

in April 2026. On behalf of the Board, I extend my sincere

thanks to both Jane and Kevin for their substantial contributions

to Spirax Group over many years. Maria and Andrew will

both stand for election at the Company’s 2026 AGM.

Spirax Group plc Annual Report 20256

StrategicReport— Chair’s Statement

Colleagues

Colleagues across the Group once again demonstrated

their dedication and resilience by focusing on our operational

priorities to drive growth, in what has continued to be a tough

and highly volatile trading environment, while at the same

time adapting to internal change. I would like to acknowledge

the part played by colleagues across the Group towards the

achievement of key goals this year and to offer, on behalf of

the Board, our sincere thanks and appreciation for their hard

work and dedication. I enjoyed meeting with and hearing the

perspectives of colleagues during site visits and meetings

in 2025 and I look forward to continuing these engagements

during 2026.

Section 172 Statement

The Directors have prepared a statement describing how

they have had regard to the matters set out in Section 172

when performing their duty to promote the success of the

Company. This can be found on pages 8 to 11 of the

Strategic Report.

Dividends

The Directors are proposing the payment of a final dividend

of 121.1 pence per share (2024: 117.5 pence). Subject to

approval of the final dividend by shareholders at the AGM

on Wednesday 13 May 2026, the total ordinary dividend

for the year will be 170.0 pence, an increase of 3% over the

ordinary dividend of 165.0 pence per share for the prior year.

Board highlights

The Board met seven times during 2025, with

attendance and participation detailed on page 111

of the Governance Report.

Key areas of focus for the Board this year included:

•

Strategy: a two-day review of the Together for

Growth Strategy focused on implementation of the

strategy in the Group and the individual Businesses

and a review of the Businesses’ medium-term plans

and long-term priorities

•

Business Performance Reviews: regular reviews

of revenue and operating performance conducted

for each Business in a way that supports appropriate

Board oversight whilst maintaining Executive

accountability for performance; and reviews,

with approvals as appropriate, of plans and

proposals to simplify the organisation and

sharpen the focus on operating performance

•

Risk and audit: Principal Risk reviews, internal

controls effectiveness and readiness assessment for

the revised 2024 UK Corporate Governance Code

(the Code) Provision 29, effective 2026; and a specific

review of the Group’s cyber risks and readiness

•

Digital: ongoing review of the Group’s investment

in Digital and Services capability and the use of AI

in addition to oversight of the ERP programme

•

People and culture: talent development, succession

planning and whistle-blowing updates

•

Governance: Committee reports, legal matters and

a comprehensive review of the Remuneration Policy

ahead of the 2026 AGM

The Board’s annual cycle also included approval

of key policies and regular updates on sustainability,

Health and Safety and Stakeholder engagement.

Major decisions in 2025 ranged from the approval

of the Group’s restructuring and revision to the

One Planet Sustainability Roadmap to that of the

interim and final dividend payments.

You can read more about these in the Section 172 Statement

on pages 8 to 11

Dividend per share p

170.0p

2025

2024

2023

Looking ahead

As we look to the future, the Board remains committed

to supporting Nimesh and the leadership team as they

continue to implement the Together for Growth Strategy.

I and the rest of the Board remain confident that the Group

will deliver against its medium-term targets and generate

long-term returns for all our stakeholders. Our governance

framework, policies and practices will continue to evolve

in line with best practice and stakeholder expectations,

ensuring that Spirax Group is well positioned to continue

to navigate complexity and succeed in a more volatile

and uncertain environment.

I would like to thank all our stakeholders for their support

during this pivotal year and look forward to meeting with

shareholders at the AGM in May.

Tim Cobbold

Chair

9 March 2026

160.0

165.0

170.0

Board effectiveness

Notwithstanding the requirements of the Code, I am convinced

that a regular external review of Board effectiveness is essential

to support and maintain a high-performing Board. This year

a review conducted by Lintstock confirmed that the Board

and its Committees operate effectively, with Directors

demonstrating strong commitment and constructive challenge.

I support this with regular, two-way feedback sessions with

individual Board members so that all views can be expressed

and heard.

Whilst all Board members viewed the Board as continuing

to function well and to a high level, there were nevertheless

opportunities for us to improve. The actions identified through

this review will inform the way we shape the Board agendas

and focus the Board’s time to ensure the Board remains fit

for purpose and responsive to the evolving needs of the

Group and its stakeholders.

Spirax Group plc Annual Report 2025 7

Strategic Report

Our colleagues

Our colleagues make our

difference every day. Their

local knowledge, expertise

and commitment are what

drives growth and supports

our Vision.

What matters:

•

Doing meaningful work

•

Access to development

•

An inclusive, equitable and

wellbeing-focused culture

•

Safety and sustainability at work

How the Company engages:

•

Monthly CEO-led Senior Leaders’ Briefings

and annual leadership conference

•

Business and Function-specific

conferences and townhalls

•

Operating company visits

•

Communications and campaigns on

strategy and a wide variety of topics

•

Biennial Colleague Engagement Surveys

How the Board engages:

•

Yearly Safety Stand Down led by our

Group CEO

•

The Board visits a number of operating

companies each year

•

Board-facilitated colleague focus groups

are held each year

•

Board reviews the Colleague Engagement

Survey results and monitors action plans

•

NEDs join colleague ‘Coffee Talks’

How we measure progress:

•

All-workplace Injury Rate

•

Safety leading indicators such as Safety

Observations and High-Potential Events

•

Safety Culture Index Score

•

2025 Colleague Engagement Survey

Engagement and Enablement scores

•

Progress against our Diversity Goals

Outcomes in 2025:

•

Our Engagement score remained stable

and slightly ahead of the Global Industrial

Goods benchmark, while our Enablement

score fell three points from 2023

•

These survey insights are guiding our

2026 plans to strengthen the support and

tools colleagues need to do their best work

Read more on page 81

Our customers

Our customers are why we exist.

Working as their partner to

anticipate and solve their thermal

energy and fluid technology needs

is at the heart of our approach.

What matters:

•

Solutions capability to solve their

critical operating challenges

•

Global presence with local access

and speed of response

•

Trusted product quality

•

Efficiency and sustainability

How the Company engages:

•

Our ~2,900 sales and service engineers

maintain close relationships

•

Voice of Customer (VoC) activities and

field trials of new products and solutions

including digital solutions to support

improved customer insights

•

On-time delivery of high-quality

and highly reliable products

How the Board engages:

•

Customer site visits and meetings

•

Business and Divisional reports

•

MD insight sessions as part of the

annual Board strategy meeting

How we measure progress:

•

Demand trends and Business growth

•

Structured VoC methodologies in

each Business

•

Consider Principal Risks, including

‘inability to identify or respond to

changes in customers’ needs’

Outcomes in 2025:

•

Our strong demand growth and high

margins evidence the value customers

continue to attribute to our products

and solutions

•

VoC insights validated demand for our

Thermal Energy Assessment offer as a

high-value standalone service that helps

customers turn decarbonisation ambition

into practical, cost-efficient action

•

In Digital and Services, our structured

VoC work gave us a clearer, evidence-based

view of what customers truly need,

helping us focus on the solutions that

create the most value

Read more on pages 46 to 58 and 84  

 to 100

Stakeholder engagement

SpiraxGroup’sPurposeistocreatesustainablevalueforallourstakeholders

asweengineeramoreefficient,saferandsustainableworld.ItistheBoard’s

role to ensure the Group can fulfil its Purpose to drive long-term success.

Spirax Group plc Annual Report 20258

StrategicReport— Stakeholder Engagement and Section 172(1) Statement

Our environment

Our environment is the ecosystem

that sustains us. That’s why we

work hard to conserve precious

resources and reduce carbon

emissions to support a sustainable

future for our planet.

What matters:

•

The future of our planet, particularly

global warming

•

Protecting precious resources

How the Company engages:

•

Alignment to key reporting standards

•

Setting externally validated science-

based reduction targets

How the Board engages:

•

Review and address the environmental

impacts of our operations

•

Approval of refreshed One Planet

Sustainability Roadmap

How we measure progress:

•

CO₂e reductions

•

Group energy consumption

•

Total water use

•

Total waste generation

Outcomes in 2025:

2025 marked the completion of the first

phase of our One Planet Sustainability

Strategy. Since 2021, we have:

•

Exceeded our target of a 50% reduction

in CO

e (scopes 1 and 2)

•

Exceeded our targets for water use and

waste reduction (15% and 10% respectively)

•

Met our 20% energy reduction target

•

We did not meet all our 2025 targets,

although we made substantial progress.

More details are included in the

Sustainability Report

•

The Board approved the refreshed

One Planet Sustainability Roadmap

Read more on pages 80, 82 and 84 to 100

Our shareholders

Our shareholders are invested in

the success of our Group. That’s

why we give them the clarity

of our financial ambitions and

confidence in our ability to deliver

over the medium and long term.

What matters:

•

Sustainable, long-term value creation

•

Strong governance and leadership

•

Transparent and reliable reporting

on financial, operational and

strategic progress

How the Company engages:

•

Regular reporting of financial results, as

well as operational and strategic progress

•

Capital markets events to support deeper

understanding of the Group’s Businesses

•

Site visits to manufacturing facilities

•

Comprehensive information available

in the IR section of the Group’s website

How the Board engages:

•

The Board actively seeks and addresses

investor views and concerns

•

Board members attend the AGM, review

the Full and Half Year Results, as well as

the Annual Report and several also take

part in investor meetings

•

The Board regularly receives trading

and performance updates, enabling it

to assess shareholder value creation

in the short, medium and long term

How we measure progress:

•

Shareholder feedback

•

AGM voting

Outcomes in 2025:

•

The Board has overseen progress in

implementing our Together for Growth

Strategy, to create long-term

shareholder value

•

At the 2025 AGM, 84% of the

shareholding voted, with 95% votes

in favour of re-electing the Directors

•

Board approval of dividend payments

reflects its role in balancing shareholder

returns with long-term investment

and resilience

Read more on pages 32 to 58 and 101 

 to 114

Spirax Group plc Annual Report 2025 9

Strategic Report

Principal decisions

The Board considers the matters required by Section 172 in all the decisions it makes and

below are two examples of decisions taken by the Board during the year and how the

relevantmattersinSection172(1)(a)to(f)oftheUKCompaniesAct2006wereconsidered.

Organisational Fitness:

Simplifying our organisation,

reducing duplication

Stakeholders considered

In early 2025, the Board reviewed and approved developments

to our organisational structure and operating model, as part

of our Together for Growth Strategy, to drive performance

and sustainable growth. This included global restructuring,

reducing our management structures and moving towards

a simpler, more agile and scalable organisation.

Customers

Our simpler organisational structure is strengthening our

focus on customers by reducing layers of management and

increasing the time our teams spend with them. Sectorising

our sales teams allows sales engineers to deploy and deepen

their process expertise more effectively, supporting the delivery

of value-add solutions. The introduction of inside sales teams

is also releasing additional capacity for sales engineers to

increase the frequency and quality of customer engagement.

By simplifying our structure and internal processes, we are

improving collaboration and enabling technical expertise to

be shared more effectively across the Group, benefiting a

wider range of customers and supporting sustainable growth.

Colleagues

Throughout the year, the Colleague Engagement Committee

met with colleagues in operating companies impacted by

the programme and reported to the Board the desire of our

colleagues to have simplified internal processes, reduced

administrative burdens and more efficient and effective

ways of working. Taking into consideration their views and

implementing improvements have contributed to a more

agile and empowered workforce, better aligned with our

long-term growth ambitions.

Shareholders

In addition to enhancing operational efficiency, these

changes will realise annualised savings of £40 million,

mostly reinvested in growth, contributing to improved

long-term shareholder value.

GrowthDriversalignment:

Read more on pages 15 and 20

Growth Drivers:

Commercial Excellence

Operational Excellence

Organisational Fitness

Digital and Services

Decarbonising

Thermal Energy

Our stakeholders:

Our colleagues

Our customers

Our communities

Our environment

Our suppliers

Our shareholders

One Planet Sustainability refresh:

Refocus, re-prioritise and ensure continued

alignment with stakeholder expectations

Stakeholders considered

Five years after the creation of our One Planet Sustainability

Strategy, the sustainability team led a review, taking account

of the more volatile external conditions and internal developments.

As part of this process the team carried out over 40 in-depth

engagements with internal and external stakeholders. The

diverse inputs included voice of customer insights, investor

expectations and peer benchmarking, which supported our

ability to rightsize our approach based on stakeholder needs.

Through the process, the Group Executive Committee was

engaged at regular intervals, ahead of the refreshed One

Planet Sustainability Roadmap being approved by the Board in

October 2025. A more detailed overview of the steps undertaken

to plan the strategy refresh can be found on page 61 of the

Sustainability Report. Further information about the new

Roadmap will be communicated in 2026.

Customers

We carried out customer interviews and questionnaires to

understand the evolving needs of our customers. The One

Planet refresh focuses on partnering with our customers

to help them meet their sustainability targets, which in turn

helps us deliver our Together for Growth Strategy. Being

highly connected with our customers helps us to better

understand their sustainability requirements and to meet

their needs, for example, by implementing systems to embed

eco-design into our processes we can reduce the impact

that both we and our customers have on the environment.

Suppliers

During 2025, we completed deep-dive risk assessments on

high-risk commodities, geographies or supplier categories

which influenced our supply chain management approach.

We are committed to having responsible supply chains and

through focusing on what is material to us, we are transitioning

from a broad-based approach towards a risk-based

approach to supply chain management.

Shareholders

Sustainability is widely recognised as a driver of long-term

financial performance, risk mitigation and resilience.

To capitalise on this and capture associated value for our

shareholders, the One Planet refresh provides a roadmap

that helps us further embed sustainability into products and

service innovation.

Spirax Group plc Annual Report 202510

StrategicReport— Stakeholder Engagement and Section 172(1) Statement

Guiding principles

The Directors’ focus is on promoting the long-term success

of our Group, acting in good faith to promote the Company’s

success for our shareholders, considering and engaging

with stakeholders and addressing the matters in Section

172(1) (a) to (f) of the Companies Act 2006.

A. the likely consequences of any decision in the

long term

The Board receives regular progress updates from the Group Executive

Committee (GEC) and their direct reports on progress of each element

of the strategy. The Board through its specialist expertise provides

strategic direction and positive challenge to the GEC.

Read more on pages 92, 108, and 110 to 112

B. the interests of our colleagues

The Colleague Engagement Committee (CEC), acting under delegated

authority from the Board, engages regularly with colleagues through

site visits, focus groups and presentations from senior managers.

The CEC reports engagement outcomes to the Board, enabling

consideration of colleague feedback in strategic decisions.

Read more on pages 60 to 81

Spirax Group plc Annual Report 2025 11

Strategic Report

Delivering our strategy

throughfocused execution

Global Industrial Production growth (IP) of 2.1%, or 1.7%

excluding China, was lower than had been forecast at the

beginning of the year and remained weak throughout the

year in our key markets. As expected, trading conditions

in China reflected customers’ reduced expenditure on large

projects. In Korea, political instability early in the year led

to capital investment decisions being temporarily deferred.

STS organic sales growth was 1% despite weaker than

expected IP, with good growth in MRO and solution-sales

offset by anticipated weakness in large projects, particularly

in China and Korea which are more exposed to customers’

capital spending than other regions. However, as expected,

the weakness in large project demand in China and Korea

moderated through the year. Excluding these large project

sales, STS organic sales growth was 3% and well ahead of

IP, demonstrating the successful execution of our Commercial

Excellence initiatives. STS margin of 23.5% was 40bps

ahead of 2024 organically, with restructuring savings mostly

reinvested in growth drivers.

ETS organic sales growth of 11% was supported by strong

demand growth in all three Divisions. In Process Heating,

sales growth was delivered through continued operational

progress in driving higher shipments from the large order

book, supplemented by a large contract win from a datacentre

focused OEM customer. Equipment Heating benefited from

continuing Semicon demand, supplemented by growth in

Nuclear and Aerospace & Defence. In Heat Trace, we saw

the early benefits of our now separate and focused team of

sales engineers targeting new sectors, regions and customers,

with growth driven in the USA and by expansion in EMEA.

Operating leverage from sales growth, offset by the shipments

of residual lower margin legacy orders (now largely completed)

and initial running costs for the new Medium Voltage (MV)

facility in Ogden, delivered a 20bps organic improvement in

ETS margin to 16.2%.

WMFTS organic sales growth was 6%, supported by strong

growth in Process Industries, well ahead of IP, led by our sales

teams in the Americas, as well as EMEA, where we moved

from a geographic to a sectorised focus in early 2025. In

Biopharm, sales growth accelerated through the second half

driven by continuing orders growth of over 10%. WMFTS

margin was up by 160bps organically with second half

operational gearing from higher sales and supply chain

efficiencies partly offset by investment in growth drivers.

We continued to make progress in Health and Safety and

the delivery of our sustainability targets. Our All-workplace

Injury Rate

(which includes lost time accidents) reduced

8% from 2.30 in 2024 to 2.12 in 2025. Progress towards

meeting our One Planet targets included a reduction in our

absolute scopes 1 and 2 greenhouse gas emissions of 23%

compared to 2024 and a 63% reduction compared to our

2019 baseline.

The Board has declared a final dividend of 121.1 pence

(2024: 117.5 pence) per ordinary share, bringing the total

dividend for the year to 170.0 pence. The total dividend for

2025 represents 3% growth compared to 2024, reflecting

our confidence in the Group’s business model, strategy

and medium-to-long-term prospects.

1 Requiring first aid and above; per 100,000 work hours worked.

Summary of 2025 performance

Group organic sales growth of 5% was well ahead of IP.

Organic growth in adjusted operating profit was 6% with the

adjusted operating profit margin of 20.0% higher by 30bps

organically. All three Businesses delivered organic sales

growth and higher adjusted operating profit margins.

Currency movements adversely impacted sales by 3%

and adjusted operating profit by 4%.

Our Group continued to focus on the operational priorities

within our control, including driving growth through MRO

and solution-selling, as well as delivering improvements in

manufacturing throughput, particularly in ETS. We protected

margins against cost inflation and tariff impacts through

pricing discipline and efficiency savings, as well as completing

our restructuring which will deliver annualised savings of

£40 million, with approximately half realised in 2025. Operating

leverage from organic sales growth and the savings from

restructuring funded our investments in sales headcount,

customer digital connectivity, digital tools for sales effectiveness,

new product development and new decarbonisation solutions,

all of which will drive future compounding growth. Even with

these investments, the Group delivered a higher-than-normal

drop-through from the organic increase in sales to profit.

I am grateful to my colleagues around the world for their

strong execution of the priorities in our Together for

Growth Strategy and for their commitment to delivering for

all our stakeholders despite the more volatile and uncertain

economic environment.

Spirax Group plc Annual Report 202512

StrategicReport— Group Chief Executive Officer’s Review

Strategic Update

Our unique business model is foundational to our long track

record of mid-single-digit organic sales growth at close to

2x IP, mid-to-high-single-digit organic profit growth and

strong EPS growth. Our Together for Growth Strategy

builds on this to sustain and accelerate compounding organic

growth

and returns on capital through operational priorities that

enhance

our sales, manufacturing and organisational

effectiveness to meet our customers’ evolving needs.

Through leveraging the power of the Group, we are

delivering efficiencies that generate savings, enhance

margin and fund investment into targeted areas to capture the

significant compounding organic growth opportunities we

see ahead. Progress during the year is set out below.

Strategy in action — Operational Priorities

Commercial Excellence

Our global direct sales force and strong local customer

relationships are the core of our business model and a

key differentiator. We are investing in the capability of

our sales colleagues to better serve customers and meet

their evolving needs, as well as to expand and capture our

addressable market opportunity.

Across all three Businesses, during 2025, we sharpened

our sector focus to better leverage our deep process expertise

and enhance the value we deliver to customers, alongside

extending our reach into new sectors and applications. To

support this, we also strengthened our regional presence

through targeted increases in sales headcount, as well as

amending our Sales Incentive Plans to better align and reward

our sales colleagues’ focus on profitable sales growth.

In STS, our deep process knowledge is critical to delivering MRO

and solution-sales in China and helped drive double-digit

growth across a significant installed base. We also leveraged

local customer relationships and engineering capability

to secure orders from customers such as Wuxi Biologics,

CATL (EV Battery) and INTCO (Medical Technology)

for their expansions outside China.

In the USA, we worked with distributor partners to drive

co-generated demand by leveraging our direct sales

engineers’ expertise to generate MRO and solution-sales

from new customers in our target sectors, particularly

Hospitals, Oil & Gas and Chemicals. During 2025, STS

implemented strategic growth plans with 22 distribution

partners, driving a high-single-digit increase in demand

from those partners that were onboarded early in the year,

compared to 2024.

Group organic sales growth was well ahead of IP.

We identified further opportunity for regional expansion,

adding resources across nine countries, expanding STS’s

ability to serve customers in the Middle East, Africa and

South America. We also developed products to access new

markets such as turbine drainage in nuclear power applications.

In ETS, we targeted the Datacentre sector with

temperature control solutions, through Process Heating

and Heat Trace, driving strong growth from a large contract

award. We are building on this experience, technology and

cross-functional expertise to explore other potential partnerships

with OEMs and customers as we continue to expand in this

fast-growing market.

In WMFTS, following the reorganisation completed in the

first half, our sales teams are now fully sectorised, allowing

us to better develop and deploy our deep expertise into

customers’ processes. In Process Industries, this has driven

double-digit demand growth in focus sectors such as,

Medical Devices, Mining and Water & Wastewater, led by

the Americas and EMEA, as well as in Food & Beverage in

APAC. In Biopharm, we continued to invest in WM Architect,

our proprietary solution for connecting disparate OEM systems

in the bioprocessing fluid pathway, with additional sales

headcount and expansion into new regions, driving

demand growth of over 30%.

During 2026, we will continue to progress with these initiatives

with a specific focus on maximising the value of our direct

sales engineers’ expertise and local relationships to drive

organic growth.

170.0p

Total dividend for 2025 reflecting our confidence in the Group’s

business model, strategy and medium-to-long term prospects.

Spirax Group plc Annual Report 2025 13

Strategic Report

Operational Excellence

Our regional manufacturing facilities are strategically positioned

close to our sales operating companies to deliver high levels

of customer service and maintain agility in our supply chain.

We are focused on continuous operational improvements,

reinvesting the benefits to support future growth.

Following a review of our manufacturing footprint and

product portfolio, focused on optimising what we make

and where we make it, we completed the closure of our

STS facility in Mexico with production transferred to the USA.

Following the decision to pause the planned expansion of

our Gestra manufacturing facility in Germany, we completed

a formal process with the local Works Council and Union,

reaching agreements to drive efficiency and performance

improvements. We have also made progress in further

localising manufacturing activity, transitioning from EMEA to

China and India, to shorten lead-times for our customers in

APAC and reduce costs, while ensuring we maintain our

quality-driven competitive advantage.

In ETS, the continued focus on driving improvements in

operational efficiencies, particularly in Process Heating,

has improved throughput and materially reduced lead times.

For larger heaters manufactured in North America, design

engineering lead times have now been reduced from

60 weeks to six weeks, we have increased daily rates for the

manufacturing of heating elements and improved

the efficiency of our welding and hydro-testing processes.

As a result, we have increased output from these factories

by over 20% over the past two years. Our dedicated Medium

Voltage facility expansion in Ogden was completed on time

and within budget and we have begun to ramp-up production.

Our growth in the Datacentre sector was made possible by

collaboration across Process Heating and Heat Trace to deliver

an end-to-end bespoke solution for a large customer. Our sales

team identified the opportunity, working with our design

engineers to create a bespoke product that met specific

operating requirements. We progressed from testing a new

technology to winning a material order, with colleagues in

manufacturing adapting processes and systems to scale

production, enabling shipment of large volumes within

the year.

In Equipment Heating, we were able to respond rapidly

to double-digit growth in Semicon demand, leveraging

Thermocoax’s new ERP system and our Group-wide

Operational Excellence Framework that embeds continuous

improvement in production processes. As a result, we

ensured compliance with strict product requirements while

ramping up throughput, demonstrating our agility in serving

customers’ dynamic needs and further strengthening our

customer relationships.

In WMFTS, we have swiftly and efficiently ramped-up production

to meet strong demand growth from both Biopharm and

Process Industries’ customers, demonstrated by the high

drop-through from the organic increase in sales to profit.

In parallel, we closed our higher-cost Alitea pump facility

in Sweden, transferring production to the UK. We have also

begun the transfer of certain UK-manufactured components

to our USA facility, supporting compliance with the ‘Build

America, Buy America’ Act, leading to volumes in the facility

increasing by over 20% compared to 2024 and continuing

to grow.

Another important pillar of Operational Excellence is our

focus on driving benefits from material usage, procurement

and labour productivity. Through Group-wide collaboration,

this realised savings that offset most of the return of variable

compensation after two years of lower payments.

We remain focused on opportunities to optimise

our manufacturing footprint. Like all manufacturing

businesses, we will continue to review our product

portfolio, as well as where we make our products,

while delivering high levels of service to our

customers and preserving a robust supply chain.

Strategy in action — OperationalPriorities continued

Spirax Group plc Annual Report 202514

StrategicReport— Group Chief Executive Officer’s Review — Strategy in action — Operational Priorities

Organisational Fitness

Our local presence in the countries we serve enables

us to better understand and meet customers’ needs.

We are connecting colleagues to leverage our global

presence and scale, while simplifying the way we work

to better serve our customers.

In STS, we successfully implemented a simplification of

our organisational structure in the EMEA region, moving

from 19 individually managed operating companies to 10,

continuing to serve 23 countries and maintaining our local,

direct sales capability while reducing management layers.

This new structure has also allowed us to consolidate our

technical sales and service capabilities to be leveraged

across all the markets we serve. With sales engineers now

better able to focus their time and better equipped to deliver

for customers, organic sales growth in EMEA accelerated

in the second half to 3%, well ahead of IP at 1.1%.

In ETS, we adapted the structure of the Business to create

a third Division, Heat Trace, to stand alongside our existing

Process Heating and Equipment Heating Divisions. Creating

a separate, focused team of sales engineers targeting new

sectors, regions and customers, delivered double-digit

sales growth in 2025.

In WMFTS, following the reorganisation completed in

the first half, in addition to fully sectorising our EMEA sales

teams, we also established an Inside Sales team focused

on serving smaller customers and fulfilling less complex

orders. As a result, we have freed-up our more experienced

sales engineers to spend more time visiting customers to

understand and address their process needs. In 2025, this

change delivered a 20% increase in customer-facing time.

Working together across the Group, we continued to make

progress on creating a single global common design for our

ERP, moving away from having three independent Business

programmes, thereby reducing cost and execution risk. Having

completed the design phase, we are now building and testing

the ERP and will pilot it in specific areas of WMFTS from the

second half of 2026 onwards. Implementation will be sequenced

in a way that manages the associated annual cost and

potential operational risk.

We will continue to explore further opportunities to leverage

scale and synergies across our Businesses and Group to

support customer focus and drive growth.

2025 restructuring

The organisational changes and consolidation of manufacturing

facilities implemented in 2025 will deliver annualised savings

of £40 million, with approximately half realised in 2025.

As planned, these savings were mostly reinvested in organic

growth priorities that will drive future compounding growth.

Implementation costs of £40 million have been taken as a

restructuring charge in 2025, of which £33 million were cash

costs and £7 million were non-cash charges. Approximately

£22 million of the cash costs were incurred in 2025 with the

majority of the remaining £11 million expected to be incurred

in 2026. We do not expect material new restructuring activity

or charges in 2026 and remain focused on delivering

growth

and returns from the investments we have made in 2025.

Spirax Group plc Annual Report 2025 15

Strategic Report

From local insight

toregionalimpact…

...how STS is capturing sales from China’s

overseas investments.

Duetothedownturnoflargeprojects

funded by capital expenditure

budgets in China, the Steam Thermal

Solutions(STS)OpCoinChinahas

been adapting to the challenging

trading environment. Our response

has included continuing to redirect

focus from capital-intensive projects

to maintenance, repair and operations

(MRO),resultingindouble-digit

MROgrowthinChina,building

on similar growth in 2024.

Our local team has also been

trackingChina’soutbounddirect

investment(ODI)acrossAsiadue

to the complementary advantages

of its key markets, such as logistics

positions, cost-efficient labour and

expanding domestic consumption.

We’vebeenpresentinChina

for 30 years and have built up

a significant installed base and

become highly connected to our

customers. These relationships

helpusdriveMROgrowthdomestically

and provide a unique insight into

ourcustomers’broaderplansand

opportunities, such as their project

investments outside China.

We began tracking these investments

in 2024, focusing on Southeast Asia,

which receives the majority of China

ODI*andwherewehaveadirect

presence in six countries. By linking

up China, which as our largest OpCo

has significant engineering capabilities,

with our teams in the smaller OpCos,

we are leveraging our in-depth

knowledgeofChinesecustomers’

process applications and combining

this with the local knowledge and

relationships held in country.

This approach has resulted in over

100% growth in sales for projects

in Southeast Asia with Chinese

customers and includes a significant

order in Singapore for a leading

Biopharm customer that we have

worked with in China for 15 years.

This award is a great demonstration

of how we approach Commercial

Excellence. Having already delivered

six similar projects for this customer

in China and one in Europe, we have

built up a trusted relationship, as

well as a deep understanding of

their needs.

Being involved early enabled us to

fullyscopeourcustomer’sneeds

and ultimately provide a tailored,

turnkey solution that optimises

efficiency and reduces system

integration risks. Our teams are now

engaged in delivering two steam

boilers and associated auxiliary

systems, including heat recovery,

for an important new research,

development and manufacturing

facility in Singapore that is expected

to put 120,000 litres of Biopharm

capacity production into operation

during 2026.

“ Our collaboration was

instrumental in providing

our customer with the best,

bespoke solution and the local,

customer service they expect

from our teams in both China

andSingapore.It’sagreat

example of how we are continuing

to drive growth by anticipating

ourcustomers’evolvingneeds

and working across our

organisation to harness

the opportunities where

weareuniquelyplaced.”

Paul Lee Suay

DivisionalDirectorAsiaPacificforSTS

15-year

customer relationship in China

Significant contract award in

Singapore, supporting sales

growth of over

100%

from China’s ODI projects

* Source:ChinaBriefing,DezanShira

and Associates.

Spirax Group plc Annual Report 202516

StrategicReport— Group Chief Executive Officer’s Review — Strategy in action — Commercial Excellence

Spirax Group plc Annual Report 2025 17

Strategic Report

From barriers

tobreakthrough…

…how ETS is unlocking Semicon

growth from Operational Excellence.

In 2025, our Electric Thermal Solutions

(ETS)Businessfacedapivotal

challenge and opportunity when

oneoftheworld’slargestmanufacturers

of wafer fabrication equipment for

the Semicon sector significantly

steppedupitsdemandfor‘chucks’,

the temperature-controlled tables

essential for their microchip

wafer production.

ETSThermocoax(France)isthe

customer’ssolesupplierofthese

critical components and was

called upon to deliver volumes

exceeding previous forecasts and

supporting double-digit growth in

Semicon demand.

Puttingthecustomer’sneedsfirst,

our team mobilised with a focus on

Operational Excellence. This began

with the introduction of daily key

performance indicators for safety,

throughput and quality, empowering

the production teams and shifting

the mindset to that of continuous

improvement.

Self-directed teams are groups

responsible for managing their

own work processes, established

to monitor bottlenecks in real time

across the production process.

By addressing and challenging

issues independently and setting

service level agreements with their

internal customers, colleagues

were able to resolve issues swiftly

and collaboratively.

In addition, by reallocating

machines and adding shifts to

the existing production line, we

overcamethecustomer’sstrict

‘copyexact’requirementsthat

limited outsourcing and new line

setups, significantly increasing

production while ensuring all

‘chucks’wereproducedtothe

highest industry standards.

A major hurdle in scaling

production was the six-month lead

time for raw materials. We adapted

to this challenge by working closely

with suppliers to secure timely

material flow, while also boosting

the output of our cleaning supplier

to match new production targets.

Through these targeted operational

improvements, we successfully

rampedup‘chuck’productionto

2.5xthepreviousyear’svolume,

consistently achieving daily targets.

This achievement not only met the

urgent needs of a major customer

but also demonstrated our ability to

adapt and respond rapidly to sector

recovery to drive growth.

“ETS’abilitytodeliver

at scale, despite supply

chain challenges and

thecustomer’s‘copy

exact’requirements,

demonstrates our

commitment to serving

our customers through

OperationalExcellence.”

Peter Boultbee

Group Operational Excellence Lead

2.5x

increase in production compared

to 2024, supporting...

...double-

digit

growth in Semicon demand

Spirax Group plc Annual Report 202518

StrategicReport— Group Chief Executive Officer’s Review — Strategy in action — Operational Excellence

Spirax Group plc Annual Report 2025 19

Strategic Report

Spirax Group plc Annual Report 202520

StrategicReport— Group Chief Executive Officer’s Review — Strategy in action — Organisational Fitness

From structural shift to

sector-led outperformance...

…how WMFTS is driving EMEA growth.

In2025,Watson-MarlowFluid

TechnologySolutions(WMFTS)

EMEAundertookasignificant

structural transformation as part of

theGroup’sOrganisationalFitness

GrowthDriver.Thisshift,which

adapted the sales structure from a

geographic model to one centred

on the Biopharm or Process Industries

sectors, has delivered immediate

and measurable impact by sharpening

commercial focus and enabling deeper

market penetration across Europe.

Previously, under the geographic

structure, our Process Industries

sectors received less targeted

attention. Building relationships

in these sectors typically requires

more time, technical engagement

and onsite presence, while individual

order values vary considerably. For

example, a £50k order is standard

in Biopharm but represents a more

significant win in Process Industries.

As a result, the previous model

unintentionallyconstrainedWMFTS’

ability to capture growth in the

Mining,Water&Wastewater,Food

&BeverageandMedicalsectors

in particular.

The 2025 reorganisation addressed

this challenge through the creation

of dedicated sector-focused teams

for Biopharm. Each Process Industries

sector now benefits from a team

whose sole mandate is to build deep,

long-term customer relationships

and pursue technically complex,

high-value opportunities.

The addition of a structured inside

sales team further freed up the

more experienced sales engineers

to concentrate exclusively on

high-priority accounts and

strategic solutions.

The impact has been clear. Within

EMEA,ProcessIndustriesdelivered

strong growth in 2025, well ahead

ofIP,withMedicalandMining

emerging as standout contributors.

Double-digitdemandgrowthin

Medicalreflectsthelongersales

cycle of the sector alongside

WMFTS’breadthandquality

of product offering.

DemandfromMiningcustomers

benefited from increasing mineral

prices, as well as increasing

sustainability requirements.

We have expanded our distributor

networks, made strategic hires

and established strong partnerships

with global and local Engineering

Procurement and Construction firms.

These relationships secure earlier

involvement in major projects.

InEurope,demandfromMining

increasedby40%.Miningisnow

one of four target sectors within

WMFTS’Together for Growth

Strategy. With additional sales

enablement, marketing support

and training planned, we are

strongly positioned to convert

today’smomentumintosustained

growthacrosstheMiningvaluechain.

Strong

growth

in EMEA Process Industries,

well ahead of IP, with Medical

and Mining standout contributors

Double-

digit

demand growth in Medical

40%

demand growth in Mining

Hear the full story on

spiraxgroup.com

Spirax Group plc Annual Report 2025 21

Strategic Report

Digital and Services

Our relationships, technical expertise and data driven insights

are the basis of our deep customer understanding. We are

focused on being highly connected with our customers

throughout their process and product lifecycles to anticipate

their needs and build enduring partnerships.

During 2025 we invested in product development and in

CONNECT, our proprietary, secure and scalable IIoT platform

on which we host applications. These help our customers

improve the safety, efficiency and sustainability of their

critical processes by accessing real-time data, operational

efficiency insights, predictive analytics and sustainability

metrics. The next generation of CONNECT will be launched

in the first half of 2026.

In STS, we more than doubled the number of digital customer

connections, bringing the total number of connected sites to

over 2,000. Through our defined digital value propositions,

such as Wireless Steam Trap Monitoring, we are seeing the

value of our investment with high-double-digit growth in digital

product and service revenues, as well as additional product

pull-through from identifying optimisation, replacement and

repair opportunities.

Our wireless Steam Trap Monitoring has been deployed to

customers in multiple sectors and regions, validating the

customer benefits from improved system health,

preventative maintenance and reduced energy usage.

Beyond the upfront product and service revenues, we are

unlocking future potential product pull-through revenues

and expansion to additional sites.

We progressed our proof-of-concept trials in WMFTS, with

installations of connected machine-learning Bredel pumps

at customer sites spanning the Wastewater, Mining, Brewing

and Construction sectors with further pilots planned for

2026. We are using customer feedback and data from the

pilots to test and further develop the analysis and alerts that

are delivered by the CONNECT platform.

During 2026, we will continue to add customer digital

connections, driving increased pull-through revenues.

With a focus on enhancing sales engineer productivity,

we have also continued to refine and develop our proprietary

large language model-based training and solutions tool, MiM.

This tool has been built using our extensive bank of proprietary

application knowledge to reduce the time required to train

our sales engineers and to improve the productivity of

experienced engineers. During 2025, MiM was piloted with

200 sales colleagues, with usage freeing up approximately

four hours of their time per person, per week; time that is

being redeployed into additional customer-facing activities.

MiM has now been rolled out to over 1,000 sales colleagues

as we expand its sector-based content.

Decarbonising Thermal Energy

Our combined steam and electric expertise and innovative

solutions uniquely position us to support our customers with

decarbonising thermal energy use in industrial processes,

representing a significant long-term growth opportunity

for our Group, with an additional annual addressable

market of approximately £7 billion. We are investing in

our decarbonisation technology and capability to optimise,

manage and ultimately decarbonise customers’ production

processes to meet both their efficiency and sustainability

targets, through four go-to-market strategies:

Steam and Condensate System Energy Optimisation

and Electrical Energy Optimisation

STS sales engineers are experts in identifying and solving

inefficiencies in steam and condensate loops, while ETS

sales engineers meet the same need in managing electric

thermal energy. These skills underpin our unique competitive

advantage, are core to our customer value propositions and

a key foundation of our decarbonisation offer. In 2025, we

increased the number of STS quotes that include sustainability

benefits by over 50%, generating additional site audit

opportunities and product pull-through revenue.

Additionally, as part of the reorganisation of the

STS EMEA sales function, we established Sustainability

Centres of Excellence to compliment the extensive market

and customer knowledge held by our sector specialist sales

engineers. As an example of the value of this new model,

STS was appointed as preferred supplier for Steam System

Audits for a global Food & Beverage customer, across 20

sites, with the potential to deliver pull-through revenues

of ten times the value of the audits.

Strategy in action — Investing for growth

Spirax Group plc Annual Report 202522

StrategicReport— Group Chief Executive Officer’s Review — Strategy in action — Investing for growth

TargetZero (potential annual addressable market:

approximately £2bn)

Our unique combination of steam and electric thermal energy

expertise has enabled us to develop innovative solutions such

as SteamVolt, Electrofit, Steam Battery and High‑Temperature

Heat Pumps to decarbonise steam generation. We have

reached agreement with several global industrial Boiler

OEMs to incorporate our SteamVolt technology into their

electric boilers, with our first pilot solutions installed in a

Food & Beverage facility and a second one installed in a

Chemical plant. We continue to test and refine our Electrofit

solution with a global Food & Beverage customer at two

production sites. We have also made progress in the

commercialisation of High Temperature Heat Pump

technology for the generation of steam utilising waste

process heat. Through a commercial partnership with

a leading global provider of heat pumps, we have

six units currently being validated on customer sites.

PoweringZero (potential annual addressable

market: approximately £5bn)

In Process Heating (ETS), we have a leading competitive

position in delivering customised Low Voltage (LV), and

increasingly, Medium Voltage (MV) electric resistance

heating solutions into our customers’ critical processes.

PoweringZero solutions are enabling the replacement of

traditional fossil fuel heating across a number of industries

such as Food & Beverage, Construction and Pulp & Paper;

and expansion into new sectors such as energy storage.

During the year, we secured contracts to design and supply

MV heaters to a power generation customer for its first

renewables energy storage facility in the UK; a European

Paper manufacturing OEM for sustainable drying solutions

in tissue production, a sector traditionally reliant on

carbon-intensive gas; and a Chemical customer to support

emission reductions. Prototype higher voltage and higher

temperature heating elements, which have the scope to

expand our addressable market, are also in testing for

deployment to customer sites in 2026.

Integrated Thermal Energy Assessment

Through our unique combination of steam and electric expertise,

we provide holistic audits of customers’ thermal energy needs,

supporting the development of their energy optimisation

and decarbonisation pathways. During the year, we developed

our integrated thermal energy assessment operating model

and go-to-market strategy, enabling us to combine our steam

and electric thermal expertise in delivering these assessments.

We delivered multi-site pilots for customers in the Food &

Beverage sector. As an example, for a leading global drinks

brand customer, a combined ETS, STS and cross-functional

team including digital and services experts, identified a range

of opportunities for system optimisation, maintenance savings

and electrification, across four high-energy consuming

sites. Our assessments identified 34 recommendations

with a projected annual energy saving of approximately

10%, representing a pull-through revenue opportunity of

over £1 million. The pipeline of interest in our proposition

validates that customers value a combined and holistic

review of their thermal energy needs and in 2026, we will

add further pilots and identify further pull-through revenue

opportunities from our combined thermal energy solutions.

Nimesh Patel

Group Chief Executive Officer

9 March 2026

Spirax Group plc Annual Report 2025 23

Strategic Report

From point-in-time

to real time…

…how STS is turning digital insight into

operational improvements for customers.

OurongoinginvestmentinDigital

and Services is strengthening

customer value creation and

opening new avenues for sustainable

organic growth across the Group.

By remaining highly connected with

customers and embedding ourselves

more deeply in their process and

product lifecycles, we are building

long-term, insight-driven partnerships

that anticipate challenges earlier

and deliver measurable operational

improvements, as well as

efficiency savings.

At the centre of this progress is

CONNECT, our secure and scalable

IIoT platform. In 2025, we accelerated

its development, expanding its ability

to deliver real- time performance

data, operational insights, predictive

analytics and sustainability metrics.

STS has been at the forefront of

this shift, combining long-standing

application expertise with digital

innovation to tackle recurring

customer pain points, including

unplanned downtime, process

troubleshooting and energy loss.

With defined value propositions

such as Steam Trap Monitoring,

Easiheat Service Remote Monitoring

and Condensate Contamination

Detection, STS more than doubled

customer digital connections to

over 2,000 connected sites.

OurDigitalandServicessolutions

are helping customers across a

range of sectors translate insights

into operational improvements:

USA healthcare

A network of private, non-profit

hospitals moved from traditional

point-in-time surveys to digitally

enabled, continuous monitoring. By

integrating automated Steam Trap

Monitoring, they significantly

expanded visibility of system

performance for critical

healthcare operations.

APAC tyre manufacturer

With limited in-house steam

expertise, a major tyre producer

adopted a digital optimisation

approach following a Steam

Thermal Energy Audit.Realtime

monitoring, including Steam Trap

Monitoring and Boiler Efficiency

Monitoring, enabled the customer

to identify and address inefficiencies

as they occurred. We have also

developed a repeatable digital

framework for deployment across

theircustomer’sglobalsites.

EMEA dairy manufacturer

For an existing customer, STS also

piloted Steam Trap Monitoring

solution, moving from yearly audits

to continuous monitoring of critical

traps to enable faster insight

generation, more responsive

operational improvement and

greater efficiency savings.

>2,000

connected sites

Hear the full story on

spiraxgroup.com

Spirax Group plc Annual Report 202524

StrategicReport— Group Chief Executive Officer’s Review — Strategy in action — Digital and Services

Spirax Group plc Annual Report 2025 25

Strategic Report

From reactive response

toproactive planning…

...how WMFTS is driving digital value in Mining.

Platinum mining is defined by

operational complexity and

environmental pressures.

Thickener underflow pumps play

acriticalroleinthe‘flocculation’

process, where flocculants

(polymericchemicals)areused

to aggregate fine particles,

speeding up settling to aid

extraction. This process produces

a high-density waste byproduct

typically40-70%byweight.

Bredel heavy-duty hose

pumps,byWatson-MarlowFluid

TechnologySolutions(WMFTS),

operate hour-after-hour in the most

demanding mining applications,

handling abrasive sludge, paste

and slurries, removing these

byproducts to help deliver operational

continuity. At the same time, they

support environmental compliance,

with waste being properly treated

before reuse or discharge.

Every Bredel hose is precision

made to ensure flow stability and

pump performance in tough fluid

handling applications, but when in

constant use in mining operations,

even the hardest working pump

will need to be replaced.

For one platinum mining customer

in South Africa, the anticipated

need but unknown timeframe to

replace these critical pumps was

creating unplanned downtime,

resulting in a reactive maintenance

approach. With no visibility into

failure patterns, the only solution

was to keep replacement pumps

on site to ensure downtime was

minimised and avoid significant

production losses.

To break this cycle, we deployed

our CONNECT Pump Insights

Service. By understanding customer

needs and adapting our approach

to one of proactive data capture

over reactive product replacement,

we identified patterns, helping

the customer optimise pump operation

and anticipate failures, allowing it

to shift from emergency fixes to

planned and preventative maintenance.

We set up a pilot, connecting

the pumps to a digital dashboard

accessed through CONNECT, a

safe, secure and scalable IIoT

solution that hosts modular,

value-driven applications. Our

customer now has access to

real-time data and can

continuously track its pump

performance. The pilot quickly

pinpointed configuration

improvements to minimise

excessive strain on the pump and

hose. With this data our team was

able to combine their technical

expertise and process knowledge

to support our customer in

optimising operating conditions,

increasing service intervals.

Through this pilot our customer

gained visibility into pump health,

laying the foundations for proactive

maintenance and reduced downtime.

By understanding root causes

and adapting to best support

the customer in the long term,

this digital approach has fostered

a new customer-centric model that

will generate enablement sales, as

well as recurring annual ‘software

asaservice’revenues,inaddition

to creating pull through opportunities

forWMFTS.

“ This pilot demonstrates

how leveraging digital

technologies can unlock

deeper connections with

our customers.

“ The data and insights gathered

through our connected pumps

have helped us understand the

challenges our customers face

atamuchdeeperlevel.We’re

not just looking at the lifecycle

of a pump but the unplanned

nature of failures. For our

customer, and others like it,

it’sabouthavingtheconfidence

to plan work and maintain

operationalcontinuity.That’s

therealvaluedigitalbrings.”

MatthewThomas

Head of Connected Products

Spirax Group plc Annual Report 202526

StrategicReport— Group Chief Executive Officer’s Review — Strategy in action — Digital and Services

Spirax Group plc Annual Report 2025 27

Strategic Report

Spirax Group plc Annual Report 202528

StrategicReport— Group Chief Executive Officer’s Review — Strategy in action — Decarbonising Thermal Energy

From assessment

to impact…

…how we are identifying tangible thermal

energy savings for a global drinks brand.

When an internationally recognised

drinks producer, home to many

iconic drinks brands wanted a

partner to support delivery of its

sustainability and efficiency targets

across its global manufacturing

footprint, it turned to Spirax Group.

SpiraxSarco,partoftheGroup’s

SteamThermalSolutions(STS)

Business, has been working with

the customer for some time to

optimise and manage its steam

and condensate processes.

Recognisingtheopportunity

to support the customer at a

broader system and plant level,

STS called upon the wider capability

of Spirax Group. Through our

new customer offer, Thermal

Energy Solutions(TES),an

important enabler of our

DecarbonisingThermalEnergy

GrowthDriver,webrought

together complementary expertise

in a cross-functional team, adding

specialists from our Electric

Thermal Solutions Business

aswellasourDigitaland

Services teams.

This ensured we had the right

mix of steam and electric

technical expertise, digital

capability and local knowledge

to identify opportunities from

thecustomer’sthermalenergy

systems in each plant and deliver

consultative solutions. The team

delivered four deep-dive

Thermal Energy Assessments

(TEAs)atthedrinksbrands’

highest energy-consuming

manufacturing sites, which are

inMexico,JamaicaandtheUSA.

Activities included utilities

assessments, mass and energy

balances and steam trap surveys.

The assessments highlighted

opportunities across the full

spectrum of thermal energy

optimisation, management and

decarbonisation. One example is

using local, electrically powered

hot water generators and in-line

heaters to take the load off the

central gas-fired hot water

boilers, reducing heat losses

and inefficiencies associated

with the water distribution

around the plant.

Following each assessment, a

tailored sustainability roadmap

for each plant was produced.

In addition to highlighting the

recommended actions, the

roadmap also provided economic

and sustainability benefits data,

together with the implementation

costs and timelines for both short-

and long-term improvements

that can be tangibly delivered,

including with support from

SpiraxGroup’sTargetZero

and PoweringZero solutions.

Our TEAs have identified over

34 recommendations for process

optimisation, maintenance cost

savings and opportunities for

electrification, all leveraging

the expertise and technology

available through Spirax Group,

representing a pull-through

opportunity of more than £1 million.

If implemented, these project

recommendations would deliver

a projected annual energy saving

of around £700,000 and a CO

reduction of more than 5,500

tonnes for the customer across

its four sites.

Through leveraging our unique

capabilities and combining our

approach through our new TES

offer, we have redefined our

value and positioned ourselves

as a trusted partner for both

local and global support,

deepening the relationship

for years to come.

TEAs conducted across four

sites identified

total project opportunities for

Spirax Group, with a value of

>£1 million

5,500

tonnes projected CO

reduction from project

opportunity implementation

Spirax Group plc Annual Report 2025 29

Strategic Report

Spirax Group plc Annual Report 202530

StrategicReport— Group Chief Executive Officer’s Review — Strategy in action — Decarbonising Thermal Energy

From energy intensive

toenergy efficient...

…how ETS is embedding decarbonisation

solutions into OEM design.

PoweringZero by Electric

ThermalSolutions(ETS)isour

electrification-led answer to one

ofindustry’shardestchallenges:

how to decarbonise thermal

energy at scale. By replacing the

direct burning of fossil fuels with

electric technologies, our

PoweringZero solutions help

customers significantly reduce

or eliminate* their scopes 1 and

2 carbon emissions.

Around 12% of Group sales

in 2025 were to Original

EquipmentManufacturers

(OEMs),whichfacegrowing

pressure from their end

customers to demonstrate

measurable progress towards

more sustainable production

solutions. By offering machinery

designed around low-carbon

thermalprocesses,OEMscan

respond to mounting end market

expectations and unlock new

commercial opportunities with

customers actively investing in

sustainable production.

Identifying such opportunities is

a core focus of solution-selling

within the Process Heating

Division(Chromaloxand

Vulcanicbrands)ofETS.A

Chromalox sales team in France

used their technical expertise

and customer insight to identify

a critical need for sustainable

drying solutions in tissue

productionwithinthePulp&

Paper sector that is traditionally

reliant on carbon-intensive gas.

We proposed a pilot initiative

to prove the capability of our

PoweringZero heating solutions

usingourLowVoltage(LV)

technology. This involved

installing advanced electric air

duct heaters, manufactured in

Ogden,USA,toreplacelegacy,

carbon-intensive systems.

Although the pilot was modest in

scale, the technology application

was new and complex. We

provided hands-on

commissioning support and were

present throughout to resolve

any technical challenges,

building trust with our customer.

This partnership approach

demonstrated our care and

flexibility, as well as our

sector-specific insight and

technical capabilities.

By mid-2025, the technology

was proven and the customer

placed an order. Not only has

this pilot solved a critical

customer challenge, it has also

successfully translated into

tangible commercial outcomes

for ETS with our LV electric

heater now integrated as an

alternativetotheOEM’s

standard design.

“OEMsplayamajorrolein

bringing our decarbonisation

solutions to market. In addition

to the commercial benefits,

this project highlights the

strategic importance of

OEMsinourabilitytosupport

the decarbonisation journey

of end customers worldwide.

“ Together, we can address

pain points in specific

sectors or industries and

collaborate to deliver the

highest-possible value to

our customers through

unlocking substantial,

scalable and

sustainableimpact.”

Lukas Grech

GroupDecarbonisation

Growth Lead

12%

of Group sales in 2025

were to OEMs

* When combined with access

to green electricity.

Spirax Group plc Annual Report 2025 31

Strategic Report

What sets us apart

Understanding customer needs so we can solve their

problems has long been at the heart of our strong and

differentiated ‘Customer Solutions’ business model.

Since establishing our Vision in 2024, we have been

on a journey to evolve our model to one of ‘Customer

Partnership’ that enables us anticipate our customers’

needs and meet these through the implementation

of our Together for Growth Strategy.

What we do

Our products, solutions and expertise are critical to

the operating efficiency, safety and sustainability of our

customers’ thermal energy and fluid technology processes.

Where we focus

How we create customer value

Our ~2,900* direct sales and service engineers serve

our customers through building close, local relationships

that focus on consultative solution-selling and pricing

based on the customer’s economics.

How we generate revenue

85% of Group revenue is generated from our customers’

annual maintenance and local operating budgets with

40% of Group revenue generated from solution-sales.

Our average invoice size is circa £3k, so our local customer

focus and relationships are key to our success.

Maintenance and repair sales:

typical invoice value £1.5k

Solution-sales: typical invoice value

£10-80k

Large project solution-sales: typical

invoice value >£100k

Capex

budgets

Opex

budgets

15%

40%

45%

>100k

local customers and

significant installed base

1 in 3

colleagues are in sales and service roles

* Includes technical application engineers and inside sales.

Niche applications across diverse sectors

60% of Group revenue is derived from defensive

end markets. We target sectors where our solutions

are mission-critical to our customers’ processes

and reflect the value we generate in our pricing.

Food & Beverage 20%

Pharmaceutical

& Biotechnology 17%

OEM Machinery 12%

Oil & Gas 7%

Chemicals 6%

Power Generation 5%

Healthcare 4%

Semiconductor 4%

Mining 3%

Water & Wastewater 3%

Other 19%

Global reach with a direct local presence

We have a global footprint with a direct presence in nearly

70 countries and an indirect presence in a further 100

countries. ~75% of Group sales are direct with ~25%

delivered through channels. Our 2025 sales across our

three geographic regions were as follows:

38%

AMERICAS

44%

EMEA

18%

APAC

No more than

~1%

of Group sales attributed

to a single customer

19%

12%

17%

20%

Spirax Group plc Annual Report 202532

StrategicReport— Our business model

Building on our

strong foundations…

We’vemadedemonstrable

progress on this journey

During2025,wehavecontinued

to evolve our sales model, making

clear progress as we move from

a focus on Customer Solutions

to one of Customer Partnership,

maintaining and building on what

sets us apart, to create even more

customer value and drive growth

today and for the long term.

Understanding

customer needs

’

Our evolving sales model

is how we are maintaining

and building on our

competitive advantage

to drive growth.

Our local direct sales presence underpins

our close customer relationships. Through

being even more highly connected with

customers, both physically and digitally,

we will move from point-in-time sales

to more frequent and even continuous

engagement.

How we are making progress

We launched CONNECT, our proprietary

IIoT platform, with applications that help

customers better understand the performance

of their critical processes by accessing

real-time operational data, insights, predictive

analytics and sustainability metrics.

Read more on page 29

Connected Customers

Seamless Service Delivery

Deep Customer Insight

Applied Design and Engineering OptimisingCustomers’Systems

Spirax Group plc Annual Report 2025 33

Strategic Report

…as we adapt to

evolve for the future

1. ‘IP’: Industrial Production growth (February 2026).

2. Includes technical application engineers and inside sales.

3. Return on capital employed (ROCE) measures effective management of fixed assets and working capital relative to the

profitability of the Group. It is calculated as adjusted operating profit divided by average capital employed.

4. Return on invested capital (ROIC) measures the post-tax return on the total capital invested in the Group.

Long-duration

compounding growth

Building on our performance through Together for Growth…

Our unique business model comprising three powerful

engines of growth, each with durable competitive

advantage, is foundational to our long track record of:

•

Mid-single-digitorganicsalesgrowthatcloseto2xIP¹

•

Mid-to-high-single-digitorganicprofitgrowth

•

StrongEarningsPerShare(EPS)growth

Our Together for Growth Strategy builds upon this to drive

compounding organic growth and improving returns on

capital by focusing on operational priorities that will

support the delivery of our medium-term targets and

generate funding for targeted investments that evolve our

capabilities to capture the significant opportunities we see

inDigitalandServicesandDecarbonisingThermalEnergy.

Unique business

model with

durable

competitive

advantage

~2,900

Direct sales

engineers

60%

Sales to defensive

sectors

~70

Countries with direct

sales presence

>100k

Customers and large

installed base

85%

Of revenues from

local operating

budgets

Compounding

long-term growth

and improving ROIC⁴

Organic growth

MSD+

Margins

23%+

Cash conversion

>80%

Leverage

1.0x–1.5x

ROIC improving to

>15%

Long runway for high

margin, high ROCE³

organic growth

Commercial

Excellence

~£18bn

market

opportunity

Decarbonising

Thermal Energy

Digital and

Services

Organisational

Fitness

Operational

Excellence

Supported

by capital

allocation

Spirax Group plc Annual Report 202534

StrategicReport— Investment case

…to deliver strong shareholder returns through compounding growth

Our capital allocation framework sets out how we deploy

theGroup’sfinancialresourcestodeliverstrongtotal

shareholder returns.

We have a clear hierarchy for the uses of capital

aligned with our Together for Growth Strategy.

First, we will continue to invest in organic opportunities

to strengthen our competitive position, enhance

margins and generate high returns on capital employed

(2025ROCE:36.0%).

Second, we will maintain our long track record of

dividendprogress(58years),supportedbyourhighmargin,

low capital intensity business model and corresponding

highcashconversion(2025:89%).

Third, we will maintain a resilient balance sheet targeting a

leveragerangeof1.0xto1.5xnetdebttoEBITDA

(2025:1.5x),

recognising that we may temporarily move above the upper

end as we invest through economic cycles.

We will apply a risk adjusted approach to assessing our

options for the uses of additional capital to enhance earnings

growthandreturnoninvestedcapital(2025ROIC:13.1%).

Thesemayincludebolt-onacquisitions(benchmarked

againstalternativeusesofcapital)oradditionalreturns

of capital to shareholders.

1. Net debt to earnings before interest, tax, depreciation and amortisation (EBITDA) is calculated by adding back depreciation

and amortisation of owned property, plant and equipment, software and development costs to adjusted operating profit

Free Cashflow deployment

to drive growth and returns

Invest to drive

organic growth

atROCE(2025:36%)

Progressive

dividend

2.0x – 2.5x covered

Additional

capital

Disciplined

bolt-on

acquisitions

to deliver growth and

returns

Returns to

shareholders

Resilientbalancesheetwithtargetleverage1.0x–1.5x

Benchmarked against

EPS growth

25 yrs CAGR 9%

Dividend

growth

25 yrs CAGR 9%

Return

surplus capital

Special dividends in

2010, 2012, 2014

Delivering

Total

Shareholder

Returns

Spirax Group plc Annual Report 2025 35

Strategic Report

Our performance in 2025

Revenue £m

£1,702.9m

2025

2024

2023

Definition

Total amount of sales generated

bytheGroup’soperations.

Progress in 2025

Onareportedbasis,revenuedecreased

by2%inSteamThermalSolutions,grew

by9%inElectricThermalSolutionsand

increasedby4%inWatson-MarlowFluid

TechnologySolutions.

Definition

Adjustedoperatingprofitmarginisdefined

asadjustedoperatingprofitexpressedasa

percentageofrevenue.

Progress in 2025

Adjustedoperatingprofitmargindecreased

by10bpsto20.0%.Onanorganicbasis,the

adjustedoperatingprofitmargingrewby30bps.

2025

2024

2023

Adjusted operating

profit margin* %

20.0%

Adjusted operating profit* £m

£339.9m

2025

2024

2023

Definition

Adjustedoperatingprofitistheprofit

earnedfromourbusinessoperations

beforeinterest,taxes,theshareofprofit

ofassociatecompaniesandcertainother

items.Theseadjustingitemsaredisclosed

intheAppendixtotheConsolidated

FinancialStatements.

Progress in 2025

Adjustedoperatingprofitgrewby2%on

areportedbasis;however,strippingout

acurrencyheadwindof4%,itgrewby6%

onanorganicbasis.

Adjusted earnings

per share* p

296.3p

2025

2024

2023

Definition

AdjustedEPSisdefinedastheadjusted

after-taxprofitattributabletoequity

shareholdersdividedbytheweighted

averagenumberofsharesinissue.

Progress in 2025

AdjustedEPSgrewby3%to296.3pence,

inlinewiththeincreaseinadjusted

operatingprofit.

Definition

Cashconversioniscalculatedusing

adjustedcashfromoperationsasa

percentageofadjustedoperatingprofit.

Progress in 2025

Cashconversionincreasedto88.7%

drivenbyhigheradjustedoperating

profitandlowernetcapitalexpenditure.

2025

2024

2023

Cash conversion* %

88.7%

Definition

Organicrevenuegrowthmeasuresthe

changeinrevenueinthecurrentyear

comparedwiththeprioryearfromcontinuing

Groupoperations.Theeffectsofcurrency

movements,acquisitionsanddisposals

havebeenremoved.

Progress in 2025

Salesgrewby1%organicallyinSteamThermal

Solutions,by11%inElectricThermalSolutions

andby6%organicallyinWatson-Marlow

FluidTechnologySolutions.

2025

2024

2023

Organic revenue growth

†

5.0%

KPI

Risk

REM

KPI

Risk

REM

KPI

Risk

REM

KPI

Risk

REM

KPI

Risk

REM

KPI

Key Performance Indicators used to assess progress against our Together for Growth Strategy.

Read more about our progress on pages 12 to 81.

Risk

See our Principal Risks on pages 87 to 91 in our Risk Management section

REM

For more information about Remuneration, see pages 132 to 153

* AdjustedmeasuresexcludecertainitemsassetoutandexplainedintheGroupChiefFinancialOfficer’sReviewandintheAppendixtothe

ConsolidatedFinancialStatements.

† Organicgrowthisatconstantcurrencyandexcludescontributionsfromacquisitionsanddisposals.Forafulldefinition,seetheAppendixtothe

ConsolidatedFinancialStatements.

1,682.6

1,665.2

1,702.9

349.1

333.9

339.9

(1.0)

4.0

5.0

20.7

20.1

20.0

80.7

87.3

88.7

312.4

286.3

296.3

Spirax Group plc AnnualReport202536

StrategicReport— Our performance in 2025

24%

26%

50%

32%

13%

55%

28%

19%

53%

27%

18%

55%

27%

14%

59%

24%

52%

Revenue by

segment %

2025

2024

Beforecorporateexpensesof

£39.7million(2024:£30.7million).

Statutory

operating profit

by segment %

2025

2024

Beforecorporateexpensesof£38.7million

(2024:£33.9million).

Adjusted

operating profit

by segment* %

2024

2025

Definition

Scope1greenhousegas(GHG)emissions:

directemissionsfromCompany-ownedor

controlledsources(e.g.vehicles,fuel

combustion).Scope2market-basedGHG

emissions:indirectemissionsfrompurchased

electricity,consideringcontractualand

supplier-specificemissionsfactors.

Progress in 2025

GHG(scopes1and2)decreasedby23%

comparedto2024andby63%againstour

2019baseline,exceedingour2025target.

Thiswasachievedthroughacombination

ofenergyefficiency,decarbonisationinitiatives

andatransitiontorenewableelectricity.

Group GHG emissions

(scopes 1 and 2)

tonnesCO

e(market-based)

19,420

Statutory operating profit £m

£265.4m

15.6

18.3

16.9

2025

2024

2023

Definition

Statutoryoperatingprofitistheprofit

earnedfromourbusinessoperations

beforeinterest,taxesandtheshare

ofprofitofassociatecompanies.

Progress in 2025

Statutoryprofitdecreasedby16%in

SteamThermalSolutionsandby12%in

ElectricThermalSolutions.Itgrewby7%in

Watson-MarlowFluidTechnologySolutions.

Statutory earnings per share p

221.7p

2025

2024

2023

Definition

StatutoryEPSisdefinedasthestatutory

after-taxprofitattributabletoequity

shareholdersdividedbytheweighted

averagenumberofsharesinissue.

Progress in 2025

StatutoryEPSdecreasedby15%to

221.7pence,inlinewiththedecrease

instatutoryoperatingprofit.

2025

2024

2023

2025

2024

††

2023

††

All-workplace

Injury Rate

2.12

Definition

Thenumberofworkplaceinjuriesper

100,000hoursworked.Theworkplace

isanylocationinwhichanemployeeis

presentasarequirementofemployment.

Employeesincludeallpermanentandtemporary

staffandcontractors.Allinjuriesareanythat

occurinworkplacesregardlessofcauseand

resultinfirstaidtreatmentandabove.

Progress in 2025

OurAll-workplaceInjuryRate

decreased

by8%during2025.Whilstitisencouraging

thatourAll-workplaceInjuryRateisdeclining,

ourSeriousInjuryRate^hasincreasedfrom

0.02to0.03.Eachcasehasbeenthoroughly

investigatedandthelessonslearnedwere

sharedacrosstheentireGrouptohelp

preventfutureincidents.

Margin%

KPI

Risk

REM

KPI

Risk

REM

KPI

Key Performance Indicators used to assess progress against our Together for Growth

Strategy. Read more about our progress on pages 12 to 81.

Risk

See our Principal Risks on pages 87 to 91 in our Risk Management section

REM

For more information about Remuneration, see pages 132 to 153

# Per100,000hoursworked/Firstaidtreatmentrequiredandabove.

 AsspecifiedusingtheUKRIDDORRegulationsdefinition.

††MinoradjustmentfollowingauditsbyGroupEHS(from2.37in2023and2.31in2024).

Segmental performance

in 2025

Read more about our progress on pages

46 to 58

31,658

25,317

19,420

249.5

259.6

221.7

284.4

304.6

265.4

2.39

2.30

2.12

SteamThermalSolutions

ElectricThermalSolutions

Watson-MarlowFluidTechnologySolutions

Spirax Group plc AnnualReport2025 37

Strategic Report

Groupsaleswere2%highercomparedto2024,includinga

currencyheadwindof3%.Onanorganicbasissaleswere

5%higher,drivenbygrowthinallthreeBusinesses:STS1%,

ETS11%andWMFTS6%.Groupadjustedoperatingprofitwas

2%highercomparedto2024,includingacurrencyheadwind

of4%and6%higherorganically.AllthreeBusinesses

deliveredorganicgrowthinadjustedoperatingprofitwith

STSgrowingby3%,ETSby12%andWMFTSby13%.

Groupadjustedoperatingprofitmarginof20.0%was30bps

higherorganicallycomparedto2024,benefitingfrom

organicsalesgrowthandsomesavingsfromtheGroup’s

restructuringexercise,partiallyoffsetbyinvestmentin

long-termgrowthopportunities,notablyDigitalandServices.

STSmarginwas40bpshigherorganicallycomparedto

2024,withETSmargin20bpshigherandWMFTSmargin

160bpshigher.

Groupstatutoryoperatingprofitwas13%lowerthanin2024

at£265.4million,withstatutoryoperatingprofitmargin

270bpslowerat15.6%,drivenbyone-offrestructuring

chargesinthecurrentperiodcomparedtoanumberof

one-offcreditspresentedasadjustingitemsintheprior

year.Thereconcilingitemsbetweenadjustedoperating

profitof£339.9millionandstatutoryoperatingprofitof

£265.4millionareshownbelow:

•

Achargeof£34.6million(2024:£34.1million)

fortheamortisationofacquiredintangibles

•

Arestructuringchargeof£39.9milliontosimplifythe

Group’sorganisationandoptimisecertainelementsofour

manufacturingfootprint.£2.9millionofthischargerelated

totheimpairmentofnon-currentassetsasaresultofthe

restructuringand£3.6milliontothewrite-offofcertain

currentassets

Tax and interest

Netfinancingexpensewaslowerthanintheprioryear

at£38.3million(2024:£43.7million)asaresultoflower

averagenetdebt,lowerratesonfloatingratedebtandthe

positiveimpactofcashcentralisationinitiatives.Wedonot

expectamaterialchangetonetfinanceexpensein2026.

TheGroupeffectivetaxratereflectstheblendedaverage

ofratesintaxjurisdictionsaroundtheworldinwhichthe

Groupoperates.Onastatutorybasis,theGroupeffective

taxratewas27.8%(2024:26.1%).TheGroupadjustedeffective

taxratewas80bpshigherat27.3%,(2024:26.5%),dueto

non-repeatinginvestmentincentivesclaimedin2024.For

2026,theGroup’sadjustedeffectivetaxrateisexpectedto

besimilarto2025.

Financial Performance

£m FY2024 Exchange Organic FY 2025 Organic Reported

Revenue 1,665.2 (36.5) 74.2 1,702.9 5% 2%

Adjustedoperatingprofit 333.9 (14.4) 20.4 339.9 6% 2%

Adjustedoperatingprofitmargin 20.1% 20.0% 30bps (10)bps

AdjustedbasicEPS(pence) 286.3 296.3 3%

Statutoryoperatingprofit 304.6 265.4 (13)%

Statutoryoperatingprofitmargin 18.3% 15.6% (270)bps

BasicEPS(pence) 259.6 221.7 (15)%

On track to meet our

medium‑term targets

Spirax Group plc AnnualReport202538

StrategicReport— Group Chief Financial Officer’s Review

Earnings per share and dividends

Adjustedearningspersharewere3%higherthaninthe

prioryearat296.3pence,consistentwiththeincreasein

adjustedoperatingprofitandlowernetfinancingcosts,partially

offsetbyanincreaseintheeffectivetaxrate.Statutorybasic

earningspersharewere15%lowerat221.7pence

(2024:259.6pence).Statutoryfullydilutedearnings

persharewerenotmateriallydifferenttostatutory

basicearningspershareineitheryear.

TheBoardisproposingafinaldividendof121.1

pencepersharefor2025(2024:117.5pence)payableon

22May2026toshareholdersontheregisterat24April

2026.Togetherwiththeinterimdividendof48.9penceper

share(2024:47.5pence),thetotaldividendfortheyearis

170.0pencepershare,anincreaseof3%onthetotal

dividendof165.0pencepersharein2024,reflecting

confidenceinareturntohigherlevelsofgrowthand

margins.Thetotalamountofdividendspaidintheyearwas

£122.8million,3%abovethe£119.3millionpaidin2024.

TheGrouphasaprogressivedividendpolicy,theaimof

whichistoprovidesustainabledividendgrowththatreflects

actualandforecastunderlyingtradingperformanceaswell

ascashgenerationaftertakingintoaccountfuturecapital

requirements.TheGroup’stargetrangefordividendcover

is2.0xto2.5x.

Currency movements

TheGroup’sIncomeStatementandStatementof

FinancialPositionareexposedtomovementsina

widerangeofdifferentcurrencies.Thelargestindividual

currencyexposuresaretotheeuro,USdollar,Chinese

renminbiandKoreanwon.WhiletheGroup’sbusinesses

inArgentinaareimmaterialtotheconsolidatedfinancial

results,thevolatilityintheArgentinianpesohashad

anegativeimpactonreportedfinancialperformance.

Currencymovementsontranslationnegativelyimpacted

Groupsalesby3%.Thecurrencyimpactonadjusted

operatingprofitwasadverseby4%duetotranslationaland

transactionalimpactsof£10.1millionand£4.4million

respectively.Thetranslationdownsidereflectstheimpactof

thestrengtheningofsterlingin2025againstthecurrencies

inwhichtheGroupoperates.Themaintransactionalexposure

flowaffectingtheGroupistheexportofproductsfromfactories

intheUK,invoicedinsterling,lesstheimportofgoodsfrom

overseasGroupfactoriesandthirdpartieswhicharepredominately

pricedineurosandUSdollars.Thenetexposuretotransactional

currencymovementsisapproximately£150million.

IfFebruaryexchangeratesweretoprevailfortheremainder

of2026,therewouldbeaheadwindimpacton2025sales

and2025adjustedoperatingprofitofapproximately2%and

3%respectively.

Adjusted cash flow and net debt

Adjusted cash flow

2025

£m

2024

£m

Adjustedoperatingprofit 339.9 333.9

Depreciationandamortisation(excl.leasedassets) 44.9 42.5

Depreciationofleasedassets 18.7 17.6

Contributionstopensionschemes (7.1) (6.4)

Equitysettledshareplans 6.4 3.1

Workingcapitalchanges (18.6) 1.0

Repaymentsofprincipalunderleaseliabilities (18.0) (16.6)

Capitalexpenditure(includingsoftwareanddevelopment) (64.7) (83.6)

Adjusted cash from operations 301.5 291.5

Netinterest (36.6) (41.8)

Incometaxespaid (65.9) (76.5)

AdjustedFreecashflow 199.0 173.2

Netdividendspaid (122.8) (119.3)

Proceedsfromtransactionsinownshares 0.3 1.9

(Acquisitions)/Disposalsofsubsidiaries/associates (10.6) 5.3

Restructuringcosts (22.1) (2.4)

Cash flow for the year 43.8 58.7

Exchangemovements (12.3) 11.8

Openingnetdebt (596.2) (666.7)

Net debt at 31 December (564.7) (596.2)

Leaseliability (90.2) (95.1)

Net debt and lease liability at 31 December (654.9) (691.3)

Spirax Group plc AnnualReport2025 39

Strategic Report

Adjusted cash flow and net debtcontinued

Therewasaworkingcapitaloutflowintheyear,withthe

ratioofworkingcapitaltosalesdecreasingby10bpsto

21.8%(2024:21.9%).Netcapitalexpenditureintheyearof

£64.7million(2024:£83.6million),at4%ofsales,wasin

linewiththeexpectationsetathalfyear.For2026,we

expectnetcapitalexpendituretobeintherangeof4%to

5%ofsales.

Adjustedcashfromoperationsof£301.5million

(2024:£291.5million)was£10.0millionhigher,resultingin

animprovedadjustedcashconversionof89%(2024:87%).

Theimprovementincashconversionwasdrivenbyhigher

adjustedoperatingprofitandlowernetcapitalexpenditure,

partiallyoffsetbyhigherworkingcapital.Adjustedfreecash

flowof£199.0million(2024:£173.2million)hasincreased

by15%drivenbyimprovedadjustedcashfromoperations,

aswellasareductionofinterestandtaxespaidintheyear.

Thelowerinterestpaymentreflectsloweraveragelevelsof

debtduringtheyear.Taxespaidintheyearhavedecreased

by14%duetoone-offtaxrepaymentsandtaxincentivecredits.

Financing and liquidity

Netdebt(excludingleases)at31December2025was

£564.7million(2024:£596.2million),withanetdebt

toEBITDAratioof1.5x(2024:1.6x).

Asat31December2025,totalcommittedandundrawndebt

facilitiesamountedto£400.0million,representingafully

undrawnRevolvingCreditFacility,inadditiontoanetcash

balanceof£239.7million(2024:£233.9million).

TheGroupmaintainsaresilientbalancesheetwithatarget

leveragerangeof1.0xto1.5xnetdebttoEBITDA,whileretaining

flexibilitytoexceedtheupperendoftherangetemporarily

totakeadvantageofinvestmentandacquisitionopportunities.

Return on capital employed (ROCE)

ROCEwas50bpshigherat36.0%(2024:35.5%).Excluding

theimpactofleases,ROCEincreasedby30bpsto39.5%

(2024:39.2%),drivenbytheincreasedadjustedoperating

profit.ThedefinitionandanalysisofROCEisincludedinthe

AppendixtotheConsolidatedFinancialStatements.

Return on invested capital (ROIC)

ROICwas30bpshigherat13.1%(2024:12.8%).Excludingthe

impactofleases,ROICincreasedby20bpsto13.6%(2024:

13.4%),partlydrivenbytheincreaseinadjustedoperating

profitaftertaxandalowerlevelofinvestedcapitalwith

acquiredintangiblesamortising.

DeliveryoftheGroup’smedium-termorganicgrowthand

adjustedoperatingmargintargets,combinedwithcontinued

strongcashconversion,isexpectedtoresultinROIC

progressiontoover15%.

ThedefinitionandanalysisofROICisincludedintheAppendix

totheConsolidatedFinancialStatementsonpage210.

Fundamentals of financial resilience

Themorevolatileanduncertaineconomicenvironment

continuedtobechallengingin2025withglobalindustrial

production(IP)growthof2.1%(1.7%,excludingChina),with

particularchallengesinNorthAmerica(0.8%)andEurope

(0.8%).Asexpected,tradingconditionsinChinareflected

reducedexpenditureonlargeprojects.InKorea,political

instabilityearlyintheyearledtocapitalinvestment

decisionsbeingtemporarilydeferred.Despitethischallenging

backdropthefinancialresultsreflecttherelativeresilience

ofthebusinessmodel,withallBusinessesdeliveringorganic

salesgrowth.TheGroupcontinuedtofocusonorganicgrowth

supportedbyitsuniquedirectsalesmodelandcontinuedto

investinkeystrategicinitiativesthatwilldrivefuturegrowth

includingsupportingdecarbonisationsolutionsandbuilding

additionaldigitalcapability.TheGroup’slong-standingtrack

recordofincreasingreturnstoshareholdershascontinued

withaproposedyear-on-yearincreaseintheordinary

dividendof3%.

TheGroup’sproductsandsolutionscontinuetosupport

criticalindustrialprocessesacrossabroadrangeofindustries

andgeographicalmarkets.Asinpreviousyears,theGroup

outperformedglobalIPduetoitsabilitytoself-generate

sales(accountingfor40%ofsales)andasignificantbase

businessinmaintenanceandrepairsales(accountingfor

45%ofsales).Thesesalesarefundedfromcustomers’local

operatingbudgets.Theremaining15%ofsalesarerelated

tolargeprojects,fundedfromcustomers’capitalexpenditure

budgets,whicharemoreheavilyinfluencedbyeconomic

cycles.Approximately60%ofsalesaretodefensive,less

cyclicalsectorsandnosinglecustomeraccountsformore

than~1%ofGroupsales.

Resilience over the short, medium and long term

TheGroup’sbusinessmodel,continuedinvestmentsto

supportfuturegrowthandstrongcashconversionposition

itwelltoadapttoeconomiccycles.TheGoingConcern

andviabilityanalysisprovidesconfidenceintherobust

natureofboththebusinessandcapitalstructure,even

whenanalysedunderanumberofpotentialdownsidescenarios.

TheGrouphasundertakenscenario-basedmodelling

ofthekeyrisksidentifiedthatcouldimpactthebusiness,

theresultsofwhichunderpinconfidenceintheshort

andmedium-termresilienceoftheGroup.Thecontinued

implementationofthestrategysupportslonger-termresilience

andtheGroupcontinuestocloselymonitorandrespondto

thechangingexternaleconomic,environmentalandsocial

factorsthatwillimpactthemarketsinwhichtheGroup

operatesinthefuture.

Spirax Group plc AnnualReport202540

StrategicReport— Group Chief Financial Officer’s Review

Going Concern Statement

Whenmanagingliquidity,theGroup’sprincipalobjectiveis

tosafeguardtheabilitytocontinueasaGoingConcernfor

atleast12monthsfromthedateofsigningthe2025Annual

Report.TheGroupretainssufficientresourcestoremainin

compliancewithalltherequiredtermsandconditionswithin

itsborrowingfacilitieswithmaterialheadroom.Nomaterial

uncertaintieshavebeenidentified.TheGroupcontinuesto

conductongoingriskassessmentswithitsbusinessoperations

andonitsliquidity.Considerationhasalsobeengivento

thefactorsthatmightcausetheGrouptorequireadditional

liquidityandtoformaviewastotheprobabilityof

theseoccurring.

TheGroup’sfinancialpositionremainsrobust,withthenext

maturityofitscommitteddebtfacilitiesbeing€120millionin

USPrivatePlacementNoteswhichmatureinMay2026and

a€90millionBankTermLoanthatmaturesinAugust2026.

TheGroup’sdebtfacilitiescontainaleveragecovenantof

upto3.5x.Certaindebtfacilitiesalsocontainaninterest

covercovenantofaminimumof3.0x.TheGroupregularly

monitorsitsfinancialpositiontoensurethatitremainswithin

thetermsofthesecovenants.At31December2025leverage

(definedasnetdebtdividedbyadjustedearningsbefore

interest,tax,depreciationandamortisation)was1.5x

(31December2024:1.6x)andinterestcover(definedas

adjustedearningsbeforeinterest,tax,depreciationand

amortisationdividedbynetbankinterest)was12xat

31December2025(31December2024:10x).

‘Reversestresstesting’wasperformedtoassessthelevel

ofbusinessunderperformancethatwouldberequiredfor

abreachofthefinancialcovenantstooccur,theresultsof

thesetestsevidencedthatnoreasonablypossiblechange

infutureforecastcashflowswouldcauseabreachofthese

covenants.The‘reversestresstest’cashflowmodelling

doesnotconsideranymitigatingactionsthattheGroup

wouldimplementintheeventofasevereandextended

revenueandprofitabilitydecline.Suchactionswould

servetofurtherincreasecovenantheadroom.

Havingassessedtherelevantbusinessrisks(asoutlinedon

pages87to91);thepotentialimpactofanyclimatechange-related

risks(asoutlinedwithintheTaskForceonClimate-related

FinancialDisclosuressectiononpages92to100);andthe

liquidityandcovenantheadroomavailableunderseveral

alternativescenarios(assetoutintheviabilityassessment

below),theDirectorsconsideritappropriatetocontinue

toadopttheGoingConcernbasisinpreparingthe

ConsolidatedFinancialStatements.

Assessment of prospects and viability

TheBoardassessedtheprospectsfortheGroupthroughits

annualstrategicandfive-yearfinancialplanningprocessin

June2025.Inconjunction,itconsideredtheGroup’scurrent

financialposition,Together for Growth Strategy,the

Board’sriskappetiteandthepotentialimpactofthe

PrincipalRisksarelistedonpages87to91.

TheBoardhasadoptedafive-yearviabilityassessment

period,whichitbelievestobeappropriateasthistimeframe

iscoveredbytheGroup’sforecasts;considersthenatureof

theGroup’sPrincipalRisks,anumberofwhichareexternal

andhavethepotentialtoimpactovershorttimeperiods;

andisinalignmentwiththeGroup’sprincipalcommitted

financingfacilityduration.WhiletheBoardhasnoreason

tobelievethattheGroupwillnotbeviableoveralonger

period,giventheinherentuncertaintyinvolvedovermore

extendedtimeperiods,theBoardbelievesthatafive-year

periodprovidesareasonabledegreeofconfidencewhile

stillprovidingalonger-termperspective.

Inmakingitsassessment,theBoardcompletedarobust

assessment,supportedbydetailedcashflowmodelling,

ofthePrincipalRisksfacingtheGroup,includingthose

thatwouldthreatenitsbusinessmodel,futureperformance,

solvencyorliquidity.Inadditiontocompletinganimpact

assessmentofthePrincipalRisks,theBoardconsideredthe

probabilityoftheoccurrenceoftherisks,theGroup’sability

tosafeguardagainstthemandtheeffectivenessofmitigating

actions.IneachmodelledscenariotheGroupisableto

demonstratethatitcontinuestoremainviable.Thescenarios

modelledinthisprocessareasfollows.

Spirax Group plc AnnualReport2025 41

Strategic Report

Assessment of prospects and viabilitycontinued

Scenarios Modelled Links to Principal Risks

Scenario 1: Revenue Fall

TheGroup’soperationsaresubjectedtoamaterialandunexpectedreductionindemandduetoacrisis

occurringinasignificantgeographicalareafortheGroup.Thecrisisresultsinthenationalisationof

theGroup’soperationsinthisarea.

Assumptions:

•

Sales:immediatelossofrevenuefromtheoperatingcompaniesinthisarea.GlobalIPdeclinesby

8%(inlinewith2009financialcrisis),drivingadeclineinGroupRevenueinFY2026,withrecovery

backtobasecasefromFY2028toFY2030

•

Margin:immediatelossofprofitfromtheoperatingcompaniesintheaffectedgeographicalarea

Risk 1:Economicand

politicalinstability

Risk 4:Lossofmanufacturing

outputatanyGroupfactory

Risk 6:Inabilitytoidentifyor

respondtochangesincustomer

needs:digital/non-digital

Scenario 2: Exceptional Charge

TheGroupbreachesAnti-BriberyandCorruption(ABC)regulationsandissubjectedtoanimmediate

regulatoryfine.Asaresult,theGroup’sreputationisimpairedcausinganimmediatereductioninsales.

Assumptions:

•

Sales:non-deliveryofsalesgrowthfromthe2026Planduetoreputationaldamage,resultinginalost

yearofgrowth.Recoveryinlinewithourmedium-termplan(MTP)projectionsfrom2027onwards

•

Margin:regulatoryfineequalto10%of2025GroupTradingProfitleviedimmediately

Risk 7:Breachoflegaland

regulatoryrequirements

(includingABClaws)

Scenario 3: Cyberattack

AcyberattackutilisingransomwareoccursandsucceedsinparalysingSpiraxGroupsystems,

includingageingERPplatformsthatareutilisedtoprovidedatainsightstorespondtocustomer

demands,resultinginaninabilitytotrade.

Assumptions:

•

Sales:mid-singledigitpercentageofGroupSalesarepermanentlylostin2026duetoaninability

totrade.RecoveryinlinewithMTPprojectionsfrom2027onwards.

•

Margin:additionalinvestmentincybersecurityismadeoveryears2to5

Risk 2: AgeingEnterprise

Systems

Risk 3: Cybersecurity

Risk 6: Inabilitytoidentifyor

respondtochangesincustomer

needs:digital/non-digital

Scenario 4: Acquisition Failure

ThefourETSbrands(Chromalox,Thermocoax,VulcanicandDurex)materiallyunderperformtheir

businessplan.ThisleadstopoorresultsandultimatelythedisposaloftheETSBusiness.

Assumptions:

•

Sales:ETSsalesdeclinesignificantlyfrom2025resultsoverthescenarioperiod

•

Cost:ETSgoodwillfullyimpairedin2026.ETSdisposedofatamultipleof8xEBITDAduring2030

Risk 5:Failuretorealise

acquisitionobjectives

WhilstlinkedtotheGroup’sPrincipalRisks,thescenariosmodelledarehypotheticalanddesignedtotesttheabilityofthe

Grouptowithstandsuchsevereoutcomes.Inpractice,theGrouphasanestablishedseriesofriskcontrolmeasuresinplace

thataredesignedtobothpreventandmitigatetheimpactofsuchrisks.Theresultsofthestresstestingundertakenillustrate

thattheGroupwouldbeabletoabsorbtheimpactofthescenariosconsideredshouldtheyoccurwithintheassessment

timeperiod.InallthescenariosconsideredtheGroupremainswithinitsdebtcovenants.

Spirax Group plc AnnualReport202542

StrategicReport— Group Chief Financial Officer’s Review

Viability Statement

Basedontheoutcomesofthescenariosandconsidering

theGroup’sfinancialposition,strategicplansandPrincipal

Risks,theDirectors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.

TheDirectors’statementregardingtheadoptionofthe

GoingConcernbasisforthepreparationoftheFinancial

Statementscanbefoundonpage41.

Long-term resilience

TheGrouphasalongtrackrecord,over130years,ofconsistently

adaptingtochangingmacroeconomic,environmentaland

socialfactorssupportedbythebusinessmodel.Whilethe

strategyandbusinessmodellessenanymaterialimpact

fromthePrincipalRisks,theGroupneverthelesscontinuously

reviewsmarkets,listenstocustomersandadaptssolutions,

whileworkingresponsiblyandinlinewiththeGroup’s

Valuestobuildlong-termsustainability.

TheGrouphasahighlyresilientbusinessandstrategythat

willremainrelevantacrossdifferentclimate-relatedscenarios.

Werecognisetheneedtoanticipateandmitigatetheimpact

ofclimate-relatedchange.In2021welaunchedourOne

Planet: Engineering with Purpose Sustainability Strategy

coveredinmoredetailonpages60and61.Althoughnot

classedasaPrincipalRiskfortheGroup,theTCFD

disclosuresonpages92to100detailtheanticipatedimpact

ofclimatechange-relatedchangeontheGroup’slonger-

termresilience.

Thecommitmenttonetzerotargetswillhaveaprofound

effectonindustrialactivityoverthecomingdecadesand

isanadditionalsourceofgrowthforourGroupoveratleast

thenext30years.Toaddresstheopportunitiesarisingfrom

thedecarbonisationofindustrialprocesses,wehaveinvested

significantlyinthedevelopmentofsustainableproductsand

solutionsthathelpcustomersmeettheirownsustainabilitygoals.

Outlook

Market environment

Theglobalmacroeconomicenvironmentremainshighly

uncertainwithconflictintheMiddleEastandevolvingtrade

tariffsimpactingtheoutlookforglobalIP,whichisan

importantdriverofdemandacrossourthreeBusinesses.

CHR’sFebruaryforecastforglobalIPin2026iscurrently

2.1%bothincludingandexcludingChinaandagain,is

secondhalfweighted.Asinprioryears,weremaincautious

ontheIPoutlookandhaveadoptedmoreconservative

assumptionsinourplanning.

Exchange rates

Theorganicgrowthguidancebelow,isbasedupon2025

resultsasrestatedfortheimpactofthelatestexchange

ratesin2026.IfFebruaryexchangeratesweretoprevail

throughtheremainderoftheyear,therewouldbean

adverseimpacton2025salesofapproximately2%to

£1,669millionandonadjustedoperatingprofitof

approximately3%to£330million,withadjustedoperating

profitmarginat19.8%.

2026 guidance

Weanticipatemid-single-digitorganicgrowthinGroup

revenues,wellaheadofIP.WhiletheMiddleEastrepresents

only1%ofGrouprevenue,thereispotentialforsome

disruptiontosupplychainsreliantupontransportthrough

theregion.Wecurrentlyanticipatethisimpacttobelargely

inthefirsthalfoftheyear.

Groupadjustedoperatingprofitmarginisexpectedto

increasefurtheronanorganicbasisoverthecurrency

adjusted2025marginof19.8%,withoperatingleverage

drivinggrowthinadjustedoperatingprofitaheadofthe

organicgrowthinrevenues.

WeexpectSTStodeliverlow-single-digitorganicsales

growth,higherthanin2025,withgrowthoutsideChinawell

aheadofIPandtradinginChinacontinuingtoimprove.We

expectaslightimprovementinSTSmarginorganically,

supportedbyoperatingleverageandfullyearrestructuring

benefits,partlyoffsetbyongoinginvestmentinfuturegrowth.

InETS,weanticipatehigh-single-digitorganicsalesgrowth

supportedbyastrongorderbook(includingthebenefitof

thelargecontractwinin2025);increasedmanufacturing

throughputfromoperationalimprovements;andcontinuing

demandstrengthinourkeyendmarkets.Weanticipate

thatoperatingleveragefromorganicgrowthandagreater

proportionofhigher-marginSemiconsales,partlyoffset

bytheinitialrunningcostsofthenewMVfacilityinOgden,

willsupportstrongorganicmarginprogress.Asexpected,

themajorityoflegacyordersinourOgdenorderbookwere

shippedbytheendof2025withtheremainingfewordersto

bedeliveredearlyin2026attherequestofcustomers.This

has

removedakeyheadwindthataffectedmarginprogress

in2025.

InWMFTS,weanticipatehigh-single-digitorganicsales

growth,supportedbycontinuingrecoveryinBiopharm

demandandProcessIndustriesagainoutperformingIP,

withoperatingleveragesupportingorganicmarginprogress

broadlysimilartothatdeliveredin2025.

Weexpectcorporatecoststobeslightlyhigherthan2025,

reflectingincreasedinvestmentinfuturegrowth,suchas

DigitalandServices.Excludingsuchinvestments,the

remainingcorporatecostsareexpectedtogrowbroadly

inlinewithinflation.

Weanticipatenetfinancingcosts,effectivetaxrateand

cashconversiontobesimilarto2025levels.

Louisa Burdett

GroupChiefFinancialOfficer

9March2026

Spirax Group plc AnnualReport2025 43

Strategic Report

Ten‑year financial summary

2016

£m

2017

£m

2018

£m

2019

£m

2020

£m

2021

£m

2022

£m

2023

£m

2024

£m

2025

£m

Revenue 757.4 998.7 1,153.3 1,242.4 1,193.4 1,344.5 1,610.6 1,682.6 1,665.2 1,702.9

Operatingprofit 174.1 198.9 299.1 245.0 249.0 320.9 318.8 284.4 304.6 265.4

Adjustedoperatingprofit* 180.6 235.5 264.9 282.7 270.4 340.3 380.2 349.1 333.9 339.9

Adjustedoperatingprofitmargin* 23.8% 23.6% 23.0% 22.8% 22.7% 25.3% 23.6% 20.7% 20.1% 20.0%

Profitbeforetaxation 171.4 192.5 288.8 236.8 240.1 314.5 308.1 244.5 258.9 226.5

Adjustedprofitbeforetaxation* 17 7.9 229.1 254.6 274.5 261.5 333.9 370.6 309.2 288.2 301.0

Profitaftertaxation 121.3 157.9 223.4 167.0 173.9 234.9 225.0 184.0 191.4 163.6

Adjustedcashfromoperations 185.0 203.8 242.9 238.1 275.8 279.0 214.9 281.7 291.5 301.5

Cashconversion 102.4% 86.5% 91.7% 84.2% 102.0% 82.0% 56.5% 80.7% 87.3% 88.7%

Capitalexpendituretosales

††

5.7% 3.8% 3.8% 5.0% 4.2% 4.8% 7.3 % 6.3% 5.6% 4.0%

Basicearningspershare 165.0p 214.4p 303.1p 226.2p 235.5p 318.3p 305.1p 249.5p 259.6p 221.7p

Adjustedearningspershare* 171.5p 220.5p 250.0p 265.7p 256.6p 338.9p 377.2p 312.4p 286.3p 296.3p

Dividendsinrespectoftheyear 55.8 64.4 73.6 81.1 87.0 100.2 112.0 117.8 121.6 125.2

Dividendsinrespectoftheyear

(pershare)

76.0p 87.5p 100.0p 110.0p 118.0p 136.0p 152.0p 160.0p 165.0p 170.0p

Net assets 524.4 609.5 766.9 826.3 852.3

1,010.0 1,169.8 1,157.7 1,209.2 1,222.3

Returnoncapitalemployed

†

44.8% 49.8% 51.6% 50.8% 45.9%

54.7% 49.0% 38.1% 35.5% 36.0%

Returnoninvestedcapital

†

28.7% 22.6% 19.3% 18.7% 17.2%

22.0% 18.3% 13.5% 12.8% 13.1%

* AlladjustedprofitmeasuresexcludecertainitemsassetoutandexplainedintheGroupChiefFinancialOfficer’sReviewandintheAppendixtothe

ConsolidatedFinancialStatements.

** 2020hasbeenrestatedfollowingtheIFRSInterpretationsCommitteeagendadecisiononconfigurationandcustomisationcostsincloud

computingarrangements(SoftwareasaService(SaaS)),resultingina£3.7millionadjustmenttoopeningreservesandintangibleassets.

† Theresultsfor2019to2025includetheimpactofIFRS16,whichwasadoptedin2019.

†† CapitalexpenditureexcludesIFRS16leaserepayments.

Spirax Group plc AnnualReport202544

StrategicReport— Ten-year financial summary

Return on capital employed and return on invested capital %

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

Percent %

ROCE ROIC

550

500

450

400

350

300

250

200

150

100

Dividends and adjusted earnings per share p

p/share

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

DPS EPS

Revenue £m

Sales Adjustedoperatingprofitmargin

Revenue and adjusted operating profit margin £m/%

Profit margin %

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2,000

1,800

1,600

1,400

1,200

1,000

800

600

400

200

Spirax Group plc AnnualReport2025 45

Strategic Report

Market environment and operational

performance at a glance

Market environment

2025 2026

Industrialproductiongrowth(IP) H1 H2 FY FY

Europe 0.4% 1.1% 0.8% 1.8%

NorthAmerica 0.4% 1.1% 0.8% 1.6%

SouthAmerica 3.0% (0.3)% 1.3% (0.2)%

Asia 4.1% 2.9% 3.3% 2.8%

Global 2.5% 1.8% 2.1% 2.1%

Global(excludingChina) 1.7% 1.6% 1.7% 2.1%

Source:CHREconomicsFebruary2026.

Globalindustrialproductiongrowth(IP)in2025was2.1%,

or1.7%excludingChina(comparedto1.9%forecastatthe

beginningoftheyear).Followingaweakfirsthalf,second

halfIPexcludingChinadecreasedto1.6%,andtheforecast

secondhalfrecoveryinEuropedidnotfullymaterialise.IP

wasweakacrossalmostallregionsinboththefirstand

secondhalvesoftheyearinkeymarketssuchastheUSA,

Germany,France,ItalyandtheUKthatrepresent

approximately50%ofGrouprevenues.

Thebroadermacroeconomicimpactoftradetariffs

remainsuncertain,compoundedbythevariationinrates

drivenbygeopoliticalevents.Themostsignificantimpact

hasbeencustomers’reducedconfidenceincommittingto

longer-termcapitalinvestmentstoexpandtheirprocessing

capacity,impactinglargeprojectdemand.

OurlocalmanufacturingpresenceintheUSAhelpsmitigate

ourdirectexposuretotradetariffsandasdemonstrated

in2025,weexpecttocontinuetoprotectourmarginsby

managingthefinancialimpactsthroughsurcharges,pricing

andlimitedreorganisationsofmanufacturingactivity.

Read more on pages 32 and 33 and 48 to 50

Progress in 2025:

Revenue £

£853.4m

(2024: £867.9m)

Adjusted operating

profit £

£200.3m

(2024: £204.1m)

Adjusted operating

profit margin %

23.5%

(2024: 23.5%)

Statutory operating profit £

£167.8m

(2024: £198.9m)

Statutory operating

profit margin %

19.7%

(2024: 22.9%)

Operating

units #

Colleagues #

~5,000

OEMMachineryFood&Beverage

Key industries

Pharmaceutical

&Biotechnology

Chemicals

Spirax Group plc AnnualReport202546

StrategicReport— Operating Review

Read more on page 32 and 33 and 52 to 54 Read more on page 32 and 33 and 56 to 58

Progress in 2025:

Revenue £

£441.3m

(2024: £404.6m)

Adjusted operating

profit £

£71.3m

(2024: £64.7m)

Adjusted operating

profit margin %

16.2%

(2024: 16.0%)

Statutory operating profit £

£40.4m

(2024: £46.1m)

Statutory operating

profit margin %

9.2%

(2024: 11.4%)

Operating

units #

Colleagues #

~2,900

Progress in 2025:

Revenue £

£408.2m

(2024: £392.7m)

Adjusted operating

profit £

£107.0m

(2024: £99.0m)

Adjusted operating

profit margin %

26.2%

(2024: 25.2%)

Statutory operating profit £

£96.9m

(2024: £90.3m)

Statutory operating

profit margin %

23.7%

(2024: 23.0%)

Operating

units #

Colleagues #

~2,050

Semiconductor Food&Beverage

Pharmaceutical

&Biotechnology

PowerGeneration

Key industries Key industries

HealthcareOEMMachinery

Water&

Wastewater

Oil&Gas

Spirax Group plc AnnualReport2025 47

Strategic Report

Spirax Group plc AnnualReport202548

StrategicReport— Operating Review — Steam Thermal Solutions

Inachallengingmarketenvironment,

STSdeliveredaresilientperformance

in2025.StrongexecutionacrossMRO,

solution-sellingandCommercial

Excellenceinitiativescontinued

todrivegrowthandpositionsthe

Businesswellforthefuture.”

Maurizio Preziosa

ManagingDirector,SteamThermalSolutions

STSisagloballeaderinthedesignandsupplyofindustrial

andcommercialsteamsystems,includingcondensate

management,controlsandthermalenergymanagement

productsandsolutions.Thebroadrangeofapplications

acrossmultiplesectorsthatrequiresteamtotransferlarge

energyloadsintheformofheat,aswellasourlargeand

geographicallydiverseinstalledbase,underpinan

enduringsourceofMROandsolution-sellingrevenuesfor

STS.

Demand

DemandforSTSproductsandsolutions,particularlylarge

projects,islinkedtoIP.Largeprojectdemandwasweak

acrossallregions,ascustomersdeferredorreducedcapital

expenditureinresponsetouncertaintyaroundtradetariffs

andlowermacroeconomicgrowth.Asexpected,thisimpact

wasfeltmostsignificantlyinChina,whereourbusinessis

moreweightedtowardslargeprojectsthanintherestof

STS,albeittheweaknessindemandmoderatedcompared

to2024andsequentiallythrough2025.CustomersinKorea

alsotemporarilydeferredcapitalinvestmentdecisionsduring

thefirsthalfof2025asaresultofpoliticalinstabilityatthe

endof2024.Followingelectionsandthenewgovernment’s

proposalofaneconomicstimuluspackageinJune,wesaw

sequentialquarter-on-quarterimprovementsindemand

throughthesecondhalf.ChinaandKoreaaccountedfor

22%ofSTSsalesin2024.

Againstthisbackdrop,ourfocusonleveragingourdirect

salesmodelandsuccessfulexecutionofourCommercial

ExcellenceprioritiessupporteddemandgenerationinMRO

andsolution-salesacrossallmarkets.Ourdigitalsolutions

deliveredhigh-double-digitdemandgrowthindigitalproduct

andsubscriptions,withadditionalpull-throughfromidentifying

optimisation,replacementandrepairopportunities.

Sales

Salesof£853.4millionwere1%higherorganically,or3%

lowerafteranadverseexchangerateimpact.Organic

growthimprovedinthesecondhalf(2%),asexpected.

ExcludinglargeprojectsalesinChinaandKorea,fullyear

organicsalesgrowthwas3%.

EMEAandAmericasdeliveredgrowthwellaheadofIP,

aswecontinuedtofocusontheoperationalpriorities

withinourcontrol.Ourgrowthwasdeliveredagainst

thebackdropofweakIPandamaterialreorganisation

ofourEMEAoperatingcompaniesandmanagement

layersinthefirsthalfoftheyear.

...how STS is boosting

growth through

distributor collaboration.

IntheUSA,SteamThermal

Solutions’(STS)growthstrategyis

builtonacombinationofserving

end-usersbothdirectlyand

throughabroaddistribution

network.

Read more on page 50

Spirax Group plc AnnualReport2025 49

Strategic Report

InAPAC,salesdeclinedorganically,duetoweakerdemand

forlargeprojectsinChinaandKorea.However,inChinawe

delivereddouble-digitgrowthinMROsalesacrossboththe

firstandsecondhalvesoftheyear.Asexpected,theweakness

inlargeprojectsalesmoderatedcomparedto2024.Together

withMROgrowth,thiscontainedthesalesdeclineinChina

to3%,comparedtothe13%declinein2024.

InGestra,theprocessofnegotiatingefficiencyand

performanceimprovementswiththelocalWorksCouncil

andUnionimpactedshipmentsfromourfacilityinGermany,

butpartoftheshortfallwasrecoveredinthelastquarter

withasustainedimprovementcarriedinto2026.

Margin

Adjustedoperatingprofitof£200.3millionwas3%higher

organically,and2%lowerafteranadverseexchangerate

impact.Marginof23.5%was40bpshigherorganically,with

thedrop-throughfromorganicsalesgrowthtoprofit

supportedbyrestructuringbenefitsandoperationalsavings

inprocurement,partlyoffsetbyinvestmentinfutureorganic

growthpriorities.

Adapting to drive growth through focused priorities...

Statutory results

Salesof£853.4millionweredown2%includinganadverse

exchangerateimpactof3%.Statutoryoperatingprofitof

£167.8millionwasdown16%from2024,reflecting

anadverse

exchangerateimpactof5%aswellasrestructuring

costsof

£26.5million.Statutoryoperatingprofitmarginof19.7%

decreasedby320bps.

Outlook

WeexpectSTStodeliverlow-single-digitorganicsales

growth,higherthanin2025,withgrowthoutsideChinawell

aheadofIPandtradinginChinacontinuingtoimprove.We

expectSTSmargintoimproveorganically,supportedby

operatingleverageandfullyearrestructuringbenefits,

partlyoffsetbyongoinginvestmentinfuturegrowth.

From reach to results...

...how STS is boosting growth through

distributor collaboration.

IntheUSA,SteamThermalSolutions’

(STS)growthstrategyisbuiltona

combinationofservingendusers

bothdirectlyandthroughabroad

distributionnetwork.Thisdual

approachenablestheSTSAmericas

Divisiontomaximisemarketreach,

deepencustomerrelationshipsand

delivertechnicalsolutionsthatset

itapartfromcompetitors.

Directsalesremainsthecornerstone

ofourcustomerengagement,with

salesengineersactively‘walking

theplant’anddevelopingcustomer

solutionsdirectly.However,the

scaleandcomplexityoftheUSA

marketrequireabroaderreachand

distributionpartnersareamultiplier

fortheDivision,increasingcoverage

andopeningdoorstonew

opportunities.Forexample,the

numberofsalesrepresentatives

ofjustonedistributorisfourtimes

largerthanoursalesforceandso

thesepartnershipsprovideaccess

toamuchwider,synergisticcustomer

base.Recognisingthescaleofthis

opportunity,theBusinessmade

expandinggrowththroughdistributors

apriorityin2025.

Akeydifferentiatorinourapproach

isthedepthoftechnicalexpertise

webringtodistributorpartnerships.

Distributorshavebroadproduct

portfoliosbutlackthespecialised

knowledgerequiredforcomplex

engineeredsolutionsthatsupport

steamandthermalenergyprocesses.

Byworkinginpartnership,weare

co-generatingopportunitiesthat

resultintailoredsolutionsbeing

delivereddirectlytothecustomer

thataddressitscriticalchallenges.

Thisenhancesthedistributor’s

valuepropositionandstrengthens

STS’positionasthesteamand

thermalenergyexpert.

Recognisingthatnotalldistributor

relationshipsareequalweadapted

ourapproachin2025tofocuson

STSAmericas’top22distribution

partners.Thistargetedapproach

hasdeliveredresults.While

overallgrowthin2025from

distributorsintheUSAwas

low-single-digityear-on-year,

STSdeliveredahigh-single-digit

increaseindemandfromdistribution

partnersthatwereonboardedearly

intheyear,comparedto2024.

Thissuccessisattributedtojoint

accountplanning,strategicalignment

andadifferentiatedapproachthat

leverageseachpartner’sstrengths.

Byconcentratingresourcesand

attentiononthesekeyrelationships,

wehavealignedoureffortswith

partnerswhoarecommittedto

co-generatingvalueforcustomers

anddrivingmutualgrowth.

Thedistributionnetworkincludes

bothnationalandstrongregional

players.Nationalpartnersprovide

scale,logisticalsupportandaccess

tolarge,multi-sitecustomers,while

regionalpartnersofferdeeplocal

knowledgeandagility.Forinstance,

theleadingnationaldistributor

partner’ssectorandaccountfocus

issimilartothatofSTSAmericas,

enablingseamlesscollaborationon

complexprojects.Regionaldistributors

excelatbuildinglong-term

relationshipswithlocalcustomers

anddeliveringatailoredservice.

Inbothcases,STSworksclosely

withdistributorteams,sometimes

leadingthesalesprocess,other

timessupportingtoensurethat

customerneedsaremetefficiently

andeffectively.

Today,directsalesandco-generated

saleswithdistributorsaccountfor

over40%ofSTSsalesintheUSA.

Thishyperfocuswithinthedistribution

strategyisakeyexampleof

CommercialExcellence.By

leveragingthereachandscaleof

thestrongestpartners,prioritising

strategicrelationshipsandfocusing

oncollaborativesolution-selling,

wearewellpositionedtokeep

drivinggrowthinSTSthrough

co-generationin2026andbeyond.

High‑

single‑digit

increase in demand growth from

distribution partners onboarded

early in 2025

Spirax Group plc AnnualReport202550

StrategicReport— Operating Review — Steam Thermal Solutions — Strategy in action — Commercial Excellence

Spirax Group plc AnnualReport2025 51

Strategic Report

2025markedayearofstrong

progressforETS,drivenby

operationalimprovements,arecovery

inSemicondemandand

majorwinsinattractiveendmarkets.

Thesuccessfulcompletionofour

MediumVoltagefacilityinOgden,

USA,providesasolidplatform

tosupportcontinuedgrowth.”

Andrew Mines

ManagingDirector,ElectricThermalSolutions

InETS,wecombinetechnicalexpertise,processinsights

andproprietarytechnologytodeliverelectricalprocess

heatingandtemperaturemanagementsolutions,including

industrialheatersandsystems,heattracingandarangeof

componenttechnologies.Oursolutionsforequipment

heatingarecriticalinapplicationsthatrequireprecise

controlofveryhightemperaturesandconcentrated

powerloads.ETSisalsouniquelypositionedtoenable

theenergytransitionandsupportourcustomers’

decarbonisationjourneys.

Demand

DemandforETSsolutionsremainedrobustin2025with

stronggrowthinallthreeDivisions:ProcessHeating,

EquipmentHeatingandHeatTrace.

InProcessHeatingwecontinuedtoseestrongdemand

forbothcustomisedLowVoltage(LV)andMediumVoltage

(MV)electrificationsolutionsincludingasignificantand

growingpipelineofcustomerenquiriesforourPoweringZero

decarbonisationsolutions.WealsotargetedtheDatacentre

sectorwithtemperaturecontrolsolutions,drivingstrong

growthfromalargecontractwininthefirsthalf.

InEquipmentHeating,demandfromSemiconcustomers

continuedtoimproveon2024levels,supportedbyour

highlyspecialisednichepositioning,uniqueproduct

capabilitiesandclosecustomerrelationships.Demand

fromcustomersintheNuclearandAerospace&Defence

sectorswasalsostrongin2025,whichwillbenefitlater

yearsasshipmentsaretypicallyphasedoverlongerperiods.

HeatTrace,whichweseparatedoutfromProcessHeating

earlierintheyear,benefitedfromournowseparateand

focusedteamofsalesengineerstargetingnewsectors,

regionsandcustomers.Wealsoimprovedshipping

lead-times,simplifiedinstallationandrefreshedour

softwaretoallowforremotemonitoringandcontrol.

Spirax Group plc AnnualReport202552

StrategicReport— Operating Review — Electric Thermal Solutions

...how ETS is unlocking

sustainable demand

from Datacentres.

Therapidexpansionofthe

Datacentresectoristransforming

theindustriallandscapeandisa

majorgrowthareaforourETS

Business.

Read more on page 54

Sales

Salesof£441.3millionwere11%higherorganically,despite

astrongcomparator,or9%higherafteranadverse

exchangerateimpact.

GrowthinProcessHeating(64%of2024sales)wassupported

bycontinuingoperationalimprovementsincreasingshipments

fromthelargeorderbookbroughtforwardinto2025,including

asignificantreductionintheoverduebacklogoflegacyorders,

aswellasalargecontractwin.InEquipmentHeating(24%

ofETS2024sales),double-digitgrowthwassupportedby

strongdemandfromSemiconcustomers(11%ofETS2024

sales).HeatTrace(12%ofETS2024sales)alsobenefited

fromstrongdemandgrowthdrivenbyexpansioninEMEA,

alongsidecontinuinggrowthintheUSA.

Margin

Adjustedoperatingprofitof£71.3millionwas12%higher

organicallyand10%higherafteranadverseexchange

rateimpact.Operatingleveragefromstrongorganicsales

growthwasoffsetbytheimpactofshippingresiduallower

marginlegacyorders;initialrunningcostsforthenewMV

facilityinOgden;andcontinuinginvestmentinbuilding

ETScapabilitiesacrossanumberofareasincludingsales

headcountandsystems.Asaresult,ETSmarginof16.2%

was20bpshigherorganically,withasecondhalfmargin

of17.2%.

Adapting to drive growth through focused priorities...

Statutory results

Salesof£441.3millionwereup9%includinganadverse

exchangerateimpactof2%.Statutoryoperatingprofitof

£40.4millionwasdown12%comparedto2024,reflectingan

adverseexchangerateimpactof2%aswellasone-off

restructuringcostsof£5.4million.Statutoryoperatingprofit

marginof9.2%decreasedby220bps.

Outlook

InETS,weanticipatehigh-single-digitorganicsalesgrowth

supportedbyastrongorderbook(includingthebenefitof

thelargecontractwinin2025);increasedmanufacturing

throughputfromoperationalimprovements;andcontinuing

demandstrengthinourkeyendmarkets.Weanticipatethat

operatingleveragefromorganicgrowthandagreater

proportionofhigher-marginSemiconsales,partlyoffsetby

theinitialrunningcostsofthenewMVfacilityinOgden,will

supportstrongorganicmarginprogress.Asexpected,the

majorityoflegacyordersinourOgdenorderbookwere

shippedbytheendof2025withtheremainingfeworders

deliveredearlyin2026attherequestofcustomers.This

hasremovedakeyheadwindthataffectedmarginprogress

in2025.

Spirax Group plc AnnualReport2025 53

Strategic Report

From hot demand

to cool delivery...

...how ETS is unlocking sustainable

demand from Datacentres.

Therapidexpansionofthe

Datacentresectoristransforming

theindustriallandscapeandisa

majorgrowthareaforourElectric

ThermalSolutions(ETS)Business.

Datacentresunderpinthedigital

economy,supportingeverything

fromcloudcomputingtoAI-driven

applications.ICF,aglobalconsulting

andtechnologyfirm,predictsthat

by2030upto25%ofUSApower

productioncouldbeconsumed

byAIdatacentresandrelated

industries,reflectingadramatic

surgeinelectricitydemand.

Investmenttrendsreinforcethis

momentum.Forthefirsttime,more

capitalisbeinginvestedinbuilding

datacentresthanintheOil&Gas

sector,markingasignificantshiftin

globalpriorities.Thisgrowthisnot

limitedtotechnologygiants;other

industries,suchasBanking,are

alsoinvestingheavilyindatacentres

forAI-drivenapplications.

TheexpansionoftheDatacentre

sectordrivesdemandforsupporting

productsandservices,suchas

industrialheaters,heattrace

systemsandtransmissionand

distribution(T&D)equipment.We

haveseenrelatedbusiness,such

asT&DequipmentforkeyOEMs,

growbydoubledigits,demonstrating

thepotentialinthissector.

ETS’collaborationwithaleading

globalOEMisoneexampleofour

abilitytodrivegrowthfromhaving

aclearsectorfocusandanadaptable

approachtomeetingcustomerneeds,

supportedbyourdifferentiated

engineeringcapability.Ourcustomer

requiredabespokeheatingsolution

forliquid-cooledloadbanksused

inDatacentrecommissioning,an

applicationwherethermaldissipation

oftheelectricalloadiscritical.

Datacentreshouselargeservers

andelectronicequipment,along

withtheirassociatedcoolingsystems.

Liquid-cooledloadbanksare

essentialdevicesusedtosimulate

electricalloadstotestandvalidate

theperformanceofpowersystems,

suchasgenerators,uninterruptible

powersuppliesanddatacentre

infrastructure.Thesetestsgenerate

significantamountsofheat,which

mustbeeffectivelydissipatedto

ensureaccurateandreliableresults.

WithinETS,ourNorthAmerica

Salesteamcollaboratedwiththe

DesignEngineeringteamsatour

NuevoLaredofacilityinMexico

todevelopaheaterprototype,

leveragingChromaloxtechnology

andcross-functionalexpertise.The

resultwasacustomproductthat

convertselectricalloadintoheat,

efficientlyremovedbyahigh-volume

propylene-glycolmixtureto

optimisecooling.

OperationalExcellencewaskey

tocustomerserviceanddelivery.

During2025,dailyshipmentsofthe

heaterincreasedby75%.Tomeet

thisincreasingcustomerdemand,

weleveragedournewOperational

ExcellenceFrameworktointroduce

‘self-directed’teams,leanworkflows

andtosetupadedicated

productionline.

TheteamatETSadoptedapartnership

approach,deliveringabespoke

solutionthathascustomerinsights

andcollaborationatitscore,

demonstratedthroughregularsite

visitsandrapidset-upofproduction

withcontinuousimprovement.For

example,byproposingtodeliver

fullyassembled,hydro-tested

tankswithheatersthatreducedour

customer’slabourandqualityrisks,

wereinforcedourpositionasa

strategicpartner.

AstheDatacentresectorcontinues

toexpandglobally,ETS’blendof

CommercialExcellence,through

oursectorfocusandsolution-sales,

aswellasOperationalExcellence,

throughscalable,leanmanufacturing,

positionsSpiraxGroupasatrusted

partnerforcustomersseeking

reliable,innovativesolutionsin

afast-evolvingmarket.

75%

increase in production during

2025, supporting...

...11%

organic sales growth in ETS

Hear the full story on

spiraxgroup.com

Spirax Group plc AnnualReport202554

StrategicReport— Operating Review — Electric Thermal Solutions — Strategy in action — Commercial Excellence

Spirax Group plc AnnualReport2025 55

Strategic Report

WMFTSdeliveredastrongperformance

in2025,supportedbyarecovering

Biopharmmarketandourcontinued

focusonsector-ledselling.Ongoing

operationalefficienciesacross

manufacturingandthesupplychain

enabledustotranslategrowthinto

improvedreturns.”

Stuart Roby

ManagingDirector,Watson-Marlow

FluidTechnologySolutions

Fluidtechnologysolutionsarecriticaltoawiderangeof

industrialprocessesandapplications,fromthoserequiring

sterilityandaccuracy,tohigh-volumepumpingofcorrosive

materials.WMFTSdesignsandmanufacturesperistaltic

andnichepumpsandassociatedfluidpathtechnologies,

includingtubing,specialisedfillingsystemsandproducts

forsingleuseapplications.Ourpumpandfluidpathtechnologies

provideindustry-leading,sustainablesolutionstodeliver

secureandaccuratemetering,dosing,transferandfilling

forindustriessuchasBiopharm,Food&Beverage,Water

&Wastewater,MiningandHealthcare.

Demand

WecontinuedtoseeastrongrecoveryinBiopharmdemand,

followingdouble-digitgrowthin2024.Biopharmsales

wereaboveordersin2024,supportedbythelargecarried

forwardorderbookwhichnormalisedbytheendofthe

year.Inthefirsthalfof2025,organicordersgrowthofover

10%resultedinordersexceedingsalesforthefirsttime

since2021(peakCOVIDdemand),supportingstronger

secondhalfsalesgrowth,asexpected.Forthefullyear

2025,ordersgrowthhasremainedover10%organically

withstrongdemandfrombothend-usersandOEMcustomers.

Underlyingdriversofdemand,particularlyinareassuchas

monoclonalantibodies,recombinantDNAandcellandgene

therapies,remainrobustasreflectedinend-useractivity.

DemandinProcessIndustriesisfundamentallylinkedtoIP,

butourfocusontargetsectors,leveragingourdirectsales

capability,enablesustogeneratedemandgrowthabove

IP.During2025,wesawstrongdemandgrowthinthe

Water&Wastewater,Food&BeverageandMiningsectors

whereweincreasedmarketshare.Wealsosawstrong

growthindemandfromMedicalDevicesOEMcustomers,

securinglargecontractwins.

Sales

Salesof£408.2millionwere6%higherorganically,or4%

higherafteranadverseexchangerateimpact.

Asexpected,growthinBiopharmsales(approximately

50%ofWMFTSsalesand12%ofGroupsales)accelerated

inthesecondhalfasthedemandrecovery,whichbeganin

2024,continuedthroughout2025.ProcessIndustriessales

weresupportedbystronggrowthinourtargetsectors,as

wellaslargeMedicalDevicesOEMcustomerorderswhich

hadspecifieddeliveryinthefourthquarter,contributingto

theaccelerationofsalesgrowth.

Spirax Group plc AnnualReport202556

StrategicReport—Operating Review — Watson-Marlow Fluid Technology Solutions

...how WMFTS turned

customer challenges

into Biopharm growth.

WMFTShasadaptedby

repositioningoursingle-use

productsasintegratedsolutions,

betteraddressingtheBiopharm

sector’sfluidmanagementneeds.

Read more on page 58

Margin

Adjustedoperatingprofitof£107.0millionwas13%

higherorganicallyand8%higherafteranadverseexchange

rateimpact.Ourmarginof26.2%was160bpshigher

organically,supportedbystrongoperatingleverage;

ongoingmanufacturingandsupplychainefficiencies;and

restructuringsavings,offsetbyreinvestmentinfuture

growthdrivers.ThephasingofsalestoMedicalDevices

OEMcustomersandhigherthanoriginallyplanned

restructuringsavingscontributedtosecondhalfmargins

beingslightlyaheadofthefirsthalf.

Statutory results

Salesof£408.2millionwere4%highercomparedto2024

includinganadverseexchangerateimpactof2%.Statutory

operatingprofitof£96.9millionwasup7%comparedto

2024,despiteanadverseexchangerateimpactof4%and

one-offrestructuringcostsof£7.0million.Statutory

operatingprofitmarginof23.7%wasup70bps.

Adapting to drive growth through focused priorities...

Outlook

InWMFTS,weanticipatehigh-single-digitorganicsales

growth,drivenbycontinuingrecoveryinBiopharmdemand

andProcessIndustriesagainoutperformingIP,with

operatingleveragesupportingorganicmarginprogress

broadlysimilartothatdeliveredin2025.

Spirax Group plc AnnualReport2025 57

Strategic Report

From complexity to clarity…

...how WMFTS turned customer challenges

into Biopharm growth.

Inresponsetothepost-pandemic

downturninbiomanufacturing,

Watson-MarlowFluidTechnology

Solutions(WMFTS)hasadapted

byrepositioningoursingle-use

productsasintegratedsolutions,

betteraddressingtheBiopharm

sector’sfluidmanagementneeds.

Byconsolidatingapreviously

fragmentedproductportfoliounder

theWMArchitect

brand,wecreated

aclear,customer-centricoffering

thatdirectlyaddressesindustry

needsandthroughsolution-selling,

hasachievedsignificantdemand

growthofover30%.

Understandingthecomplex

requirementsandhighstandards

forproductquality,traceabilityand

sustainabilityinBiopharm,WMFTS

identifiedthatourlegacyassemblies

weredifficultforcustomersto

navigateandpurchase.Therebrand

simplifiedandunifiedtheproduct

range,enablingoursalesengineers

toofferfullycustomised,end-to-end

single-usefluidmanagement

solutionsfromavalidatedmenu

ofcomponents.

Recognisingtheimportanceofthis

consultativeapproach,weinvested

inupskillingoursalesengineers.

Thistrainingequippedthemto

deepentheirunderstandingof

boththeproductandcustomers’

specificbioprocesses,enabling

themtodelivertailored

recommendationsandsolve

specificchallenges.Forexample,

asimplecustomisation,the

implementationofcolouredcable

tiesforfluidlineidentification,

helpedaglobalbiopharmaceutical

customerimprovetraceabilityand

securedrepeatbusinessforWMFTS.

Meanwhile,acollaborationwith

abespokeneedlesandmanifolds

manufacturer,todeliveranoptimised

fillingline,ledtoalargeorderof

complex,custom-designedassemblies

forahigh-speedfilloperation.

Aspartoftheinnovation,adedicated

‘validationtesting’servicewas

launched,providingcustomers

withspecialistbioprocessing

expertiseandtailoredvalidation

supporttoensureregulatory

complianceandprocessconfidence.

Deliveredbyourin-houseexperts,

thisservicefacilitatesinformed

decisionmakingandhasaccelerated

adoptionofWMArchitect

Akeydifferentiatoristhehighly

customisednatureofeachsolution.

Tosupportdelivery,manufacturing

onboardingandtrainingwere

streamlined,halvingthetime

fornewoperatorstocontribute.

Assemblieswerecategorised

bycomplexity,allowingskilled

colleaguestofocusontechnical

buildsandmaintain>99%

right-first-timeefficiency.

Operationalimprovements,

includingbettermaterialflow

andstockmanagement,meant

demandingleadtimes(sixtoeight

weeksforirradiatedassemblies)

couldbemet.Thisoperational

adaptabilityhasbeenvitalfor

supportingcustomerproduction

schedulesandgrowth.

Sustainabilityandcompliance

havealsobeenkeytocustomer

relationships.Meetingstringent

suppliercriteriasecuredand

expandedkeyaccounts,including

foramajorhealthcaremanufacturer

thatdoubleditsordersin2025,

thanksinparttoWMFTS’

sustainabilitycredentials.

Byfocusingontheunique

needsoftheBiopharmsectorand

deliveringsolution-driven,tailored

offerings,wehaveadaptedour

approach,

increasingmarketshare

andexpanding

ouraddressable

market,supportingourcustomers

toachievegreaterefficiency,

complianceandgrowth,whilealso

drivingourcommercialsuccess.

>30%

demand growth in

WMArchitect

, supporting...

...>10%

demand growth in Biopharm

Spirax Group plc AnnualReport202558

StrategicReport—Operating Review — Watson-Marlow Fluid Technology Solutions — Strategy in action — Commercial Excellence

Spirax Group plc AnnualReport2025 59

Strategic Report

One Planet Sustainability

progress review

Our One Planet: Engineering with Purpose

Sustainability Strategy (One Planet) continued

to shape our activities in 2025. The Group-wide

strategy was initially designed in 2021 and has driven

sustainability across all areas of our operations from

how we source materials, develop, manufacture and

sell our products, to how we create value for our

customers and support our communities, ensuring

we protect people and the planet.

We have made significant progress

since launching One Planet in 2021

and are now preparing to build on

that for the future.”

Sarah Peers

Group Sustainability Director

Strategic initiative 2025 target

Progress against

2025 target

on page

Achieve net zero greenhouse

gas emissions

50% reduction in CO₂e (scopes 1 and 2) vs 2019*

20% reduction in energy vs 2019*

Deliver biodiversity net gain 5x operational footprint ‘offset’ 76

100% of OpCos complete a biodiversity initiative*

Implement environmental

improvements in our operations

15% reduction in water use vs 2019* 78

10% reduction in waste generation vs 2019*

Zero waste to landfill*

Transition from solvent-based to water-based paints

in our own operations*

All manufacturing sites certified to ISO 14001*

Grow sales of products with

quantified sustainability benefits

Zero single-use plastic or

non-recyclable packaging*†

Embed sustainability criteria in

supply chain management

80% of strategic suppliers assessed as meeting

sustainability standards*

Support the wellbeing of people

in our communities

150,000+ volunteering hours 81

£2 million in donations from OpCos

Up to £15 million donated through the Education

Fund by 2030

Summary of progress against key targets

As we complete five years of One Planet, below is a summary of the progress we have achieved against 17 key targets

that we set in 2021. Further detail of all One Planet targets and actions taken in respect of them can be found in pages

70 and 71.

* Excludes acquisitions. † Unless specified by customer requirements such as for sterile applications.

Target exceeded

Target fully met

Target progress but not fully met

Spirax Group plc Annual Report 202560

Strategic Report — Sustainability Report

During the year, we undertook a review and refresh of our

One Planet Strategy to ensure it remains fit for purpose in

an increasingly complex and rapidly evolving global context.

The external sustainability landscape continues to be shaped

by geopolitical and regulatory uncertainty, shifting stakeholder

expectations and growing scrutiny of Environmental, Social

and Governance (ESG) practices. Recognising that our

products and services are vital to helping customers to

optimise and reduce their energy consumption and increase

operational efficiency, we have evolved the One Planet

Strategy to drive long-term value creation and protection,

while increasing business resilience, with a sharper focus

on materiality and measurable impact. We are proud of the

progress we have made through the first phase of the One

Planet Strategy. We want to build on that success, while

applying lessons learned from areas where outcomes did not

meet expectations, to deliver targeted and impactful strategic

focus for the future.

Regulatory compliance

We continued to tailor our approach to sustainability reporting,

in line with evolving regulatory standards. We are actively

preparing for the anticipated UK Sustainability Reporting

Standards (UK SRS), ensuring our data and processes are

aligned with the expected requirements. We are also closely

monitoring updates in respect of the EU Corporate Sustainability

Reporting Directive (CSRD) as they will determine whether

the Group will be in scope. In the meantime, we remain

committed to compliance with existing requirements and

voluntary transparency, continuing to report through the

Carbon Disclosure Project (CDP) and maintaining our

membership in the United Nations Global Compact,

reflecting our dedication to responsible business practices

and long-term value creation.

One Planet strategic refresh process

The One Planet refresh was guided by a robust and inclusive

process to ensure it reflects both our external environment

and internal ambitions. We built on the double materiality

assessment, conducted in 2024 as part of our CSRD readiness

work, which involved extensive stakeholder engagement and

an evaluation of the financial impacts of sustainability issues

to identify our most material areas of focus. Throughout

2025, we deepened our engagement with customers, directly

and through our internal customer insights teams, to better

understand the sustainability issues most important to them.

We also considered the perspectives of investors, our colleagues

and other key stakeholders to ensure a balanced and

informed approach.

Having reached the five-year milestone of One Planet,

completed the refresh and secured next phase approval,

I will be leaving Spirax Group in April 2026. As I reflect on

my 13 years with the Group, I am immensely proud of the

significant progress we have made in both our own sustainability

performance and the important role we continue to play in

our customers’ sustainability journeys; strengthening the

Group’s position as a leader in industrial sustainability.

I am pleased to confirm that Sarah Makumbe, currently Group

Head of Sustainability Operations, will assume full ownership

of the Sustainability function as Group Head of Sustainability.

Sarah brings deep operational expertise and has been

instrumental in shaping our sustainability operations since

joining in 2025. Under her leadership, and with continued

Executive support, sustainability will remain at the heart of

the Group’s long-term success.

Sarah Peers

Group Sustainability Director

1. Discovery

and inputs

2. Strategy

development

3. Strategy refinement 4. Board approval

•

Trend analysis

•

Stakeholder

interviews

•

Voice of customer

•

Peer benchmarking

•

Regulatory review

•

Double Materiality

Assessment

•

Internal workshops

•

Strategic framework

and target development

•

Value proposition

development

•

Leadership alignment

•

Sustainable revenues

model development

•

Financial assessment

and planning

•

Operating model review

and update

•

Voice of customer

•

Internal validation

•

Refinement

•

Group Executive

Committee approval

•

Review and final

approval of refreshed

strategy and targets

Defining our refreshed One Planet Roadmap;

aligned to stakeholder needs

During 2025, we undertook a comprehensive process to ensure that our strategic refresh of One

Planet, which will be known as our One Planet Sustainability Roadmap (Roadmap), is strongly aligned

with our Together for Growth Strategy, recognising the role of sustainability in supporting our

long-term growth and resilience.

The refreshed Roadmap was created with the support of, and input from, the Group Executive Committee and was

approved by the Spirax Group Board in October 2025.

We will share more details of the refreshed Roadmap and targets during the second quarter of 2026 via our website

and will share our progress in the 2026 Annual Report.

Sustainability in action

Spirax Group plc Annual Report 2025 61

Strategic Report

Health andSafety

Alignment with UN SDGs

Group H&S Excellence Framework

(% complete⁵)

Bronze level

Silver level

Foundation level

1 Requiring first aid and above; per 100,000 work hours

2 Adjusted from 2.37 following an audit by Group EHS.

3 Adjusted from 2.31 following an audit by Group EHS.

4 Per 100,000 work hours and specified Serious Injuries as outlined

within the UK RIDDOR Regulations

5 Subject to ongoing review and validation by Group EHS.

All-workplace Injury Rate

2025

2024

2023

Serious Injury Rate⁴

2025

2024

2023

Driving a culture of continuous improvement

We remain committed to driving a culture of continuous

improvement across all our operations and we have made

positive advancements throughout the year through the

application of our Group Health and Safety (H&S) Excellence

Framework. We have also made good progress in targeted

risk reduction initiatives by developing new standards and

mandatory H&S instructions, as well as applying incident

learning and thematic assurance.

These initiatives underpin our structured approach to risk

management and continuous improvement, ensuring that

safety remains the priority in everything we do.

2.39

2.30

2.12

0.02

0.03

Our focus remains clear. We aim to reduce risk and prevent

harm, maintaining workplaces where everyone feels safe

and empowered to prioritise safety. In line with this focus,

during 2025 we:

Progressed the Group H&S Excellence Framework: our

Framework provides the structure for a consistent global

approach, continuous improvement, active engagement and

oversight on a wide range of risk reduction targets across

the areas of culture, assurance, risk and enablement. As

progression through the Framework becomes increasingly

rigorous, we are encouraged that 78% of companies

achieved Silver level in 2025. Silver level includes risk

control measures for contractor control, racking and lifting

operations, documented reviews of top risks, mental health

action plans, an enhanced focus on lock and tag out of

machinery and on delivering actions from the 2024 Safety

Culture survey.

Commenced a Group H&S systems efficacy project: it is

important that the Group has effective systems to allow us

to report consistently, monitor risk, track actions and

assurance and log the progress of investigations. Following

an extensive consultation in 2025 to assess system needs

across the Group, we are aiming to implement a new

consolidated online safety management system over the

next two years.

Invested in H&S talent: during the year, we focused on

competency pathways and development for the Global

H&S function, enabling our colleagues to continue to grow

their knowledge and skills in line with the needs of the

Businesses that they support. This included the Group

securing corporate membership with the Institute of

Occupational Safety and Health and supporting 23

colleagues in joining and commencing their continuing

professional development. In addition, 10 colleagues

successfully undertook additional Health and Safety

qualifications (Levels 3 to 6), further strengthening

their technical expertise and capability.

Maintained our Group H&S assurance: in 2025, a total

of 20 Group H&S audits (2024: 13) were undertaken at

operating companies. These visits enabled us to see the

progress being made and also provided an opportunity to

actively engage with and support our teams. Discussions

encapsulated a range of topics including leadership, culture,

action management and progress against the Group H&S

Excellence Framework. Relevant H&S investigations were

also discussed, including sharing lessons learned. During

these visits we saw progress, including visible safety

leadership, improved and more consistent approaches

to machine guarding, increased pedestrian safety on site

through segregation of pedestrians and vehicles and

enhanced contractor management. The levels of awareness,

commitment and engagement demonstrated by colleagues

during these visits are encouraging. Notwithstanding this

progress, we still have opportunities to further strengthen

risk identification, reduction and control in the following

areas: action management, machinery safety and

contractor control.

Spirax Group plc Annual Report 202562

Strategic Report — Sustainability Report — Responsible Business Foundations

Making the right choice, the safe choice

We believe colleagues across our Group understand the importance of safety, but we also know

that sometimes it can be hard to keep safety in focus every single day. This is especially

challenging when conducting routine, everyday tasks and also during busier times.

That’s why for the last three years we have held a Global

Safety Stand Down (GSSD) across our Group. The first

GSSD in 2024 was held in response to a colleague

sustaining a serious injury and the global event, where all

10,000 colleagues stopped work for at least an hour to

discuss safety, was mobilised within seven days of the

incident. Subsequent GSSD events in 2025 and 2026

were held in early January to ensure each year began

with helping colleagues to remember that Safety is our

number one priority as well as a core Value of the Group.

Through this forward-looking approach, in 2025 we

invited colleagues to discuss the merits of proactive

safety measures using the discussion framework of

‘what if’ rather than ‘if only’.

Our 2026 GSSD event was designed to build on these

themes to prompt colleagues to stay focused on being

proactive about addressing safety concerns and risks.

We approached this, firstly, by creating a range of

audience-specific topics to ensure that the GSSD

conversation was entirely relevant to the context in

which each colleague works, as well as the work they do.

Then, on 14 January, we asked every colleague across

the Group to ‘stand down’ from their work for at least an

hour to pause, reflect and actively think about the risks

they face, take or have taken.

The materials we shared to inspire their thoughts and

conversations included stories from colleagues who have

previously suffered a serious injury or were involved in a

high-potential near miss incident and who wanted to share

their story. In these videos, our colleagues spoke with

sincerity about the impact these events had on them and

their loved ones, as well as things they wish they had done

differently. One of the most impactful videos we shared

was recorded by Valdecir, the colleague whose injury

had sparked our first GSSD in 2024. He spoke about how

his accident had occurred and how it has affected him

personally and professionally and encouraged his

colleagues not to take risks with their safety and to

remember that they have family and loved ones waiting

for them to come home safely at the end of every shift.

Across all the videos shared by our colleagues, their

experiences varied, but a clear and consistent message

emerged: each incident offered valuable learning, not

only for the individuals involved, but for all of us as an

organisation. These stories remind us why creating the

conditions for safe work is essential and why we must

continue strengthening our systems, processes and

culture so that no colleague ever feels they need to

take a risk to get the job done.

We believe that this collective learning and continued

focus on prevention are contributing to the year-on-year

decline in our All-workplace Injury Rate.

Overall performance

Our underlying safety performance is improving.

Overall, incidents that resulted in confirmed lost time

(e.g. not including self-certification) have dropped from

52 in 2024 to 28, representing a reduction of 46%. In addition,

our All-workplace Injury Rate^ reduced from 2.30* at the

end of 2024 to 2.12* at the end of 2025, representing an

8% reduction. There were no fatalities during the period.

Disappointingly, serious injuries

increased overall, up from

3 in 2024 to 6 in 2025, with the frequency rate 0.02* in 2024

increasing to 0.03*. These serious injuries occurred within

four operating companies representing less than 10% of our

total colleague population. Each case has been thoroughly

investigated and the lessons learned were shared across

the Group to help prevent future occurrences.

Our approach to safety continues to evolve beyond traditional

reliance on lagging indicators such as injury rates and

lost-time incidents. These measures, while useful for

historical analysis, do not predict future risk or reflect the

strength of our safety systems. True progress comes from

learning why events happen through gaining a better

understanding, identifying underlying risks and sharing

insights across the Group. By focusing on lessons learned

rather than just statistics and with an increased emphasis

on every colleague’s power to ‘stop the job’, we build a

culture that values prevention, continuous improvement

and the wellbeing of every individual. These actions help

us to ensure safety is embedded in how we work every day.

That is why we aim to ensure that all incidents, including

near misses, are treated as learning events, as we believe

this focus on understanding the root cause has, in part,

contributed to the overall reduction in incidents.

Requiring first aid and above.

Per 100,000 work hours.

# To increase transparency and consistency, our Group moved from

an internal definition of serious injuries to the definition of specified

serious injuries as outlined within the UK RIDDOR Regulations.

Health and Safety in action

Hear our colleagues talk about why safety

is so important on spiraxgroup.com

Spirax Group plc Annual Report 2025 63

Strategic Report

From cultural strength to

performance advantage…

…how we are sustaining High Values

and accelerating High Performance.

2025 was a pivotal year for Spirax

Group. Alongside the launch of our

Together for Growth Strategy, we

placed renewed emphasis on

strengthening our culture as the

foundation of future performance.

Our approach focused on sustaining

our High Values culture, where our

six core Values guide daily behaviours,

helping colleagues feel supported

and included, while accelerating

High Performance to align with our

strategic ambitions.

Throughout the year, we engaged

around 500 senior leaders through

monthly calls, establishing a

consistent rhythm for translating

Group priorities into divisional

and local plans. These sessions

reinforced expectations, shared

progress being made by colleagues

across the Group and provided

tools for managing change. This

ongoing socialisation also helped

leaders understand how their work

contributes to the delivery of our

strategy, providing clarity around

how we’re all working together to

achieve our ambition.

Alongside this, the Colleague

Engagement Committee (CEC)

provided a direct mechanism for

Board-level workforce engagement.

In 2025, the Committee held 11

structured focus groups, engaging

more than 100 colleagues across

Businesses, functions and

geographies, supported by Board

site visits and virtual ‘Coffee Talks’.

These conversations offered deep

insight into colleague experiences,

perceptions of change and

opportunities for improvement.

Colleagues consistently referenced

Safety as our strongest Value,

citing visible leadership and the

confidence to raise concerns,

demonstrating the resilience of our

Values throughout transformation.

Feedback also highlighted strong

team cohesion and a ‘human’

environment shaped by flexibility,

wellbeing support and inclusive

policies, underpinned by our Group

Inclusion Commitments. These

commitments, including parental

leave, caregiving, menopause,

pregnancy loss, domestic abuse

support, LGBTQ+ inclusion and

hybrid working, continued to create

a globally consistent experience

while allowing for local adaptation.

Importantly, colleagues also shared

the challenges of operating in our

organisation, including the need for

improved cross-functional

collaboration, especially between

Sales and Supply teams, as well as

clearer processes and systems and

more support for managers leading

change. We responded with

targeted actions such as structured

collaboration workshops, process

development workshops and

further rolling out ‘self-directed

teams’, demonstrating active

listening and responsiveness.

To help embed High Performance,

we launched a ‘leading differently’

framework and a guide to help our

leaders and their management

teams navigate the changes with

clarity and consistency.

We also strengthened the

alignment between performance,

reward and strategy. This involved

sharpening the link between

individual performance and reward

outcomes. Bonus mechanics and

pay review processes now create

greater differentiation, ensuring

High Performance is more

meaningfully recognised.

These changes are underpinned

by a renewed emphasis on clearer

objectives, more rigorous mid-year

assessments and more frequent,

honest performance conversations,

enabling leaders to set focused

priorities and improve

accountability for delivery.

Together, these actions

helped maintain trust, clarity and

engagement during a period of

significant change. By combining

strategic alignment, visible

leadership, Board-level engagement,

inclusive practices and Values-based

decision making, Spirax Group is

building a culture where colleagues

can thrive and where sustained

High Values are now matched by

accelerating High Performance.

500

senior leaders engaged in new

strategy during 2025

>100

colleagues engaged in focus groups

Spirax Group plc Annual Report 202564

Strategic Report — Sustainability Report — Strategy in action — Organisational Fitness

Spirax Group plc Annual Report 2025 65

Strategic Report

People and Wellbeing

Alignment with UN SDGs

The wellbeing and mental health of our colleagues are

as important to us as their physical safety.

In a year with a more volatile and uncertain economic

environment, as well as political change and organisational

change within our Group, keeping a focus on wellbeing and

mental health was even more vital.

During 2025, we supported our colleagues through our free,

confidential global Employee Assistance Programme, promoting

this during periods of change such as restructuring activities in

Q1.

Every colleague globally could also access a paid annual

Wellbeing Day, an extra day of leave for personal fulfilment or

self-care. We continued to provide further support through our

Group Inclusion Commitments and activities run by our global

colleague networks (including a global men’s mental health

webinar), as well as resources like our World Mental Health Day

toolkit and online Wellbeing Academy. Further information is

available on our website.

Very often, we frame these activities through the lens of our

four Colleague Promises, you can read more on our website

spiraxgroup.com/en/life-at-spirax/why-work-here. During 2025,

we continued to bring these to life in various ways. We started the

year with a refreshed awareness campaign, for both new joiners

and existing colleagues, of what the Colleague Promises are and

why they matter. The campaign was rolled out internally via videos

featuring colleagues talking about why they work at Spirax Group,

including a viral online movement with the hashtag #whyworkhere,

with the topic further supported by working group discussion

sessions and an HR and line manager toolkit.

Key activities that supported our Colleague Promises across

the year included:

An inclusive culture based on Values

We ensured our six core Values remained visible throughout

the year. Our monthly Senior Leaders’ Briefing calls all started

with a Values moment and we continue to guide colleagues to

use the Values when thinking about how to approach certain

situations, for example when going through change or making

complex decisions. The Values underpin our inclusive culture

which incorporates our Inclusion Commitments and initiatives

like our colleague networks. You can read more about our

progress in both of these areas on page 64.

Development every day

Development every day is our promise to help colleagues

fulfil their potential. In 2025, we:

Launched Spirax Group Management Excellence Programme:

this new management development programme was launched

in January 2025 with more than 280 managers participating

during the year. The programme has four modules designed to

support managers to enhance trust, connectivity, performance

and inclusivity within their teams. Engagement results* for

managers who have attended the programme range from +2

to +21 points ahead, across a range of parameters, compared

to managers who have yet to attend. The programme is also

supported by an online community which brings together more

than 2,000 line managers from across the Group to connect

and share ideas, as well as to participate in further online

learning modules and development opportunities.

Held our Development Everyday Festival: our fourth annual

online development festival took place during one week in May

with over 3,000 participants across 20 different events. The theme

of ‘customer obsession’, drawn from our Vision and aligned

with our Together for Growth Strategy, was chosen to reinforce

the importance of understanding and anticipating customer

needs to drive growth. The sessions helped colleagues see

how their roles contribute to delivering exceptional customer

experiences, helping us stay competitive and relevant in a

changing market.

Highlights of the festival included:

Leadership insights: senior leaders shared perspectives

on why customer-centricity is critical for sustainable growth

and stakeholder value.

Interactive sessions: workshops focused on practical tools

for improving customer engagement and leveraging digital

platforms to enhance service delivery.

Capability and Belonging integration: sessions tied personal

development to customer outcomes, reinforcing our Colleague

Promises and growth mindset culture.

Future skills: spotlights on digital innovation and lifecycle

services, preparing teams for evolving customer expectations.

Meaningful work creating a sustainable future for all

Helping colleagues to understand all the ways in which they

make a difference as part of Spirax Group is key to engagement

and aligns with our Purpose and Vision. This Colleague Promise

featured within an ‘Engineering your everyday’ campaign at the

start of the year in which we explained how our Group contributes

to production of the various items found on a typical breakfast

table, such as coffee, tea, toast and orange juice.

Belonging to supportive teams and strong relationships

A standout feature from the results of our 2023 Colleague

Engagement Survey was that ‘Supportive teams and colleagues’

was the most popular response to the question ‘What is the best

thing about working at Spirax Group?’. In our 2025 survey, our

colleagues gave us the same feedback. The biennial survey is

the cornerstone of our listening activity which is pivotal for

understanding how colleagues feel about working at Spirax

Group and identifying what improvements can be made.

We launched the 2025 survey in September and were very

pleased to receive 83% voluntary participation for our

first entirely ‘paperless’ questionnaire.

The scores for ‘Engagement’ (pride, purpose and motivation)

and ‘Enablement’ (systems, process and environment) are

critical indicators of how colleagues feel about working here

and how well supported they feel to perform their roles. At

the Group level, we have held firm on our Engagement score

compared to 2023 and improved our positioning relative to

the Global Industrial Goods benchmark (+1), which we think is

a good outcome in a challenging year. Enablement has declined

by -3 points and sits -3 below the benchmark, which is not

unexpected given that the benefits of our ongoing investments

in system and process improvements have not yet been felt

across the organisation.

Around 650 line managers received the data for their teams,

comprising five or more members, in November. These

localised results were shared with teams across the Group

during the first quarter of 2026 and local action plans are being

developed in response.

* Based on data from the 2025 Colleague Engagement Survey.

Spirax Group plc Annual Report 202566

Strategic Report — Sustainability Report — Responsible Business Foundations

Women – 5 (2024: 5)

Men – 6 (2024: 6)

Non-binary and

other genders – none

Goal

40%

women

2024

Inclusion and Diversity

Alignment with UN SDGs

We believe diverse teams bring a variety of thinking, skills

and experiences that make us more innovative and creative.

When our teams work in a culture where everyone is treated

fairly and supported to thrive, we all benefit. That is both a

business performance imperative and a reflection of our

Values. We are, therefore, pleased with the progress we

have made towards our 2025 Group Diversity Goals while

recognising there is, as ever, more to do.

As of 31 December, women represented 45.5% of our

Board and 44.4% of our Group Executive Committee (GEC),

increasing from 40% and 12.5% respectively since 2022.

In line with our aspirations, gender diversity of direct reports

to our GEC rose from 31.5% women in 2024 to 42.0% women

by year end against a 2022 baseline of 35.3%. Combined,

gender diversity of our senior leadership (GEC and their direct

reports) increased from 33.3% women in 2024 to 42.4%

women by December 2025, achieving our 40% goal.

The February 2026 report of the FTSE Women Leaders

Review (based on data as of 31 October 2025), ranked us

as 20th in the FTSE 100 for gender diversity at Board and

senior leadership levels. This was an increase of 40 places

since 2024 (when we were ranked 60th). Along with HSBC

Holdings, we were also named as the FTSE 100 company

making the most progress on gender diversity from 2024 to

2025. In addition, we continue to benefit from and meet both

the Review and the FCA’s expectation of having a woman in

one of our ‘four key roles’ (Chief Financial Officer).

While external recognition is not the driver of our inclusion

work, it was encouraging to see our progress acknowledged

in 2025. Highlights included:

•

Being named a Women in Work Gender Equity Measure

‘Trailblazer’, placing in the top 10 of 400 companies for

Board diversity, closing the UK gender pay gap and

family-friendly employment policies

•

Ranking among the UK’s Top 10 Most Faith-Friendly FTSE

100 employers in the Religious Equity, Diversity &

Inclusion (REDI) Monitor

•

Advancing to Tier 2 Employer status in the CCLA UK

Corporate Mental Health Benchmark

Our global graduate programme continues to attract a diversity

of top talent. In 2025, 66.6% of our global intake were women.

Women now make up 27.5% of our total workforce, an increase

on our 2022 baseline of 24.5%, though short of our minimum

30% aspiration. In commercial leadership roles, gender

diversity rose from 10% women in 2022 to 15.9%, which is

still below our 20% goal. While this represents progress,

we recognise there is more to do and we will focus on better

understanding the barriers and on determining how best to

support colleagues from all genders to succeed in this field.

The 2025 Colleague Engagement Survey also revealed that our

Group Inclusion Index increased (+3) compared to 2023 and

now exceeds the Global Industrial Goods Benchmark (+5).

In the UK, we report our Gender Pay Gap for three entities:

Spirax-Sarco Ltd, Watson-Marlow Ltd and Aflex Hose Ltd.

We additionally voluntarily disclose data for our combined

total UK workforce (including our companies that would not

otherwise be captured under statutory reporting requirements).

Last year, we were pleased to report continued improvements

in the reduction of our UK gender pay gaps. Spirax Group’s

mean and median pay gaps again reduced to 4.9% (down

from 8.6% in 2023) and 4.0% (down from 7.8% in 2023)

respectively. The continued focus on inclusive recruitment

practices contributed to our UK workforce maintaining a

population of circa 30% women. Representation of women

at the most senior levels across the Group resulted in 7%

more women being paid in the Upper Quartile and 5% more

women being paid in the Upper Middle Quartile compared

to our 2023 report.

Our 2024 consolidated Gender Pay Gap Report

and individual entity reports (published April 2025) are

available on Spirax Group’s website spiraxgroup.com/

sustainability-downloads; individual reports for

Spirax-Sarco, Watson-Marlow and Aflex Hose

are also available on the UK government website:

www.gov.uk/find-gender-pay-gap-data.

Diversity goals

Gender – Board of Directors*

Goal

40%

women

2024

2025

54.5%

42.4%

72.5%

45.5%

57.6%

27.5%

Gender – senior leadership*˄ Gender – total workforce*

2025 2025

Women – 25 (2024: 21)

Men – 34 (2024: 42)

Non-binary and

other genders – none

Women – 2,769 (2024: 2,717)

Men – 7,303 (2024: 7,243)

Non-binary and

other genders – no data available

At 31 December 2025.

‘Senior leadership’ means

GEC and their direct reports.

45.5%

33.3%

27.3%

54.5%

66.7%

72.7%

Goal

30%

women

2024

Read more around our Gender

and Ethnicity Diversity goals

on our website spiraxgroup.

com/diversity-goals

Spirax Group plc Annual Report 2025 67

Strategic Report

We continue to meet the UK Parker

Review’s expectation of having a least

one Board Director from a minority

ethnic background, with two Board

Directors from such backgrounds.

Additionally, by December 2025,

24.0% of our GEC direct reports were

from under-represented ethnic groups

(in a global context), up from 9.8% in

2022 and exceeding our 2025 goal

of 20%.

In 2026, we will assess where further

progress is needed on diversity and set

out our next steps. In support of the UK

Parker Review, we have already set

goals for 25% of senior leaders globally

and 18% of UK-based senior leaders to

be from under-represented ethnic

groups by December 2027. At the end

of 2025, these stood at 22.4% and

14.3% respectively.

You can read more about our efforts

to support inclusion during 2025 to

drive these outcomes on our website

spiraxgroup.com.

We additionally continue to work

towards being able to voluntarily report

our UK Ethnicity Pay Gap, with a focus

on building data in 2026.

In line with Listing Rule 6.6.6R (9), data

used to compile diversity information

is based on internal HR records for our

executive management. For the Board

of Directors, we seek individual

permission to share this data on an

annual basis. As a UK-listed company,

we use the UK Office of National

Statistics ethnicity classifications

for England and Wales and also

allow Directors to self-describe or

opt out of sharing this information.

Inclusion and Diversity continued

At Spirax Group, we welcome applications from candidates of all backgrounds.

We strive to maintain recruitment processes that are fair, inclusive and free from

bias. We also ensure our employment practices are legally compliant wherever

we operate. Our aim is to find the best talent and recruit the best person for the

job, whatever the role. After all, being able to benefit from a great diversity of

talented colleagues makes us a stronger business.

As 31 December 2025, the Company has met or exceeded FCA targets outlined

in UKLR 6.6.6R(9). We surpassed the requirement for at least 40% female Board

representation, achieving 45.5% and exceeded the target for at least one Board

member from a minority ethnic background, with two of our Board members

currently meeting the criteria. We also met the third target of one of the senior

Board positions (Chair, CEO, CFO or SID) held by a woman. This commitment is

further supported by the FTSE Women Leaders Review, of which Nimesh Patel,

our Group Chief Executive Officer, was Co-Chair until February 2026. The Review

seeks to increase the representation of women in senior leadership roles in the

FTSE 350 and top 50 private companies in the UK. Additionally, two of our Board

Committees, the Remuneration Committee and the Colleague Engagement

Committee are currently chaired by women: Maria Antoniou and Caroline

Johnstone, respectively.

Gender identity

Number

of Board

members % of Board

Number

of senior

positions on

the Board *

Number in

executive

management

% of

executive

management

Men 6 54.5% 3 5 55.6%

Women 5 45.5% 1 4 44.4%

Non-binary and

other genders — — — — —

Not specified/

prefer not to say — — — — —

Ethnic background

Number

of Board

members % of Board

Number

of senior

positions on

the Board *

Number in

executive

management

% of

executive

management

White British or other

White (including

minority White groups) 9 81.8% 3 8 88.9%

Mixed/multiple

ethnic groups — — — — —

Asian/Asian British 1 9.1% 1 1 11.1%

Black/African/

Caribbean/Black British 1 9.1% — — —

Other ethnic group,

including Arab — — — — —

Not specified/

prefer not to say — — — — —

* Group CEO and CFO, SID and Chair.

Spirax Group plc Annual Report 202568

Strategic Report — Sustainability Report — Responsible Business Foundations

Alignment with UN SDGs

At Spirax Group, our approach to governance and risk

management is fundamental to how we deliver sustainable

value for all stakeholders. Our commitment to ethical

business conduct is not just a matter of policy, it is embedded

in our culture, decision making and day-to-day operations.

The key themes that underpin our approach are:

Sustainable business

Sustainable business is at the heart of our strategy.

We recognise that growth must be achieved in a way that

is compliant, responsible and aligned with our Group’s risk

appetite and our Values. Our governance framework is designed

to integrate risk management to ensure that every Group

company and function operates with a clear understanding

of both the opportunities and risks inherent in our activities.

During 2025, we began enhancing our enterprise risk framework

to align with our Together for Growth Strategy, focusing on

improving consistency in the way we identify, monitor,

report and manage risks internally.

Compliance by design

Compliance by design means ensuring our policies, processes

and tools to address the main compliance risks we face are

integrated into the way we work. This approach enables us

to identify, assess, manage and monitor risks effectively,

while ensuring accountability and strategic alignment.

During 2025, we continued to make progress on reducing

and consolidating the number of banking partners and enhanced

our due diligence capabilities on business partners. We also

made progress in strengthening alignment across our risk

management framework, from risk identification activities

to controls and assurance, to more consistently capturing

opportunities for improvement. We have also deepened our

capabilities in a number of areas including business continuity

and cybersecurity to increase resilience, as well as improve

the speed and quality of decision making. We initiated reviews

of our contracting practices, as well as our compliance

frameworks covering economic sanctions and export

controls, with a view to strengthening these further.

In addition, we have continued to focus on reducing

counterparty risk through our banking relationships

and credit assessments of customers.

We know that strong compliance and effective governance

allow our Businesses to better assess and manage risks.

A culture of accountability underpinned

by core Values

We are committed to fostering a culture of accountability

at every level. Leaders and teams are expected to identify,

plan, track and measure the initiatives for which they are

responsible and to act swiftly if issues arise. Regular

business reviews and open channels for feedback ensure

that concerns are addressed early, rather than waiting for

formal reporting cycles.

We also remind our teams that delivering results ‘the right

way’ is non-negotiable. This means not only achieving

financial targets but also ensuring compliance, customer

satisfaction and ethical conduct. These messages were

delivered to the Group’s 60 most senior leaders at our annual

Group Leadership Conference. We also reminded them that

our Values are the foundation for all our actions as we strive

Ethical

Business

to be a High Performance, as well as a High Values,

organisation.

By applying our Values as a ‘north star’, we empower our

people to make the right decisions, even in complex or

ambiguous situations. We are clear that some risks may be

worth taking if they are adequately assessed, managed well

and help the Group to achieve its objectives, but others, such

as legal compliance and ethical conduct, are not.

By fostering a culture where integrity and honesty drive

every decision, we aim to protect the Group’s reputation,

support sustainable growth and create lasting value for

our investors and stakeholders.

You can read more about our six core Values on the inside front cover

and page 64

Internal controls

During the year, we continued to advance our multi-year

internal financial controls programme ‘G3’. Building on the

success of G3 and with the changes to the UK Corporate

Governance Code 2024, we have extended its scope to

cover material non-financial reporting, operational and IT

controls and compliance activities. Together with our ongoing

initiative to refresh our approach to risks identification, monitoring

and assessment, G3 has driven significant improvements to

governance, risk management and internal controls. The

initiative broadened the scope of assurance beyond financial

processes to encompass operational and compliance areas,

supporting readiness for the UK Corporate Governance

Code Provision 29 attestation. Key enhancements included

a review of and changes to key Risk and Control Matrices

(RACMs) for systematic risk identification. In 2026, our

focus will be on defining and deploying Key Risk Indicators

and Key Performance Indicators to enable more proactive

oversight. Risk forums and enhanced escalation protocols

improved enterprise visibility and assessment of key risks,

providing the ability to ensure alignment with key controls.

These measures reinforce resilience, efficiency and robust

evidence of control effectiveness across the Group.

The output of the G3 programme will form the basis of our

Provision 29 attestation next year.

Whistle-blowing

We encourage colleagues to be vigilant and proactively

report any concerns they have. Our independent, third-party

whistle-blowing service, Safecall, is available in every country

where we work, in the local language, enabling colleagues to

report any suspected unethical, illegal or concerning conduct

quickly and confidentially.

In 2025, 63 (2024: 71) reports were raised globally via this

service. All reports were investigated by senior management

and action taken if necessary, with summaries of reports and

related actions reviewed by the Audit Committee.

Training

We continue to mandate that all colleagues with a company

email address complete our Group Essentials training programme

when joining the Group. Training and ongoing learning by all

our colleagues help us remain vigilant. By the end of the year

over 7,376 (2024: 7,234) colleagues across the Group had

completed Anti-Bribery and Corruption training and 6,593

(2024: 6,862) had completed Corporate Criminal Offence

training. The Introduction to Sustainability course was

completed by 7,942 (2024: 7,546) colleagues and Health

and Safety at Work by 7,368 (2024: 7,430) colleagues.

Gifts, Entertainment and Hospitality

In accordance with our Gifts, Entertainment, and Hospitality

Policy, we maintain an online Gifts Register. Colleagues are

required to record any gifts received or given, to ensure

our actions align with Company policy and comply with

legal requirements.

Spirax Group plc Annual Report 2025 69

Strategic Report

25,310

21,603

17,487

155,334

163,788

145,115

137,486

100

135,530

144,885

139,030

136,192

Achieve net zero

greenhouse

gas emissions

Deliver biodiversity

net gain

Implement environmental

improvements in

our operations

Grow sales of products

with quantified

sustainability benefits

Embed sustainability

criteria in supply

chain management

Support the

wellbeing of people

in our communities

Key strategic targets

•

Net zero scopes 1 and 2 greenhouse

gas (GHG) emissions by 2030, with an

interim target of a 50% reduction

(compared to 2019) by 2025

•

20% reduction in Group energy use

(compared to 2019) by 2025

Approved SBTi targets

•

Reduce absolute scopes 1, 2 and 3 GHG

emissions by 50.4% by 2032 compared

to a 2021 baseline

•

Net zero GHG emissions across the

value chain by 2050

Key strategic targets

•

Deliver a biodiversity ‘offset’ equivalent to

5x our global operational footprint by 2025

•

Deliver biodiversity net gain of +10% for all

new manufacturing sites and facilities*

•

Deliver at least one biodiversity initiative

per operating company, on site or in the

local community, by 2025

* Quantification of net gain will be focused on large

development projects, where locally specific net

gain methodologies will be applied, similar in

approach to the UK’s DEFRA methodology.

Key strategic targets

•

Reduce water consumption by 15%

(compared to 2019)

•

Achieve zero waste to landfill

•

Reduce waste generated by our sites by

10% (compared to 2019)

•

All manufacturing sites certified to ISO

14001 standard or equivalent by the end

of 2025

•

Eliminate the use of solvent-based

paints on our sites by the end of 2025

(update: paused in STS and ETS

in 2024)

Key strategic targets

•

Quantify the sustainability benefits and

whole lifecycle carbon footprint of some

existing product groups and all new

products

•

Grow sales of products with quantifiable

sustainability benefits to customers

•

Eliminate all single-use plastic (SUP)

and non-recyclable packaging by 2025,

unless specified by customer

Key strategic targets

•

80% of strategic and high-risk suppliers

assessed as meeting or exceeding our

sustainability standards by 2025

Key strategic targets

•

Deliver 150,000+ hours (cumulative) of

colleague volunteering globally by 2025

•

£2 million of cash or in-kind donations

(cumulative) made by our operating

companies by 2025

•

Establish the Spirax Group Education

Fund and donate up to £15 million

by 2030

Progress to date

•

62% decrease in scopes 1 and 2

emissions (market-based) since 2019

•

20% reduction in Group energy use

since 2019

•

87% electricity from renewable sources

in 2025

Progress to date

•

5x biodiversity ‘offset’ of our global

operational footprint since 2021*

•

2,756 acres of land protected

since 2021

•

10% biodiversity net gain achieved and

externally verified for three sites

•

100% of operating companies have

delivered at least one biodiversity

initiative since the launch of the One

Planet Strategy in 2021

* Acquisitions included in our operational footprint

since 2022.

Progress to date

•

25% reduction in water consumption

since 2019

•

5% waste to landfill in 2025

•

13% decrease in waste generation since

2019

•

20 (of 23) manufacturing sites certified

to ISO 14001

•

All solvent-based paint eliminated in

WMFTS

Progress to date

•

27 Life Cycle Assessments completed

since 2021

•

14.8 million tonnes of carbon saved

annually by customers purchasing

products sold in 2025

•

204 million GJ of energy saved annually

by customers purchasing products sold

in 2025

•

80.5 million m

of water saved annually

by customers purchasing products sold

in 2025

* From 16 product ranges included in our third-party

verified methodology.

Progress to date

•

988 strategic suppliers in the Supplier

Sustainability Portal who are required to

complete a full assessment and c. 2,000

suppliers who we monitor remotely

•

96% of direct material suppliers have

signed the Supplier Sustainability Code

(by number)

•

98% of direct material suppliers have

signed the Supplier Sustainability Code

(by spend)

* Percentage of the total number of suppliers with an

annual spend of over £15,000 and all suppliers that

are deemed potentially high risk on the basis of

geographic location or commodity type.

Progress to date

•

>109,000 volunteering hours delivered

since 2021

•

£1.4 million cash or in-kind donations

made by Group companies since 2021

•

£4.1 million donated by the Spirax

Group Education Fund, since it began

operating in 2022

One Planet initiatives at a glance

Unless otherwise stated, data on pages 70 and 71 excludes 2022 acquisitions (Vulcanic and Durex Industries),

to demonstrate underlying progress against our One Planet targets, since the launch in 2021.

Read more about environmental

improvements on pages 77 and 78

Spirax Group plc Annual Report 202570

Strategic Report — Sustainability Report — Strategic initiatives

76.0

96.0

96.2

188,500

335,500

224,500

187,318

Achieve net zero

greenhouse

gas emissions

Deliver biodiversity

net gain

Implement environmental

improvements in

our operations

Grow sales of products

with quantified

sustainability benefits

Embed sustainability

criteria in supply

chain management

Support the

wellbeing of people

in our communities

Key strategic targets

•

Net zero scopes 1 and 2 greenhouse

gas (GHG) emissions by 2030, with an

interim target of a 50% reduction

(compared to 2019) by 2025

•

20% reduction in Group energy use

(compared to 2019) by 2025

Approved SBTi targets

•

Reduce absolute scopes 1, 2 and 3 GHG

emissions by 50.4% by 2032 compared

to a 2021 baseline

•

Net zero GHG emissions across the

value chain by 2050

Key strategic targets

•

Deliver a biodiversity ‘offset’ equivalent to

5x our global operational footprint by 2025

•

Deliver biodiversity net gain of +10% for all

new manufacturing sites and facilities*

•

Deliver at least one biodiversity initiative

per operating company, on site or in the

local community, by 2025

* Quantification of net gain will be focused on large

development projects, where locally specific net

gain methodologies will be applied, similar in

approach to the UK’s DEFRA methodology.

Key strategic targets

•

Reduce water consumption by 15%

(compared to 2019)

•

Achieve zero waste to landfill

•

Reduce waste generated by our sites by

10% (compared to 2019)

•

All manufacturing sites certified to ISO

14001 standard or equivalent by the end

of 2025

•

Eliminate the use of solvent-based

paints on our sites by the end of 2025

(update: paused in STS and ETS

in 2024)

Key strategic targets

•

Quantify the sustainability benefits and

whole lifecycle carbon footprint of some

existing product groups and all new

products

•

Grow sales of products with quantifiable

sustainability benefits to customers

•

Eliminate all single-use plastic (SUP)

and non-recyclable packaging by 2025,

unless specified by customer

Key strategic targets

•

80% of strategic and high-risk suppliers

assessed as meeting or exceeding our

sustainability standards by 2025

Key strategic targets

•

Deliver 150,000+ hours (cumulative) of

colleague volunteering globally by 2025

•

£2 million of cash or in-kind donations

(cumulative) made by our operating

companies by 2025

•

Establish the Spirax Group Education

Fund and donate up to £15 million

by 2030

Progress to date

•

62% decrease in scopes 1 and 2

emissions (market-based) since 2019

•

20% reduction in Group energy use

since 2019

•

87% electricity from renewable sources

in 2025

Progress to date

•

5x biodiversity ‘offset’ of our global

operational footprint since 2021*

•

2,756 acres of land protected

since 2021

•

10% biodiversity net gain achieved and

externally verified for three sites

•

100% of operating companies have

delivered at least one biodiversity

initiative since the launch of the One

Planet Strategy in 2021

* Acquisitions included in our operational footprint

since 2022.

Progress to date

•

25% reduction in water consumption

since 2019

•

5% waste to landfill in 2025

•

13% decrease in waste generation since

2019

•

20 (of 23) manufacturing sites certified

to ISO 14001

•

All solvent-based paint eliminated in

WMFTS

Progress to date

•

27 Life Cycle Assessments completed

since 2021

•

14.8 million tonnes of carbon saved

annually by customers purchasing

products sold in 2025

•

204 million GJ of energy saved annually

by customers purchasing products sold

in 2025

•

80.5 million m

of water saved annually

by customers purchasing products sold

in 2025

* From 16 product ranges included in our third-party

verified methodology.

Progress to date

•

988 strategic suppliers in the Supplier

Sustainability Portal who are required to

complete a full assessment and c. 2,000

suppliers who we monitor remotely

•

96% of direct material suppliers have

signed the Supplier Sustainability Code

(by number)

•

98% of direct material suppliers have

signed the Supplier Sustainability Code

(by spend)

* Percentage of the total number of suppliers with an

annual spend of over £15,000 and all suppliers that

are deemed potentially high risk on the basis of

geographic location or commodity type.

Progress to date

•

>109,000 volunteering hours delivered

since 2021

•

£1.4 million cash or in-kind donations

made by Group companies since 2021

•

£4.1 million donated by the Spirax

Group Education Fund, since it began

operating in 2022

1,182,307

1,036,715

818,964

Read more about sustainable products on

page 79

Read more about sustainable supply chains

on page 80

Read more about supporting our communities

on page 81

2025

2024

2023

Baseline: 0

Spirax Group Education Fund donations £

Target: Cumulative £2 million (2021-2025)

2025

2024

2023

Baseline: 188,500

Operating company cash/in-kind

donations £ (excluding acquisitions)

5,311

24,973

29,417

21,476

2025

2024

2023

Target: Cumulative 150,000 hours (2021–2025)

Baseline: 5,311

Colleague volunteering

hours (excluding acquisitions)

931

1,028

988

2025

2024

2023

Baseline: 0

Number of Strategic Suppliers in the

Supplier Sustainability Portal

(excluding acquisitions)

2025

2024

2023

Target: 100%

Suppliers who have signed the updated

Supplier Sustainability Code

% (excluding acquisitions)

Baseline: 0

* 2025 figure reduced due to Operational Excellence

supplier consolidation.

Spirax Group plc Annual Report 2025 71

Strategic Report

13,12118,537

7,91217,405

3,19716,223 19,420

25,317

31,658

Net zero GHG emissions

Group GHG emissions (scopes 1 and 2)

tonnes CO

e (location-based) (including acquisitions)

2025

2024

2023

Baseline: 49,282 Scope 1 Scope 2

UK GHG emissions intensity (scopes 1 and 2) tonnes CO

e per

£m reported revenue (market-based) (including acquisitions)

2025

2024

2023

UK GHG emissions (scopes 1 and 2)

tonnes CO

e (market-based) (including acquisitions)

2025

2024

2023

Baseline: 11,896 Scope 1 Scope 2

Group GHG emissions (partial scope 3) tonnes CO

(well-to-tank and transmission and distribution losses) (including

acquisitions)

2025

2024

2023

★ Metric assured by Deloitte.

Group GHG emissions intensity (scopes 1 and 2)

tonnes CO

e per £m reported revenue (market-based)

(including acquisitions)

2025

2024

2023

Baseline: 37.8

Baseline: 111.6

UK GHG emissions (scopes 1 and 2)

tonnes of CO

e (location-based) (including acquisitions)

2025

2024

2023

Scope 1 Scope 2 Baseline: 10,595

Group GHG emissions (full scope 3)

tonnes CO

e (including acquisitions)

2024

2023

2021

Group GHG emissions (scopes 1 and 2)

tonnes CO

e (market-based) (including acquisitions)

2025

2024

2023

Baseline: 52,672 Scope 1 Scope 2

Alignment with UN SDGs

21,97318,537

21,67517,405

20,87516,223

37,098

39,080

40,510

4,1154,337

3,6873,679

3,3442,898 6,242

7,366

8,452

18.8

15.2

11.4

38.3

32.6

25.7

11,240

10,644

10,276

25,051,918

26,297,438

22,839,702

★

464,337

1273,679

1122,898

3,010

3,806

4,383

Target: 26,336

Spirax Group plc Annual Report 202572

Strategic Report — Sustainability Report — Strategic initiatives

Progress¹

We achieved our One Planet net zero interim target to

reduce our scopes 1 and 2 emissions (on a market basis) a

year early and have continued to make further progress

against our 2030 target. Excluding 2022 acquisitions, at

17,487 tonnes CO

e (tonnes) our emissions were 19% lower

than 2024 and 62% lower than 2019.

Vulcanic and Durex Industries, acquired in 2022 and part of the

ETS Business, have continued working to meet our standards

and adopt our One Planet Strategy. Combined, they have

reduced their scopes 1 and 2 emissions by 70% since 2019 and

48% since 2024. Including these acquisitions and re-baselining

to 2019, absolute Group CO

e emissions have fallen by 63%

since 2019, and 23% since 2024.

In 2025, we benefited from the full-year impact of green

energy contracts introduced in 2024 at several sites,

including Vulcanic Sonneberg (Germany), WMFTS Shanghai

(China) and multiple ETS locations across North America.

These efforts, alongside our self-generation capacity,

proportionally increased our use of renewable electricity. As

a result, 89% of our electricity in 2025 was either purchased

or self-generated from renewable sources, increasing from

62% in 2024.

The transition of our global fleet to electric vehicles (EVs)

continues to advance, with EVs now comprising 24% of the

fleet, an increase from 16% in 2024. This development

underscores our continuing commitment to renewable energy

solutions and a strategic reduction in fossil fuel dependency.

Greenhouse gas (GHG) emissions

Scopes 1 and 2

In addition to the strong progress against our scopes 1 and 2

absolute emissions reduction target, highlighted above, we

have seen strong reductions in Group GHG emissions on an

intensity basis. Our 2025 emissions were 70% lower on an

intensity basis, at 11.4 tonnes per million pounds of reported

revenue, (including acquisitions) than our 2019 baseline.

Year-on-year, Group GHG emissions were 25% lower on an

intensity basis vs 2024 (including acquisitions).

The UK accounted for 15% of our Group GHG emissions in

2025 (including acquisition), with 3,010 tonnes being

generated in total and an intensity of 25.7 tonnes per million

pounds of reported revenue. These emissions are comprised

of 2,898 tonnes of scope 1 and 112 tonnes of scope 2

calculated using market-based emission factors. In 2025,

our UK emissions decreased by 21% compared to 2024.

Annealing furnaces, used at our ETS sites, are among our

largest energy users and significant GHG emissions

contributors. In 2024, we commenced a project to optimise

and upgrade these furnaces to reduce their GHG impact and

improve manufacturing flexibility. In 2025, new annealing

furnaces at Chromalox Ogden, Utah (USA) and Vulcanic

Saint-Florentin (France) reduced GHG emissions by

approximately 255 tonnes as well as reducing atmospheric

gases such as NOx and fully eliminating the use of ammonia

in the Ogden furnace.

Other initiatives across the Group:

•

In January 2025, our ETS EMEA manufacturing sites

entered into new regional green energy contract agreements,

reducing our scope 2 emissions by approximately 1,500

tonnes CO₂e. In addition, during 2025 we realised the

full-year benefit of ETS North America green energy

contracts, with an annual reduction of scope 2 emissions

of approximately 7,600 tonnes CO₂e

•

Our STS colleagues held an EV webinar in February 2025

which was attended by General Managers, Sales

Managers, fleet champions and sustainability teams

helping drive continued adoption of EV vehicles. During

the year our STS sites completed a bottom-up exercise to

assess their realistic opportunity to transition to EVs by

2030, supporting net zero modelling during the One

Planet refresh

Deloitte has provided independent limited assurance in

accordance with the International Standard for Assurance

Engagements 3000 (ISAE 3000) and Assurance

Engagements on Greenhouse Gas Statements (ISAE 3410)

over selected GHG metrics for 2025, identified with ★.

Deloitte’s full unqualified assurance opinion, which includes

details of the metrics assured, can be found at

spiraxgroup. com/sustainability-downloads.

Scope 3 emissions

Given the complexity involved in calculating scope 3 emissions,

we report our full scope 3 footprint with a one-year time lag.

In 2024, our total Group scope 3 emissions were 22.8 million

tonnes CO₂e including acquisitions. Our total Group scope 3

emissions decreased by 13% compared to 2023, driven by

grid greening and sales mix. Grid greening will continue to

be essential for achieving our 2050 net zero emissions

target. However, as this is outside of our control, we focus

our scope 3 reduction efforts where we have influence and

can collect robust data. Good progress has been made in

improving the accuracy of data in key categories,

particularly category 1 (purchased goods and services) and

category 4 (upstream transportation and distribution).

However, our scope 3 reporting still relies heavily on

estimates and assumptions.

In 2024, 97% of our total scope 3 emissions were category

11 (use of sold products), primarily from products sold by

ETS. These products transfer electric energy in the form of

heat into industrial processes. When calculating these

emissions, we apply local grid emissions factors for all

products sold, which is likely to over-estimate emissions as

an unknown proportion of customers will use green energy

to power their sites.

Achieving our 2050 net zero target will depend largely on

global grid greening because the transition will help reduce

emissions linked to our customers’ electricity use. In

addition, as data availability matures, we may incorporate

customer-specific emissions factors, reflecting their green

energy contracts and actual product usage data, which

would further support emissions reductions.

During the year we participated in various peer working

groups, policy consultations and industry body forums (e.g.

Electrify Industry – UK, Renewable Thermal Collaborative)

and aim to use advocacy and thought leadership to help

influence externalities such as grid greening and the energy

efficiency movement, which will benefit both us and our

value chain with their decarbonisation ambitions.

1 All GHG and energy data pre-2023 labelled as ‘including acquisitions’

has been restated to include Vulcanic and Durex Industries using

estimated data, with actual data for Vulcanic and Durex Industries

included from 2023.

Spirax Group plc Annual Report 2025 73

Strategic Report

Net zero GHG emissions continued

Group energy intensity

MWh per £m of reported revenue (including acquisitions)

2025

2024

2023

Baseline: 137.3

UK energy intensity

MWh per £m of reported revenue (including acquisitions)

2025

2024

2023

Baseline: 475.2

Energy performance and management

Total Group energy use decreased by 2% against 2024,

with a 20% reduction since 2019, excluding acquisitions.

Including acquisitions, total Group energy use decreased

by 3% compared to 2024 and was down 18% against 2019,

with 2019 re-baselined to include acquisitions to allow

like-for-like comparison.

The UK accounted for 22% of the Group’s total energy

usage in 2025, including acquisitions, at 33,974MWh, and

decreased by 6% compared with 2024 and was 33% lower

than 2019.

On an intensity basis, year-on-year Group energy use

decreased by 5% to 91.9MWh per million pounds of reported

revenue and UK energy use intensity decreased by 6% to

290.2MWh per million pounds of reported revenue, both

including acquisitions. Energy intensity for the UK is high

compared to the Group as a whole as we develop, test

and manufacture products in the UK for sale across

global markets.

We have continued the roll out of Strata, our digital energy

monitoring and metering system, across our legacy and key

acquisition sites, with six ETS sites being added in 2025.

These ETS sites have monthly monitoring and data

governance calls with their sustainability teams to review

the live data, identify future areas for improvement and

ensure the efficacy of reduction projects in place. Digital

metering and monitoring are now in place in 31 of our 33

manufacturing sites and are supporting the energy

reductions we are seeing across our global operations.

Other initiatives across the Group included:

•

At ETS Chromalox Ogden, Utah (USA) a retrofit of an

Exothermic Atmosphere generator led to a 12% reduction

in natural gas. At Chromalox La Vergne, Tennessee (USA)

our team implemented weekend temperature setbacks

which have led to an annual 13% energy saving

•

At our WMFTS sites in Devens, Massachusetts (USA),

Falmouth, Cornwall (UK) and Huddersfield (UK), our solar

panels have produced 1,442MWh of electricity, supporting

increasing demands for electricity as production output

increases. Devens also started implementing an energy

reduction plan focused on areas such as the cleanroom

Heating, Ventilation and Air Conditioning (HVAC) system

where best practice and learnings from across the Group

have been shared. WMFTS Bredel (Netherlands) made

considerable energy savings by installing a new air extraction

unit in the paint shop and insulating boiler house piping

•

Aflex Hose Limited (UK), part of WMFTS, achieved energy

reductions through efficiency initiatives including a heat

recovery project, reducing fan speeds and introducing

weekend setbacks on air handling units

•

In STS efficiency improvements were made in China,

Argentina and Blythewood (USA) where boiler operation

controls and HVAC configurations were optimised to use

less fuel and improve energy efficiency

Group energy consumption

MWh (including acquisitions)

2025

2024

2023

Baseline: 191,282

UK energy consumption

MWh (including acquisitions)

2025

2024

2023

Baseline: 50,663

41,891

36,037

33,974

98.9

96.9

91.9

366.0

308.8

290.2

★

Metric assured by Deloitte.

Target: 153,056

161,433

166,356

156,582

★

Spirax Group plc Annual Report 202574

Strategic Report — Sustainability Report — Strategic initiatives

Transition plan

We have developed a transition plan to support our

commitment to achieving net zero GHG emissions across

our entire value chain by 2050. Our transition plan sets out

the strategic actions, governance frameworks and targets

that will guide us in reducing emissions, enhancing resilience

and fostering innovation throughout our operations and

supply networks. The transition plan, based on our detailed

internal roadmap can be found at: spiraxgroup.com/

sustainability-downloads

Methodology statement

We employ an ‘operational control’ definition to outline our

carbon footprint boundary. Included within that boundary

are manufacturing facilities and administrative and sales

offices where we have authority to implement our operating

policies. For all entities, we have measured and reported

on our scope 1, scope 2 and (partial) scope 3 emissions.

We have used the GHG Protocol Corporate Accounting and

Reporting Standard and the GHG Protocol Data Hierarchy,

striving for the highest precision possible.

We reference DEFRA factors (2025 Greenhouse Gas

Reporting: Conversion Factors 2025) for most scope 1 data

categories (including fuel and natural gas). For scope 2

electricity emissions, DEFRA factors are used for the UK;

for other countries, the International Energy Agency (IEA)

(IEA Emission Factors Package – 2024 edition) and the US

Environmental Protection Agency (EPA) (Year 2023 Data)

are the primary sources used. Other sources are applied for

local scope 2 electricity factors (where appropriate data is

not published by DEFRA, IEA or EPA), for fugitive emissions

and for heating oil. These collectively represent under 2% of

scopes 1 and 2 total emissions. Sources include: Australia –

National Greenhouse and Energy Reporting (Measurement)

Determination 2008 (compiled 1 July 2024 and 1 July 2025)

2025 and NGER Technical Guidelines. New Zealand –

Measuring emissions guide; Canada – 2024 and 2025

UNFCCC Submission; and World Resources Institute 2017,

IPCC, UK Government GHG Conversion Factors.

Spirax Group reports fugitive emissions by identifying

the types and quantities of refrigerants refilled at all

manufacturing facilities, tracking their usage and reporting

refrigerant losses from engineer logs and maintenance

reports. This is converted to CO

e by using specific global

warming potential (GWP) values. In cases where the actual

data is not readily available, Spirax Group estimates data

based on previously provided actual data. Fugitive emissions

are not material in total when compared to overall GHG emissions.

For scope 1 emissions, we strive to use actual data wherever

possible. Where this is not an option we estimate using

appropriate assumptions, for example if actual fuel consumption

is not available, emissions are estimated based on distance

travelled and appropriate emissions factors based on

vehicle type or lease mileage data.

To report under the market-based method for purchased

electricity (scope 2), we have used the GHG Protocol data

hierarchy, striving for the highest precision possible. For

sites with green energy contracts, we have obtained emissions

factors for the relevant tariff and/or supplier in the first instance,

using the residual mix where supplier-specific emissions

factors (SSEFs) are not available. For sites without green

energy contracts, we follow the data hierarchy and apply

location-based factors only where SSEFs or residual mix is

not available. When entering new green contracts, we apply

SSEFs (where available) from the start of the contract period

and do not restate prior years with SSEFs. No certified

green energy contracts are included in our market-based

figures for 2019.

Scope 3 calculations were completed in accordance

with the Greenhouse Gas Protocol and ISO 14064, as the

standard recommended by the Science Based Targets

initiative (SBTi), and in conjunction with external consultants.

The emission factors are sourced primarily from DEFRA, the

International Energy Agency (IEA) and the US Environmental

Protection Agency (EPA).

For more information please see our Methodology Statement on

our website spiraxgroup.com/sustainability-downloads

Focus for 2026

•

Manage and optimise our energy use across our

global sites, with a focus on 12 priority manufacturing

sites, to reduce energy consumption

•

Continue to decarbonise our buildings through the

delivery of decarbonisation projects (removal of

fossil fuels) and renewable energy procurement

•

Continue to decarbonise our vehicles with

electric and low-carbon alternatives where EVs

are not feasible

Spirax Group plc Annual Report 2025 75

Strategic Report

Progress

Operating company initiatives

We have continued to deliver biodiversity initiatives in

the communities where we operate. Since One Planet

was launched in 2021, we have completed at least one

biodiversity initiative in 100% of legacy

operating companies

(2024: 92%), achieving our One Planet target and 97%

including acquisitions (2024: 85%). Biodiversity initiatives

have been completed in all of the countries where we

have a direct operating presence (~70 countries) and in

total colleagues have completed 455 biodiversity projects

globally, since the initiative started in 2021.

Every Drop Counts

In 2025, we organised our third Group-wide community

engagement campaign, aligning with one of the UN

Sustainable Development Goals (SDGs) and timed to

coincide with the International Day of Charity on 5

September. We selected SDGs 6 and 14 (Clean Water and

Sanitation and Life Below Water). Our ‘Every Drop Counts’

campaign encouraged colleagues to engage in environmental

or social volunteering, focused on water-related activities,

with the Group donating £10 for every hour volunteered with a

maximum Group contribution of £10,000. A total of 931 hours

were volunteered by colleagues in 46 initiatives.

For example, at Thermocoax Caligny (France), colleagues

organised a river clean-up in September, with 21 volunteers

including colleagues, local authority representatives, an

environmental association and students from a local school.

Together, they collected 492kg of waste from the Noireau

River, including scrap metal, tyres, concrete, wood

and recyclables.

Biodiversity net gain

Since 2021, we have undertaken substantial building

projects on five sites: Spirax Group Headquarters,

Cheltenham (UK), WMFTS Devens, Massachusetts (USA),

ETS Chromalox Ogden, Utah (USA), WMFTS BioPure (UK)

and Thermocoax (France).

We originally planned to deliver 10% Biodiversity Net Gain

(BNG) across all five sites. However, as construction was

already underway at our BioPure and Thermocoax sites

when the target was developed, we subsequently found

that we could not access accurate pre-construction

baseline biodiversity data, making it very difficult to

measure, quantify and externally validate net gain. While

both sites have implemented significant measures to restore

and improve biodiverse habitats, due to methodological

challenges we have not sought external confirmation that

they have met the net gain target.

Of the remaining three sites, all of these achieved BNG

by the end of 2025:

•

At our Group Headquarters in Cheltenham (UK), our

BNG scheme included the creation of a pond, planting of

trees and wildflower meadows and the installation of bird,

insect and hedgehog boxes to support local biodiversity

and ecosystem health. A formal assessment by an

independent third-party ecologist was carried out

during 2025 and confirmed that the target has been

met, with 10.8% BNG achieved

•

Similarly, WMFTS Devens and ETS Chromalox Ogden

in the USA have worked with consultants to improve

biodiversity to align with the BNG criteria. During 2025

we received confirmation that Devens has achieved the

target with an 11.7% net gain through a comprehensive

landscaping programme and Ogden achieved a net gain

over 10% through onsite and offsite actions

Biodiversity operational footprint ‘offset’

We have completed our biodiversity ‘offset’ with the World

Land Trust, in Argentina, meeting our One Planet target to

deliver a 5x ‘offset’ of our global operational footprint. In

2025, this included protecting an additional 550 acres of

biodiverse habitat, equivalent to our global direct operating

footprint at the end of the year. This takes the total land area

protected to 2,756 acres, or over 11 square kilometres, over

the past five years.

1 Legacy companies are all companies in Spirax Group before Vulcanic

and Durex Industries were acquired in 2022.

2025

2024

2023

Operating companies that have completed biodiversity

initiatives % (including acquisitions)

Baseline: 0

Including acquisitions Excluding acquisitions

Focus for 2026

•

Although biodiversity will no longer be a specific

One Planet initiative following our refresh, it has

become embedded in business operations. We will

continue to deliver 10% biodiversity net gain on sites

where we undertake substantial building projects

and operating companies will continue to undertake

biodiversity initiatives as part of their

volunteering projects

Alignment with UN SDGs

Read more about Biodiversity on our website

spiraxgroup.com/biodiversity

100%97%

85%

76% 83%

92%

Target: 100%

Spirax Group plc Annual Report 202576

Strategic Report — Sustainability Report — Strategic initiatives

9446,116

1,0905,486

5,731 6,846

6,576

7,060

6,572

1,115

19%

16%10%

13%8%

11%5%

Target: 155,334

155,334

182,746

13,681163,788

12,930145,115

12,263137,486 149,749

158,045

177,469

182,746

Baseline

: 182,746

Legacy companies Acquisitions

★ Metric assured by Deloitte.

4.2

3.9

4.0

2025

2024

2023

2025

2024

2023

2025

2024

2023

2025

2024

2023

2025

2024

2023

Environmental improvements

Progress

In 2025, we further improved our management of water

and waste. On a like-for-like basis, excluding our 2022

acquisitions, we have exceeded our 2025 water reduction

target, with a 25% reduction since 2019. Including

acquisitions without re-baselining, we have reduced water

use by 18% over the same period. For waste, we have also

exceeded our reduction target with a 13% reduction since

2019 excluding acquisitions. However, including acquisitions

there is an increase of 4% over the same period as we have

not rebaselined the data.

For the second consecutive year, ETS Chromalox Ogden,

Utah (USA), one of the Group’s largest and most complex

manufacturing facilities, was awarded the large company

Environmental Stewardship Award by the Utah Manufacturers’

Association. This award recognises organisations that

demonstrate operational sustainability and the ability to

manufacture products through economically sound and

environmentally responsible processes. The achievement

reflects the continued dedication and hard work of our Ogden

team in advancing sustainable manufacturing excellence.

In addition, Spirax Group was ranked in the top three

companies in the UK, as part of the 2025 Britain’s Most

Admired Companies awards in the ‘Reducing Environmental

Impact’ category. The awards recognise companies that

have a strong commitment to sustainability and environmental

responsibility and that take action to reduce emissions,

waste and resource consumption, integrate environmental

considerations into business strategy and operations, as

well as demonstrate measurable progress and transparency

in reporting.

ISO 14001 Certification

By the end of 2025 22 of our 33 manufacturing sites,

including acquisitions, had accreditation to environmental

management standard ISO 14001 (20 of 23 sites excluding

acquisitions).

Chromalox Wujiang (China) and WMFTS Devens,

Massachusetts (USA) achieved accreditation for the

first time in 2025 and of the three remaining legacy sites,

we expect Chromalox La Vergne, Tennessee (USA) and

Chromalox Nuevo Laredo (Mexico) to obtain accreditation

in the first quarter of 2026. The certification of Chromalox

Ogden, Utah (USA) was paused during the site expansion

to prevent the need for recertification once fully operational.

During 2026, we will recommence preparation for accreditation.

Vulcanic and Durex Industries were acquired in 2022, after

the One Planet Strategy was in place, but these sites have

also been working towards ISO 14001 certification. Vulcanic

Hagenau (Germany) and Vulcanic Montornes de Valles

(Spain) are now certified, while Vulcanic Torrelavega (Spain)

and Vulcanic Sonneberg (Germany) plan to complete the

certification process in early 2026. The remaining Vulcanic

manufacturing sites are working towards certification along

with our Durex Industries (USA) manufacturing site.

Total water use

(including acquisitions)

Water intensity

of water per £m of reported revenue

(including acquisitions)

Baseline

: 147.1

Total waste generation

tonnes (including acquisitions)

Waste intensity

tonnes of waste per £m of reported revenue (including acquisitions)

Baseline

: 5.3

Waste to landfill

% (including acquisitions)

Legacy companies Total Group, including acquisitions

Baseline

: 19%

Legacy companies Acquisitions

Baseline

: 6,572

Alignment with UN SDGs

105.5

94.9

87. 9

Target: 0

★

1 Baseline doesn’t include acquisitions data.

2 2023 and 2024 restated due to more accurate data reporting.

Spirax Group plc Annual Report 2025 77

Strategic Report

Water

With a total consumption of 149,749m³ in 2025, including

acquisitions, water use was 5% lower than in 2024. Excluding

acquisitions, water use in 2025 was 25% lower than 2019 and,

including acquisitions, without re-baselining, water use was

18% lower, meeting our 2019 target despite the material

increase in water use that resulted from our increased

operational footprint. Our water intensity has decreased by

7% vs 2024 and 40% since 2019 to 87.9m

per million pounds

of reported revenue, including acquisitions.

Our water efficiency improvements have been enabled by

Strata, a digital metering and monitoring system developed

by Spirax Group company Cotopaxi, which enables sites to

monitor real-time performance data, identify inefficiencies

and implement targeted improvements. For example, during

2025, Strata allowed us to act quickly when data showed

anomalies at two of our Vulcanic sites in Spain and France.

Investigations identified leaks which would not have been

visible without access to data through Strata.

Across our Businesses, a wide range of other water

reduction initiatives have been undertaken or are underway,

such as site water recycling at Thermocoax (France) and

an expansion of water submetering at WMFTS Devens,

Massachusetts (USA). The grey-water system installed at

our STS site in Chennai (India) in 2024 combined with other

water management activities resulted in a 41% reduction

in water use in 2025 compared to 2023.

Deloitte has provided independent limited assurance in

accordance with the International Standard for Assurance

Engagements 3000 (ISAE 3000) for Spirax Group’s water

use in 2025, identified with ★. Deloitte’s full unqualified

assurance opinion can be found at spiraxgroup.com/

sustainability-downloads.

Waste

We made further progress in reducing waste that was

sent to landfill during the year. Chromalox Ogden, Utah

(USA) achieved landfill-free status partway through 2025,

as did our ETS sites in Wujiang (China), Heidelberg (Germany)

and Normandy (France). Projects in STS’ manufacturing site

in Buenos Aires, (Argentina) resulted in the site reducing

waste to landfill by 36% vs 2024. All WMFTS manufacturing

sites are now landfill free.

Excluding acquisitions, the proportion of waste that was

sent to landfill in 2025 was 5% (2024: 8%, 2019: 10%).

Including acquisitions the proportion of waste to landfill

fell to 11% (2024: 13% (restated)). At the same time, our

recycling programmes have become more effective,

with materials such as scrap metal now being diverted

from landfill and being recycled.

Although we have not fully achieved our target of becoming

landfill free for all sites by the end of 2025, the sites where

this goal was not met were primarily affected by infrastructure

challenges and lack of local landfill-free waste management

options. For example, in our Mexico operations, one potential

solution to achieve landfill-free status involved shipping waste

to the USA for recycling, which proved impractical due to

both cost and operational efficiency reasons and risked other

negative environmental impacts. We will continue to take

a pragmatic approach to managing waste and will work with

our local waste service providers to help identify alternative

waste diversion opportunities.

Environmental improvements continued

Focus for 2026

•

Continue to drive waste management improvements

to further reduce waste to landfill across

manufacturing sites

•

Focused reductions in water consumption across

high-consumption manufacturing sites and

manufacturing sites located in water-scarce regions

•

Continue establishing environmental management

systems (ISO 14001) and implement continuous

improvement in environmental best practice in

our operations

We have continued to manage waste volumes. Despite this,

overall waste generation increased by 4% in 2025 compared

to 2024, reaching 6,846 tonnes (2024: 6,576 tonnes (restated))

including acquisitions. This increase is due to increased

production at some sites, site clear-outs associated with

site closures and improved reporting practices. For example,

in 2025, an environmental audit at our ETS Durex (USA) site

identified a previously unreported waste stream (sand used

during a metal casting process), which led to prior-year

restatement. The Group Waste Intensity was 4.0 tonnes

per £m reported revenue (including acquisitions) in 2025

(2024: 3.9 tonnes per £m).

Excluding acquisitions, waste generation in 2025 was

13% lower than in 2019, surpassing our 2025 target.

Including acquisitions, waste generation was up 4%

compared to 2019, as we have not rebaselined the

data for a like-for-like comparison.

How we manage and dispose of waste remains a key focus,

with renewed emphasis on recycling and diversion from

landfill, going forward.

Solvent-based paint transition

Following the installation of a new painting line at WMFTS

Bredel (Netherlands), all products manufactured at this site in

2025 were painted using paint that is considered ‘water-based’

due to the low levels of solvent.

Within ETS and STS, extensive multi-year testing programmes

concluded, in 2024, that water-based and low-solvent paints

cannot currently meet our quality requirements. For example,

testing found that when our products are used in high-temperature

environments it could cause problems with paint adhesion.

Potential lower-solvent solutions were found but during

exhaustive testing the solutions proved to be sensitive to

pre-treatment processes, requiring additional processes

to meet quality standards. When reviewed carefully, the

negative environmental and operational impacts associated

with these extra processes were deemed to invalidate the

benefits from the lower-solvent levels. As a result, the

transition was paused, but we continue to explore options

to help us reduce the environmental impact of our paints,

whilst meeting our customer and quality requirements.

For example, during 2025, we invested in enhanced

engineered controls including state of the art filtering

and capturing of Volatile Organic Compounds in our

painting line at our Chromalox Ogden, Utah (USA) site.

Read more about our environmental improvements on our website:

spiraxgroup.com/environmental-improvements

Spirax Group plc Annual Report 202578

Strategic Report — Sustainability Report — Strategic initiatives

Alignment with UN SDGs

Sustainable

products

Progress

Life Cycle Assessments and sustainability scorecards

By the end of 2025, WMFTS had completed Life Cycle

Assessments (LCAs) within all but one of the WMFTS pump

and fluid path product categories. While the key focus on

LCAs has been in WMFTS, a small number of LCAs have

also been completed in STS. LCAs have provided

comprehensive insights into the environmental impacts of

our products throughout their entire lifecycles, from the

extraction of raw materials to end-of-life disposal, enabling

a more informed and strategic approach to sustainability

across the portfolio.

LCAs enable us to identify environmental hotspots across

the full product lifecycle. By understanding where the

hotspots occur, we can prioritise targeted actions that

reduce overall lifecycle impacts. These insights currently

feed into our sustainability roadmaps and New Product

Introduction process to inform meaningful lifecycle reductions

while avoiding burden shifting. The cradle to gate assessment

supports clear and credible communication of product

carbon footprints to our customers, helping them progress

on their own decarbonisation journeys in line with net zero

targets. For products where LCAs have already been completed,

the results provide an environmental baseline. This allows

us to benchmark performance across product families

and establish clear reference points against which future

improvements can be measured. As products evolve through

continuous improvement and New Product Introduction,

LCAs enable us to track and demonstrate environmental

performance improvements over time, supporting

evidence-based decision making and sustainability-led

innovation. Specific examples of activities undertaken

include modelling the impact of changing the transportation

method or the end-of-life disposal method on a product’s

sustainability performance. In addition, the LCAs have

enabled us to develop sustainability scorecards for certain

products that will help our customers understand our products

better and support their sustainability journeys. During 2025

we published four scorecards for WMFTS products (Certa

Compact, Bioclamp, DriveSure and Bredel 40).

Eco-design

Building on the development of our eco-design toolkit in 2024,

we delivered additional training workshops in 2025 to support

engineering colleagues across our R&D teams in each Business

in applying the toolkit effectively. These sessions were

attended by 53 colleagues in 2025. The toolkit is currently

being used in five projects to minimise the impact on the

environment across the full lifecycle.

Packaging

Whilst we remain committed to reducing single-use and

non-recyclable packaging, we have not been able to meet

our target to fully eliminate these by 2025. The technical and

operational challenges associated with achieving this goal

have been more substantial than originally anticipated,

largely due to the diverse range of packaging types in

use across our sites. This has been compounded by some

of our local suppliers being unable to provide suitable

sustainable alternatives.

Going into 2025, we chose to focus on three specific

packaging types, with progress made by all Businesses.

STS made significant reductions in plastic packaging, by

implementing sustainable alternatives to plastic tape, plastic

label holders and foam-in-place packaging. 98% of these

items (by weight) were eliminated by the end of 2025

without compromising the customer experience. In total,

we estimate that 55 tonnes of plastic packaging, including

794 kilometres of plastic tape, have been removed from our

STS operations due to this initiative. STS also has a pilot in

progress to replace plastic flange caps with a fully tested

and globally available alternative that is made from recycled

material and is fully recyclable. In WMFTS six out of the

seven manufacturing sites have now transitioned from

using plastic tape and document wallets and four out of

five manufacturing sites that used foam-in-place packaging

have moved over to more sustainable alternatives. WMFTS

Flexicon (Denmark) is currently testing a wood-based foam

as we continue to explore alternative materials to reduce our

plastic use. ETS Chromalox, Heidelburg (Germany) has now

transitioned away from plastic packaging (unless there is a

specific customer request) and has also introduced product

QR codes for all products, replacing printed manuals, with

other ETS operating companies also progressing on their

roadmaps to eliminate key types of plastic packaging.

Customer environment benefits

Annual estimated customer CO

, energy and water savings

from a select range of 16 product categories sold in 2025.

To put these savings into context, that is the equivalent of:

14.8

tonnes of CO

per year

204m

GJ per year of

energy

80.5m

per year of

water

615m

mature trees

absorbing CO

people’s annual

average energy

consumption (UK)

32,200

Olympic-sized

swimming pools

of water

Focus for 2026

•

Broaden the approach for the quantification of

key products and services that have sustainability

benefits in line with the Together for Growth Strategy

•

Continue embedding the eco-design toolkit into

New Product Innovation (NPI) processes

•

Quantify and rebaseline current packaging targets

with a focus on recycled content and recyclability,

and aligned with customer needs

Read more about our sustainable products and eco-design on our

website spiraxgroup.com/en/sustainability/customer-sustainability

The methodology used to calculate customer energy,

carbon and water savings above has been independently

verified by a specialist consultancy, Ricardo Energy &

Environment. Only products with savings that can be

quantified with a reasonable degree of certainty are

included within the scope of this methodology.

Spirax Group plc Annual Report 2025 79

Strategic Report

Sustainable supply chains

Progress

Supplier Sustainability Code and Portal

During 2025, we remained focused on engaging suppliers,

using the data gathered to evaluate supplier sustainability

performance and verifying evidence to ensure compliance

with our minimum standards. We have established minimum

compliance thresholds for key areas, including labour rights,

human trafficking and slavery, human rights and organisational

commitment, which, over time, we would expect all

suppliers to be able to demonstrate they meet.

In 2025, 96% of direct material suppliers had signed our

Supplier Sustainability Code (Code) which accounts for

98% of direct material spend. Given the dynamic nature of

our supply chain, achieving 100% sign-up to our Code is

unlikely at any given point in time. Through our Supplier

Sustainability Portal (Portal), in 2025, we requested 1,105

strategic or higher-risk suppliers to complete modules

covering social and environmental topics, uploading

evidence to demonstrate they are meeting our required

standards. Module completion is reset annually in July,

with progress tracked to encourage continuous improvement.

At the end of 2025, six months into the current cycle, 49%

of participating suppliers had completed at least one module

and 32% had completed all six. At the end of 2025, the

aggregated performance scores of suppliers who had

submitted responses in the Portal had improved by 14%

compared to the same period during the previous year.

During 2025, a supplier in Taiwan was investigated for a

potential breach of our minimum standards, when a minor

infringement was found to have occurred. We are now

working with the supplier to put corrective actions in place.

This incident demonstrates that our supply chain assessment

and monitoring measures are effective and contribute to

risk reduction.

In addition to asking 1,000 suppliers to participate in the

Portal, we remotely monitor them and an additional 2,000

suppliers. Using digital tools, we track a wide range of media

sources to identify potential issues, such as environmental

fines, health and safety incidents or ethical breaches.

Corrective actions

We continued to identify and engage with suppliers that

have not provided sufficient evidence of compliance with

our minimum standards, largely due to gaps in their risk

management policies and procedures. We have set clear

expectations for improvement and are providing targeted

guidance, including examples of best practice, to help them

build more robust and sustainable operations.

During the year we assigned 178 corrective actions to 40

suppliers identified as having opportunities to improve their

performance. These actions were a mix of standard measures

generated through the Portal and tailored interventions

developed in house to address specific supplier contexts.

We selected suppliers based on risk indicators and gaps in

evidence of meeting our minimum human rights standards.

To measure impact, we plan to directly compare these

suppliers’ scores in 2026 with those from 2025.

In 2025, to support the effective implementation of supplier

corrective action plans, we provided targeted training for 20

colleagues in procurement roles equipping them with the

knowledge and tools needed to engage suppliers

constructively and monitor progress against agreed actions.

Scope 3 GHG Category 1 products and services

To support reduction of scope 3 greenhouse gas emissions,

in 2025 we conducted a detailed analysis of emissions from

purchased goods and services (category 1). We identified

119 key suppliers that collectively account for 50% of our

emissions in this category. Using data collected through

the Portal’s Climate Impact Survey, we assessed the climate

maturity of these suppliers, including whether they have

net zero targets and if those targets are validated by the

Science Based Targets initiative (SBTi). From 2026 we plan

to work closely with these suppliers to support decarbonisation

efforts. For example, in our STS Business, we have started

engaging with casting suppliers to review recycling rates,

the efficiency of electric arc furnaces and the use of

renewable energy.

Spirax Group supply chain risk assessment

In 2025, we commissioned a Group-wide supply chain

risk assessment to enhance our understanding of key risks

across our global supplier base. This assessment analysed

risks by geography, business unit and commodity category,

focusing on critical areas such as environmental impacts,

human rights and the use of Conflict Minerals. The insights

gained will enable us to more effectively identify risk

hotspots and prioritise areas for action, strengthening

our ability to manage sustainability risks across a

complex and evolving supply chain landscape.

Conflict Minerals

We continue to manage Conflict Mineral risks through

analysing the data collected in our Portal and through our

corrective action plan which is aligned to the Organisation

for Economic Co-operation and Development (OECD) Due

Diligence Guidance. We are engaging with suppliers where

there is insufficient clarity of sourcing and processing of

listed Conflict Minerals in our supply chains. We have also

delivered training sessions for colleagues on the importance

of managing Conflict Mineral risks.

Modern Slavery Act

We remain fully committed to upholding our responsibilities

under the UK Modern Slavery Act and to ensuring that our

operations are free from modern slavery. Our latest Modern

Slavery Statement is available on our website at spiraxgroup.

com/sustainability-downloads.

Alignment with UN SDGs

Focus for 2026

•

Continue engaging with the 119 suppliers identified

as having a material impact on our scope 3 category

1 greenhouse gas emissions, supporting them in

advancing their decarbonisation efforts and tracking

progress over time

•

Assess higher-risk areas of our supply chain across

social and environmental issues and deepen our

understanding of sub-tier supply chain practices in

specific geographies and commodity groups

Read more about our supply chain sustainability on our website

spiraxgroup.com/en/sustainability/resilient-supply-chains

Spirax Group plc Annual Report 202580

Strategic Report — Sustainability Report — Strategic initiatives

5,311

25,697

30,741

22,082

188.5

340.2

228.2

201.2

Supporting our communities

Progress

Spirax Group Education Fund

Our Education Fund is overseen by a combination of Company

and independent Trustees and is dedicated to promoting

inclusive, equitable access to education in the communities

where we operate. Its core objectives include increasing

diversity in engineering, reducing poverty through education,

breaking down educational barriers and improving access for

women and girls.

During 2025, the Education Fund approved 38 new grant

applications, and donated £562,529 in respect of these,

as well as paying £256,435 in respect of multi-year grants.

To date 179 applications have been approved from across

the Group, covering 38 different countries. The total value

of grants paid out since the Education Fund began operating

in 2022 is £4,058,532.

Examples of grants made in 2025 include:

•

Renovating 45 classrooms at a girls’ high school in South

Africa, damaged by flooding, benefiting nearly 1,000 girls

through improved access to quality education and a better

learning environment

•

Funding two Afro-Colombian women to complete

engineering degrees at university, removing financial barriers

to education and supporting greater diversity in engineering

•

Equipping a secondary school’s Robotics, Design and

Animation programme with laptops, a 3D printer, laser

cutter and welding machine, benefiting over 250

students with hands-on STEM learning

•

Supporting a research-based social skills and emotional

learning programme for students with autism and social-

emotional learning challenges in the USA

Volunteering

Our colleagues once again demonstrated their commitment

to community support, contributing over 22,000 hours to

volunteering activities. This brings our cumulative total since

the launch of our One Planet Strategy in 2021 to c.112,000

hours. While the Group did not meet its strategic target of

150,000 volunteering hours by 2025, we have prioritised a

sustainable approach that supports meaningful colleague

participation, balanced against meeting customer needs.

The Group remains committed to volunteering and will

continue to promote the use of the annual three-day

volunteering leave entitlement.

In 2025, our colleagues engaged in a wide range of

volunteering activities, including tree planting, serving

as school governors, supporting local food banks and

participating in environmental clean-up efforts. Through

these initiatives, they continue to make a meaningful and

lasting impact in their communities.

Charitable donations

During the year, our operating companies contributed

cash and in-kind donations valued at £201,177, compared

to £228,200 in 2024 (both at average currency exchange

rates during the year). Since the launch of One Planet, our

operating companies have donated over £1.45 million to

local charitable causes. While this represents a substantial

increase compared to pre-2021 levels, we have not

achieved our 2025 donation target of £2 million.

During 2025, Spirax Group’s Charitable Fund donated an

additional £146,000 to a range of local, national and international

charities. For example, local charities supported included

Cheltenham Open Door, which provides food and support

for vulnerable and homeless people, in the communities

local to our Group Head Office; national charities supported

included Engineers Without Borders UK, which promotes

globally responsible engineering; and international charities

included WaterAid and UNICEF, which provide clean water,

sanitation and hygiene, and protect children’s rights and

deliver health, education and emergency support globally.

In addition to Company donations, many colleagues

participated in Company-organised charitable initiatives,

raising a further £36,640 in colleague contributions.

Operating company cash/in-kind donations

£’000 (including acquisitions)

Baseline

: 188.5

Alignment with UN SDGs

Volunteering hours

hours (including acquisitions)

Baseline

: 5,311

Focus for 2026

•

Update the governance, management and application

processes for the Spirax Group Education Fund and

ensure the continuing impact of the Fund through

three refined aims that focus on: STEM diversity,

female access to education and removal of financial

barriers

•

Deliver a Group-wide volunteering campaign aligned to

a UN SDG with measurable participation from all regions

•

Operating-context appropriate levels of charitable

donations and volunteering

Read more about how we support our communities on our website

spiraxgroup.com/en/sustainability/stronger-communities

2025

2024

2023

2025

2024

2023

1 Baseline doesn’t include acquisitions data.

Spirax Group plc Annual Report 2025 81

Strategic Report

This Annual Report and in particular the Sustainability Report, contains the information

required to comply with the Companies, Partnerships and Groups (and Non-Financial

Reporting) Regulations 2016, as contained in Sections 414CA and 414CB of the

Companies Act 2006. The table below provides key references to information that,

in conjunction with the Sustainability Report, comprises the Non-Financial and

Sustainability Information Statement for 2025.*

Reporting requirement Group policies that guide our approach Information and risk management, with page references

Environmental matters Group Sustainability Policy

Sustainability Report, pages 60 to 81

Group Environmental and Energy Policy

Principal Risks, pages 87 to 91

Group Management Code TCFD and CFD Disclosures, pages 92 to 100

Supplier Sustainability Code

Our business model, pages 32 and 33

Section 172 Statement, pages 8 to 11

Company Purpose, on the inside front cover

Employees Group Diversity and Inclusion Policy

Sustainability Report, pages 67 and 68

Group Management Code

Our business model, pages 32 and 33

Group Human Rights Policy

Colleague Engagement Committee Report,

pages 117 to 121

Group Sustainability Policy

Section 172 Statement, pages 8 to 11

Group Health and Safety Policy – Statement

of Intent

Company Purpose, on the inside front cover

Social matters Group Human Rights Policy

Sustainability Report, pages 66, 69, 80 and 81

Group Charitable Donations Policy

Our business model, pages 32 and 33

Group Employee Volunteering Policy

Section 172 Statement, pages 8 to 11

Supplier Sustainability Code

Company Purpose, on the inside front cover

Group Sustainability Policy

Respect for human rights Group Human Rights Policy

Sustainability Report, page 80

Modern Slavery Statement

Principal Risks, pages 87 to 91

Supplier Sustainability Code Risk Management, pages 84 to 86

Anti-corruption and

anti-bribery matters

Group Anti-Bribery and Corruption Policy

Sustainability Report, page 69

Group Gifts, Entertainment and Hospitality Policy

 Principal Risks, page 91

Group Competition Law Compliance Policy

Risk Management Committee Report, page 125

Group Whistle-blowing Policy

Supplier Sustainability Code

Description of the business model

Our business model, pages 32 and 33

Description of the Principal Risks in relation to the above matters, including

business relationships, products and services likely to affect those areas of risk

and how the Company manages the risks

Risk Management, pages 84 to 86

Risk Management Committee Report, pages 124

to 126

TCFD and CFD Disclosures, pages 92 to 100

Non-financial key performance indicators

Sustainability Report, pages 60 to 81

Key Performance Indicators, pages 36 and 37

* The policies listed above can be found on our website spiraxgroup.com. Compliance with our policies is monitored through the implementation of

our Sustainability strategy, through our Internal Audit function and locally, by our General Managers.

In line with the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022, we have disclosed

fully against these requirements, which can be found in our

TCFD and CFD Disclosures on pages 92 to 100.

Non-Financial and Sustainability

Information Statement 2025

Spirax Group plc Annual Report 202582

Strategic Report — Non-Financial and Sustainability Information Statement 2025

Group Governance Policies

Group Management Code The Group Management Code sets out our framework for governing the operation of the Group’s

Businesses. It defines the policies, procedures, internal controls and senior manager certification

processes that support compliance across the Group and drive continuous improvement in performance

and standards of conduct.

Anti-Bribery and

Corruption Policy

We are committed to conducting business with integrity and without tolerance for bribery or corruption.

The Group does not enter into contractual relationships with third parties known to engage in corrupt

practices and prohibits the giving or receiving of bribes or inducements that may create a conflict of

interest. Mandatory Anti-Bribery and Corruption training forms part of the Group Essentials programme

and is completed by all new employees, with refresher training undertaken on a biennial basis.

Prevention of Tax

Evasion Facilitation

This policy sets out the Group’s approach for the management of tax, seeking to reflect good tax

governance to prevent the facility of tax evasion. Our Group has zero tolerance for criminal tax evasion

and the assistance of others to criminally evade tax.

Group Whistle-blowing Policy We are committed to conducting business honestly and transparently, in line with the Group

Management Code and core Values. A culture of openness and accountability is essential to preventing

misconduct and addressing issues promptly when they arise. The Whistle-blowing Policy encourages

colleagues to raise concerns about suspected wrongdoing at an early stage, with assurance that reports

will be taken seriously, investigated appropriately and handled with due regard to confidentiality.

Competition Law

Compliance Policy

We are committed to complying with competition laws in all jurisdictions in which we operate. This

policy sets out the standards of conduct and integrity expected of all colleagues and highlights the

serious legal, financial and reputational consequences that may arise from breaches of competition law.

Gifts, Hospitality and

Entertainment Policy

This policy defines the Group’s approach to the giving and receiving of gifts, hospitality and

entertainment. It sets out colleagues’ responsibilities to ensure that such activities are conducted

transparently, proportionately and in a manner that does not give rise to conflicts of interest or

perceptions of improper influence.

Charitable Donations Policy The Charitable Donations Policy establishes the principles governing all charitable and community

engagement activities across the Group, including both cash and in-kind contributions. It ensures

that donations are made responsibly, transparently and in alignment with the Group’s Values and

governance standards.

Environmental Policies

Group Sustainability Policy The Group Sustainability Policy sets out the standards and commitments that guide the Group’s

functions, operating companies and colleagues in conducting business in a socially and environmentally

responsible manner. While the policy applies directly to the Group’s own operations, the Group also

encourages suppliers and business partners to align with the principles and standards outlined within it.

Group Environmental and

Energy Policy

This policy articulates the Group’s commitments under its One Planet Sustainability Strategy focusing

on environmental protection, climate change mitigation and the efficient use of resources. It covers key

areas including energy and water management, waste reduction and biodiversity enhancement across

the Group’s operations.

Supplier Sustainability Code The Supplier Sustainability Code defines the minimum standards expected of suppliers and their sub-tier

suppliers when conducting business with the Group. It sets out requirements relating to human rights,

health and safety, quality management, environmental sustainability and ethical business practices.

Colleague and Human Rights Policies

Employee Volunteering Policy The Employee Volunteering Policy enables all our Group colleagues to take up to three days of paid

volunteering leave each year. The policy supports our colleagues who wish to contribute to their local

communities and provides a framework to ensure volunteering activities are undertaken responsibly and

in line with the Group’s values.

Group Health and Safety

Policy – Statement of Intent

The Group Health and Safety Policy - Statement of Intent sets out our commitment to ensuring that

health and safety remains a core Value and the first consideration in all activities. It defines the

responsibilities and standards that Group functions and operating companies are required to uphold to

protect our colleagues and others affected by the Group’s operations.

Group Human Rights Policy The Group Human Rights Policy sets out the Group’s commitment to respecting and promoting

internationally recognised human rights across its operations. The policy applies to all our colleagues

and underpins expectations relating to respect, fair treatment, non-discrimination and safe and healthy

working conditions.

Group Diversity and

Inclusion Policy

We are committed to fostering an inclusive culture in which all colleagues are treated with dignity and

respect and are able to contribute and thrive. This policy promotes equal opportunity and seeks to

prevent discrimination across all aspects of employment, including recruitment, development and

progression. It supports the Group’s Values and underpins its approach to building a diverse workforce

and inclusive leadership across the Group.

Spirax Group plc Annual Report 2025 83

Strategic Report

Our approach and risk appetite

Risk is an inherent part of business and achieving our

objectives requires us to appropriately manage certain risks.

We strive for a balanced approach, protecting our resources

while pursuing growth opportunities and staying aligned to

our Group’s Purpose, Vision and Values.

Our approach is deliberate and well informed:

•

We evaluate our risks

•

We assess our ability to control or mitigate these risks

•

We consider the ethical and commercial implications of

accepting risks

An informed process is crucial for making risk-based

decisions. The Board ultimately sets the appropriate risk

appetite for our Group, informed by recommendations from

the Risk Management Committee which has oversight for

the enterprise risk management framework on delegated

authority from the Board.

We have low appetite for risks that could result in health,

safety, environmental, legal or regulatory breaches, as well

as those contributing to climate change impacts.

Conversely, we have a higher appetite for risks related to

uncertain economic and political instability, reflecting our

experience in volatile markets and established control

measures. We also recognise the need to take calculated

risks when entering new territories to drive growth, while

maintaining strong controls and compliance with applicable

laws and regulations.

The Group faces a variety of risks that could impact its

operations, financial performance and reputation. These

risks include, but are not limited to, market volatility,

regulatory changes, cybersecurity threats and operational

disruptions. To mitigate these risks the Group has implemented

a comprehensive enterprise risk management framework.

The Board, supported by the Risk Management Committee

and the Audit Committee, is committed to strengthening its

proactive approach to risk management, ensuring that the

Group remains resilient and well prepared to adapt to

new challenges.

Enterprise risk management governance

and framework

The Board provides overall oversight of risk management by:

•

Establishing and maintaining an enterprise risk

management framework

•

Implementing a comprehensive internal control framework

•

Conducting independent internal audits

The Risk Management Committee is responsible for

monitoring significant risks, ensuring that robust policies

and procedures are in place and reporting to the Board on

key risks and mitigation actions. Following its review, the

Board is satisfied that an effective risk management process

exists to identify, assess and manage both Principal Risks

and emerging risks.

To discharge these responsibilities:

•

The Risk Management Committee oversees the Group’s

risk processes and procedures

•

This oversight is reinforced by the Audit Committee and

the Internal Audit function, which monitor compliance

across the Group’s operating companies

The governance framework, illustrated on page 85,

shows how risk management is embedded within the

Group’s structure.

In line with the continued development of the Group’s

governance arrangements, an Audit and Risk Committee will

be established from 1 April 2026. The Governance Report

provides further details.

To strengthen governance and effectively manage risk, we

apply the ‘Three Lines of Defence’ model. This structured

framework ensures a clear and co-ordinated approach to

risk management and internal control, enhancing our

capability to identify, evaluate and address risks across

the organisation.

First line of defence

Second line of defence

Third line of defence

Each Business is responsible for the identification,

control and management of its own risks.

Risk Management, G3 Controls and other second line

functions provide oversight and challenge to the first

line, monitor compliance with the risk framework and

key policies and support remediation and escalation as

required.

Internal audits provide independent testing and

verification of compliance with policies and procedures

and monitoring of follow-up actions where required.

First line of defence – operating companies

Operating companies are responsible for identifying

inherent risks within their business and implementing

appropriate controls to mitigate these risks to an agreed

residual risk appetite. Continuous monitoring is undertaken

to ensure the effectiveness of these controls. In addition,

each operating company conducts an annual risk

assessment to challenge and validate the robustness of its

risk and control framework. Senior management within each

Business holds full accountability for risk management.

Second line of defence – Group risk management and

control functions

At Group level, the risk management framework and

controls management framework (G3) provide oversight and

support to operating companies. Functions establish and

monitor policies, procedures, risk assessments and control

effectiveness across the Group. Through ongoing monitoring

and testing, they provide effective challenge to operating

companies and drive continuous improvement. Additional

oversight is provided by specialist functions, including Legal,

Compliance, IT, HR, Group Sustainability, Group Health and

Safety and Finance.

Risk Management

Spirax Group plc Annual Report 202584

Strategic Report — Risk Management

The Group’s control environment is underpinned by a strong

corporate culture and clear ‘tone at the top’, reinforced

through our six core Values, the Group Management Code

and mandatory training programmes. Biennial Colleague

Engagement Surveys are conducted to provide actionable

insights on alignment with these Values. Read more on pages

115 to 121.

Documented policies and procedures, including the Board-

approved delegation of authorities, set clear expectations for

operating companies and these are periodically reviewed and

refreshed.

Effectiveness of the control environment is assessed through

annual risk and control self-assessments as well as reviews

by Group functions. Oversight of financial and operational

performance takes place at both Business and Group levels

through quarterly reviews, monthly management accounts

and weekly flash reporting.

Safecall, the Group’s independent whistle-blowing facility, is

managed by the Group General Counsel and is available at

all operating sites. It enables colleagues to report concerns

confidentially and anonymously. Reported concerns are

investigated by the Group General Counsel or another senior

manager as appropriate.

Third line of Defence – Internal Audit

Internal Audit provides independent assurance on the

effectiveness of the first and second lines of defence.

Through regular audits and assessments, it evaluates the

adequacy of risk management, control and governance

processes, identifying areas for improvement and ensuring

robustness.

Internal audits are conducted by the Group’s Internal

Audit team, led by the Head of Internal Audit, with reports

submitted to the Audit Committee and the Board. The Audit

Committee also undertakes deep-dive reviews into Principal

Risks.

By applying the Three Lines of Defence model, the Group

ensures a comprehensive and integrated approach to

risk management, fostering accountability, resilience and

continuous improvement across all operations.

Governance and compliance

In 2025, we continued to prioritise strong governance and

compliance as a cornerstone of effective risk management.

This commitment has driven further enhancements to our

enterprise risk management and control frameworks

through a refresh of our business continuity framework. In

line with the Group’s Together for Growth Strategy, key

Growth Drivers including Operational Excellence and

Commercial Excellence embed the identification and

mitigation of risks.

Bottom-up review

Group‑wide Risk Register

Maintained and reviewed by the Risk Management Committee

Risk assurance

Internal Audit (ongoing review of effectiveness by the Audit Committee and Risk Management Committee)

Risk review (external/internal)

Carried out at regular intervals

Top-down review

Group operating companies

Reports to Works with

Board

Audit Committee

Risk Management Committee

Oversees risk management processes and procedures and monitors mitigating actions put in place by the Group. Works with the

Audit Committee to monitor the effectiveness of internal controls and the audit process, including ‘deep dives’ into specific risks

Managing risks

The following framework illustrates how risk management is governed within the Group’s structure:

Spirax Group plc Annual Report 2025 85

Strategic Report

Governance and compliance continued

We continued to make significant investments in enterprise

technology solutions and strengthened our information

security controls to safeguard the Group against evolving

threats. Looking ahead, we remain committed to regularly

evaluating the effectiveness of our governance and

compliance programmes in alignment with our operational

and strategic objectives. Our approach ensures that we can

adapt swiftly and effectively to the challenges of an

increasingly complex and dynamic risk environment,

maintaining resilience, increasing agility and supporting

sustainable growth.

Continuous improvement model

This update ensures our Principal Risks remain relevant and

aligned with the dynamic external environment and our

strategic priorities. The list of remaining existing Principal

Risks is unchanged.

We reviewed and updated the year-on-year trend for each

Principal Risk, validating Risk Appetite and Risk Velocity

ratings to ensure our risk profile remains aligned with the

Group’s objectives. Our Principal Risks are set out in more

detail on pages 87 to 91.

Emerging risks

We continue to monitor a broad spectrum of emerging risks

across operational, financial, strategic, compliance,

reputational, market, security and physical domains.

The emergence of AI, with the pace of its development and

its impact already evident across multiple facets of society,

is an area of focus for our Group and our Board. While

we recognise the significant benefits AI can bring to our

organisation, we are also aware of the growing risks it poses.

In 2025, we have closely monitored developments in AI,

initiated training for our Board and Executives and identified

the various AI-related opportunities and risks for our Group.

We continue to monitor the evolving role of AI across our

business and organisation. In 2026, our focus will be on

strengthening internal awareness of the risks and opportunities

associated with AI within the Group. Additionally, we have

initiated a review of our AI governance framework, which

will be further developed to ensure the secure, responsible

and ethical integration of AI within our operations.

Key areas of ongoing focus during 2025 included:

•

Trade policy shifts: the evolving landscape of tariffs and

protectionist measures, which we monitor closely for

potential supply chain implications

•

Geopolitical uncertainty: ongoing regional conflicts, as

well as political changes in key markets, which may affect

global trade flows

•

Macroeconomic pressures: have slowed global growth

and increased the risk of financial stress

•

Climate change: remains an evolving risk and is

monitored through our risk framework. We continue to

align with the framework established by the Task Force

on Climate-related Financial Disclosures (TCFD) to

support the transition to a low-carbon economy. Our

TCFD disclosures are detailed on pages 92 to 100 of the

Strategic Report

In response to climate-related risks, we have continued to

advance initiatives to decarbonise our operations, leveraging

proprietary technologies and entering into green energy

contracts. We have also enhanced our business continuity

framework. These actions reflect our Group’s Purpose and

commitment to creating long-term value for all stakeholders.

Further reading

Risk Management Committee Report See pages 124 to 126

Our Viability Statement See page 43

Our Going Concern Statement See page 41

TCFD Disclosures See pages 92 to 100

Our progress

During the year, we updated our Principal Risks following

comprehensive top-down and bottom-up reviews, we

continued to enhance our enterprise risk management

framework and we completed the annual review of our

Risk Register. These updates build on the improvements

introduced in 2024, ensuring our approach remains robust

and forward looking.

Key changes:

•

Significant Exchange Rate Movement has been

reclassified from a standalone Principal Risk to a

secondary risk within the broader Principal Risk of

Economic and Political Instability. This reflects the fact

that significant exchange rate fluctuations are often both a

consequence and an indicator of economic volatility

•

Cybersecurity: the risk appetite rating was updated from

Very Low to Low. This reflects the rising inherent cyber

threat environment, even as we continue to strengthen

our own mitigations

Risk Management continued

Manage exceptions

Identify/prioritise risks

Set risk appetite

Set operating principles

Produce and maintain detailed

policies/procedures

Validate and test compliance

with policies

Report on policy compliance

Continuous

improvement

of the process

Spirax Group plc Annual Report 202586

Strategic Report — Risk Management

Principal Risks

ThefollowingpagessetouttheGroup’sPrincipalRisksanddescribehow

these link to our Together for Growth Strategy. Each risk is defined, with

an explanation of how that risk is evolving, as well as our assessment

of risk velocity and risk appetite. Mitigating controls and measures are

summarised to demonstrate that the level of residual risk aligns to our

risk appetite.

Growth Drivers

Commercial Excellence

Operational Excellence

Organisational Fitness

Digital and Services

Decarbonising

Thermal Energy

Risk theme Principal Risk Growth Drivers alignment

External Factors Economic and political instability

Operations Ageing enterprise systems

Cybersecurity

Loss of manufacturing output at any Group factory

(loss of key supply site)

Strategic Failure to realise acquisition objectives

Inability to identify or respond to changes in

customer needs: digital/non-digital

Compliance and

Responsibility

Breach of legal and regulatory requirements

(including ABC laws)

Risk appetite ratings defined:

Appetite Description

Very low Following a marginal-risk, marginal-reward approach that represents the safest strategic

route available.

Low Seeking to integrate sufficient control and mitigation methods in order to accommodate

a low level of risk, though this will also limit reward potential.

Balanced An approach which brings a high chance for success, considering the risks, along with

reasonable rewards, economic and otherwise.

High Willing to consider bolder opportunities with higher levels of risk in exchange for increased

business payoffs.

Very high Pursuing high-risk, sometimes unproven options that carry with them the potential for

high-level rewards.

Risk velocity ratings defined:

Velocity Description Timeframe

Very low Very slow impact, response time adequate to mitigate effects. Felt after 12 months

Low Slow impact, robust response through strategy may

mitigate effects.

Felt within 12 months

Medium Moderate time to impact, swift and robust response may

mitigate effects.

Felt within 6 months

High Fast impact, immediate response may mitigate effects. Felt within a month

Very high Very rapid impact with little or no warning. Limited time

to respond and mitigate effects.

Felt within a week

Spirax Group plc Annual Report 2025 87

Strategic Report

External factors

Principal Risk and

why it is relevant Trend

Risk

velocity

Key mitigation, sponsor and

explanation of change

Risk

appetite

rating Rationale for rating

1. Economic and political instability

The Group operates globally,

including in regions that

have historically experienced

economic or political

instability, which can lead

to volatile demand and

increased credit, liquidity and

currency risks. While results

and dividends are reported

in sterling, our sales and

manufacturing activities are

conducted in local currencies

across diverse markets. This

global footprint inherently

exposes the Group to local

economic and exchange rate

volatility.

Very high

High

Medium

Low

Very low

•

Resilient business model, strengthened

by regular strategic business reviews

•

Diversification across geographies,

sectors and manufacturing locations

to reduce dependency on any single

market or currency

•

Deployment of price management tools

•

Operating in line with the Group

Treasury Policy, including currency

exchange hedging and cash pooling

arrangements

•

Increased liquidity through more

headroom on Group debt facilities

•

Strong internal controls, including

internal audit and appropriate insurance

Executive sponsor:

Group Chief Executive Officer

Change:

No change

Very high

High

Balanced

Low

Very low

With our experience and

expertise, we are well

equipped to manage the

unique challenges of

operating in economically

and politically volatile

territories. We accept these

risks where the potential

for growth outweighs their

impacts. While such risks are

an inherent consequence

of our global presence,

our strategic approach and

broad geographic spread

ensure we are not overly

reliant on any single territory.

Growth Drivers alignment:

Operations

2. Ageing enterprise systems

Ageing enterprise systems

could significantly reduce our

ability to operate effectively,

harness efficiencies across our

Group and manage security

risks (including cyber).

Very high

High

Medium

Low

Very low

•

Operational controls in place through

a combination of power protection,

backup and disaster recovery, as well

as monitoring, to ensure resistant

enterprise systems

•

Ongoing infrastructure modernisation

programmes to ensure critical physical

hardware is current

•

Significant investment in a multi-year

initiative to retire ageing IT solutions

moving to evergreen cloud solutions,

to mitigate the risk of obsolescence

•

Strong IT governance to control

changes to enterprise systems

Executive sponsor:

Group Chief Financial Officer

Change:

Although this risk has not increased

year-on-year, it continues to be managed

through both long-term investments to

upgrade the IT estate, supplemented by

short-term reviews and mitigations

Very high

High

Balanced

Low

Very low

The diverse nature of our

operating companies and

their enterprise systems

moderates the degree

of risk at the Group level.

With continued focus and

investment this risk will

be further mitigated.

Growth Drivers alignment:

Principal Risks continued

Spirax Group plc Annual Report 202588

Strategic Report — Risk Management

Principal Risk and

why it is relevant Trend

Risk

velocity

Key mitigation, sponsor and

explanation of change

Risk

appetite

rating Rationale for rating

3. Cybersecurity

Cybersecurity risks include

theft of information, malware,

ransomware and compliance

with evolving statutory and

legislative requirements. Risks

may manifest through a direct

attack on our business or

through our supply chain.

Very high

High

Medium

Low

Very low

•

Global assessment of IT

environment against the NIST

cybersecurity framework

•

Global governance and oversight

delivered through the Group IS Security

Council, with an embedded risk

management framework

•

System access rights regularly reviewed

•

Mandatory cyber awareness training

delivered to all colleagues annually

•

Deploying security tools to limit the

impact and spread of ransomware

•

Organisational resilience built through

an incident response framework,

continuous capability testing and

crisis simulations

Executive sponsor:

Group Chief Financial Officer

Change:

This risk is trending upwards as 2025

has seen a rise in high-profile cyber

incidents, severely disrupting operations

and inflicting significant financial losses.

Cybercriminals are increasingly

deploying AI-enabled attacks with

increasing sophistication and scale.

Very high

High

Balanced

Low

Very low

Our commitment

to implementing and

maintaining robust security

measures across the Group,

helps to mitigate the risk of

a successful cyber attack.

Growth Drivers alignment:

4. Loss of manufacturing output at any Group factory

A loss of manufacturing output

could result from natural

disasters, industrial action,

accidents or other causes,

disrupting our ability to

serve customers.

Very high

High

Medium

Low

Very low

•

Annual risk assessments and business

continuity planning

•

Conducting audits/inspections of

supply sites

•

Reviewing and maintaining appropriate

insurance cover

•

Continuing commitment to employee

engagement and appropriate benefits

•

Capacity planning and holding stock in

sales companies

•

Investment in sites to open alternative

sources of supply

Executive sponsors:

Managing Directors of STS, ETS

and WMFTS

Change:

No change

Very high

High

Balanced

Low

Very low

Our geographic spread of

factories, multiple sources of

supply and management of

stock help mitigate the risk

resulting from the loss of

output from a single factory.

We have a low appetite for

this risk due to the potential

negative consequences to

the Group and its customers.

Growth Drivers alignment:

Spirax Group plc Annual Report 2025 89

Strategic Report

Strategic

Principal Risk and

why it is relevant Trend

Risk

velocity

Key mitigation, sponsor and

explanation of change

Risk

appetite

rating Rationale for rating

5. Failure to realise acquisition objectives

Failure to integrate new

businesses successfully

into our Group could

result in poor operational

performance, lower returns

on our investment, poor talent

retention and failure to meet

customer needs.

Very high

High

Medium

Low

Very low

•

Monitoring of performance by

the Board against the approved

investment case

•

Board approval of integration plans

for major acquisitions

•

Setting clear acquisition criteria

•

Scrutiny of targets and implementation

plans by external advisers and

internal experts

•

Building risk mitigation and

contingency into our valuation models

to protect our return on investment

Executive sponsor:

Group Chief Executive Officer

Change:

No change

Very high

High

Balanced

Low

Very low

Through due diligence

and integration planning,

we aim to mitigate many

of the potential risks of

an acquisition.

Growth Drivers alignment:

6. Inability to identify or respond to changes in customer needs: digital/non-digital

Inability to meet our

customers’ needs could

lead to a reduction in demand

over time.

Very high

High

Medium

Low

Very low

•

Direct sales model serving customers

•

New product ideas generated by

market development managers in

collaboration with sales engineers

and customers

•

Competitor analyses to identify

technology and service risks

•

Digital and Services Growth Driver

supports development of new solutions

Executive sponsors:

Managing Directors of STS, ETS and

WMFTS and Group Digital Director

Change:

No change

Very high

High

Balanced

Low

Very low

The Group continues

to focus on engaging

customers to understand

their evolving needs. We

invest in new products and

solutions (including digital)

as well as developing our

sales and technical expertise.

Growth Drivers alignment:

Principal Risks continued

Spirax Group plc Annual Report 202590

Strategic Report — Risk Management

Compliance and responsibility

Principal Risk and

why it is relevant Trend

Risk

velocity

Key mitigation, sponsor and

explanation of change

Risk

appetite

rating Rationale for rating

7. Breach of legal and regulatory requirements (including ABC laws)

We operate globally and must

ensure compliance with

applicable laws and regulations

wherever we do business. As

we grow into new markets and

territories, we are exposed to

more and increasingly complex

legislative frameworks.

Breaching any of these laws

or regulations could have

serious consequences for

the Group, including fines,

loss of business and

reputational damage.

Very high

High

Medium

Low

Very low

•

Ongoing global monitoring of

commercial arrangements and

agreements, with appropriate

professional advice

•

Established procedures to

maintain accreditations

•

Biennial Group-wide ABC training

•

Multi-lingual, multi-national secure

whistle-blowing hotline

•

Group Litigation Report and ongoing

monitoring of cases

•

Regular updates on Corporate

Governance and Stock Exchange rules

•

General Data Protection Regulation

compliance plan in place

•

Conducting supplier audits

•

Engaging suppliers to commit to

compliance with the principles of

the Supplier Sustainability Code

Executive sponsor:

Group General Counsel

Change:

No change

Very high

High

Balanced

Low

Very low

We abide by the laws, rules

and regulations of the

jurisdictions in which we

operate and given the

serious consequences for

any breach, we have a very

low appetite for this risk.

Growth Drivers alignment:

Spirax Group plc Annual Report 2025 91

Strategic Report

Task Force on Climate-related

Financial Disclosures (TCFD)

In accordance with the UK Climate-related

FinancialDisclosureRegulations(CFD)

andUKListingRulesUKLR6.6.6R(8)

we confirm that the following pages

contain disclosures consistent with the

Task Force on Climate-related Financial

Disclosures’(TCFD)recommendations

and recommended disclosures.

Our approach is fully aligned with 10 of the 11 TCFD

recommendations. For the remaining disclosure, ‘Metrics and

Targets b) Disclose scope 1, scope 2 and if appropriate, scope

3 greenhouse gas (GHG) emissions and the related risks’, we

report scopes 1 and 2, but report scope 3 with a one-year

time lag, due to the complexity of collecting the data within

the timeframe of the production of the Annual Report.

We calculated scope 3 emissions for the whole Group for

2024, which can be found on page 73. Scope 3 is highly

complex and requires significant levels of estimation

where data is not available. We continue to improve our

data collection processes for scope 3 and during the year

we changed our sustainability data platform which, going

forward, will help with managing and collecting data related

to scope 3 greenhouse gas emissions.

We review our disclosures against the recommendations

of TCFD on an annual basis.

Governance

Describe the Board’s oversight of climate-related

risks and opportunities

In line with the governance of the new Together for Growth

Strategy, the One Planet Strategy is overseen by one

Executive Committee Sponsor, the Group Sustainability

Director and one Business Executive Committee Sponsor,

with the overall strategy under the sponsorship of the Group

Chief Executive Officer (Group CEO). This streamlined

approach ensures focused leadership and accountability for

our sustainability efforts (see our sustainability governance

structure on page 93).

The Group Sustainability Management Committee

(GSMC) oversees the implementation of the One Planet

Strategy and ensures alignment with our sustainability

goals. The members of the GSMC (see page 93) met six

times throughout 2025 to review strategic progress and

materiality, review annual improvement priorities and review

and refresh our focus areas going forward. Progress against

strategic targets is formally reported to the Group Executive

Committee (GEC) at least biannually, with ad hoc updates or

strategic discussions embedded in the regular cadence of

monthly GEC meetings, when required.

The Board of Directors continued to maintain strategic

oversight of the One Planet Strategy and topics discussed

with the full Board in March and October included progress

against climate-related targets, assessing climate risks and

opportunities and challenging and approving the refreshed

One Planet Roadmap with a focus on material topics. In

addition, the Audit Committee received updates in May and

December. Audit Committee updates included the regulatory

reporting landscape, Spirax Group’s readiness for reporting

changes, internal data controls and data/reporting team

priorities and progress.

During 2025 we refreshed our One Planet Strategy to

ensure our sustainability ambitions stay aligned with

evolving climate science, stakeholder expectations and

emerging environmental challenges. The One Planet

Strategy (to be known as the One Planet Sustainability

Roadmap) will continue to support the delivery of our

Growth Drivers, enabling us to evolve for tomorrow’s world

and will be an important mechanism by which we seek to

mitigate climate-related risks and maximise climate-related

opportunities, complementing our Together for Growth

Strategy which focuses on revenue growth, building on our

strong foundations as a Group.

Supporting customers on their decarbonisation journey is

a significant element of both our STS and ETS Business

strategies and is a designated strategic Growth Driver

within the Together for Growth Strategy. The Board plays

a critical role in providing strategic oversight and formally

approving the Company strategy and Business-specific

implementation plans, with a focus on integrating climate-

related considerations into long-term planning. This

includes ensuring that robust governance frameworks are

in place to identify, assess and manage potential market-

based risks and opportunities arising from climate change.

Through regular review and engagement with management,

the Board helps ensure that the Company remains resilient,

adaptable and aligned with evolving regulatory expectations

and stakeholder demands in a transitioning global economy.

As the overall sponsor of the Together for Growth Strategy,

developed in 2024, the Group CEO remains an overall sponsor

for One Planet. This robust governance structure ensures that

sustainability remains at the forefront of our business agenda,

driving continuous improvement and innovation.

The Board is responsible for the overall stewardship of

strategic risk management and internal controls. The Audit

Committee has oversight of the risk review process and

reports back to the Board regularly. During 2025, the Audit

Committee Chair attended a Risk Management Committee

meeting and the Board oversaw the review of and approved

the Principal Risks (see pages 87 to 91). This included the

presence of climate change on the Group Risk Register,

although not a Principal Risk.

Where sustainability, including carbon reduction

investments, is part of a large Capex proposal, these

investments are approved by the Board. Climate impact

is considered as one of the factors when making Capex

decisions, which would also include mergers, acquisitions

and other business plans. No specific carbon reduction

investments were reviewed or approved by the Board in

2025. We have a formal net zero Capex planning process

to ring-fence net zero investments during the annual

financial planning cycle, with specific net zero investments

reviewed and approved by the GEC for inclusion in Plan

2026 including boiler retrofits, air-source heat pumps and

electrified HVAC solutions.

Spirax Group plc Annual Report 202592

Strategic Report — TCFD and Climate-related Financial Disclosures (CFD)

Sustainability governance structure

Business Heads

of Sustainability

Divisional Directors,

Regional and

General Managers

Group Chief

Executive Officer

Board of Directors

Group Executive

Committee

Sustainability strategy project leaders and teams

Colleagues and organised colleague groups

Executive Sponsors

Sarah Peers, Group Sustainability Director and Mai Møllekær,

EMEA Divisional Director, STS

Group Sustainability Management Committee

During 2025, Committee members included: Group

SustainabilityDirector(Chair),GroupHeadofSustainability

Operations,BusinessHeadsofSustainability,One Planet

Strategic Initiative and Strategic Project Leads and the Group

HeadofSustainabilityReporting

During 2025, the Committee reviewed the Group’s exposure

to risk and sought views of the Group operating companies

on the risks that they considered may affect their activities,

to ensure visibility of any new or emerging risks. Following

this process, the Committee reviewed and confirmed that

adequate countermeasures are in place to mitigate the

Principal Risks in the Group Risk Register.

Management oversight of climate-related risks and

opportunities is embedded within the original and

refreshed One Planet Strategy and Roadmap and our

Together for Growth Strategy. Through these, the GEC

and Business Executive Committees consider climate-

related risks, opportunities, strategic implementation

and progress against targets.

Strategy

Describe the climate‑related risks and opportunities

the organisation has identified over the short,

medium and long term

The detailed physical and transition risks and opportunities are set

out on pages 96 to 100

Describe the impact of climate‑related risks and

opportunities on the organisation’s Businesses,

strategy and financial planning

Growing awareness of climate change and customer

sustainability targets will continue to provide an impetus

for business growth as we provide products, services and

solutions that increase efficiency and reduce customers’

energy use and carbon emissions. We believe that

decarbonisation provides a material opportunity for us

and it is a key Growth Driver in our Together for Growth

Strategy. We have quantified the size of the addressable

market as ~£2 billion in relation to the decarbonisation of

steam generation and ~£5 billion for the decarbonisation

of thermal energy beyond steam, expanding the Group’s

addressable market from ~£11 billion to ~£18 billion,

providing us with the opportunity to capitalise on the

decarbonisation trend ahead of us.

As part of our financial planning process, we have an annual

financial plan for sustainability which includes planned

opex and capex spending on sustainability initiatives.

When considering sustainability investments, we prioritise

initiatives that deliver the best value of £/tCO

e saved. In

2022, we developed and commenced implementation of net

zero roadmaps across our manufacturing sites and they are

delivering excellent progress, ahead of target.

For more information about our net zero roadmap visit our website

spiraxgroup.com/sustainability-downloads

Describe management’s role in assessing and

managing climate‑related risks and opportunities

The Risk Management Committee has responsibility

for managing climate-related risks. Sarah Peers, Group

Sustainability Director, had specific delegated responsibility

for overseeing climate-related risks and mitigation activities

in 2025. Through her role as a member of the GEC she

ensures that climate-related risks and opportunities are

appropriately considered in management’s day-to-day

operational practices.

Spirax Group plc Annual Report 2025 93

Strategic Report

Strategy continued

Describe the resilience of the organisation’s strategy,

taking into consideration different climate‑related

scenarios, including a 2°C or lower scenario

With customers in almost all industries worldwide and across

169 countries, steam remains the world’s most efficient

heat transfer medium for a wide range of applications,

with multiple on site uses from the production of foods,

beverages and medicines to the generation of power. Our

STS products and service offerings are complemented by

our ETS Business, allowing us to remain highly resilient and

relevant across different climate-related scenarios.

As part of our annual viability assessment, we undertake

scenario risk modelling focusing on stress testing the

Income Statement and cash flow projections to determine

the resulting impact on the Group’s debt covenants and

liquidity headroom. This enables us to ascertain the potential

revenue or adjusted operating profit impacts that could arise

from one, or a combination, of the Group’s Principal Risks.

The key risks associated with climate change are mitigated

by management processes for two of our Principal Risks

and other relevant risks on the Risk Register. Modelling

completed as part of our viability assessment suggests that

our Principal Risks do not pose a significant threat to the

viability of our Group; therefore, management believes that

this also applies to climate risk. For more information see

pages 41 to 43 and 124 to 131.

As well as these ongoing risk management and Principal

Risk Management processes, in 2023 we worked with

Willis Towers Watson to complete quantified scenario

analysis for a range of warming scenarios (a below 2°C

scenario (1.5°C scenario), a 2–3°C scenario and a 4°C

scenario), over multiple timeframes. Physical risks were

assessed under current conditions and projected impact

in the medium term (2030) and long term (2050). These

timeframes align with our One Planet Strategy and

Roadmap targets and SBTi-approved net zero targets. 2030

aligns with our financial planning for achieving net zero

(scopes 1 and 2) and is also within the delivery horizon of

our 10-year strategic vision, as defined by the Together for

Growth Strategy. 2050 aligns with our long-term net zero

target (scopes 1, 2 and 3) and is also sufficiently far away to

model for the longer-term climatic changes that may impact

the Group in the future, without being so far out that the

future is increasingly uncertain.

The chosen scenarios were in line with the

Intergovernmental Panel on Climate Change (IPCC)

representative concentration and shared social economic

pathways (RCPs mapped to SSPs) RCP 2.6 (SSP1), RCP

4.5 (SSP2) and RCP 8.5 (SSP5) respectively. The two most

extreme upper and lower scenarios were chosen to ‘stress

test’ the impact to the Group under cases of maximum

physical risk or transition risk impacts. RCP 4.5 was

assessed as a middle scenario.

Physical risks were identified through asset ‘exposure

diagnostic’ analysis for 239 operating locations, made up of

sales and manufacturing companies and sites. The climate

risks were derived from several data sources including

Willis Towers Watson’s Global Peril Diagnostic and Climate

Diagnostic tools, data from Munich Re hazard databases and

research in line with the IPCC reports. The findings were

then validated in workshops.

Transition risks were identified and assessed through

multiple workshops, drawing on relevant expertise from

colleagues from across the Group. For this assessment,

one scenario of RCP 2.6 (1.5°C scenario) was considered,

as it is under these conditions that transition risks would be

most relevant. Transition risk exposure was assessed with

a medium-term time horizon of 2030 with impacts being

assessed as an annualised amount. Transition risks were not

quantified in the longer term due to the difficulty in building

assumptions around the direction of policy out to 2050 or

beyond; physical risks are anticipated to be more relevant in

those timeframes.

In addition, physical risk exposure diagnostic analysis was

completed for 45 of the Group’s suppliers, which were

selected on the basis of spend, strategic importance,

geographic location and business coverage.

We plan to undertake another climate risk assessment

in 2026.

Risk management

Describe the organisation’s processes for

identifying and assessing climate‑related risks

The Risk Management Committee holds annual top-down

or bottom-up reviews that provide information and

evaluations that the Committee uses alongside our risk

impact, likelihood, appetite and velocity ratings to create

an effective system for assessing materiality, monitoring,

planning and developing our Group-wide approach and

culture regarding risk.

The Risk Management Committee performs a review of all

our documented risks, assessing impact, likelihood, control,

velocity and appetite for each risk. This process is used to

assign the Principal Risks and inclusion of other risks on the

Risk Register.

Existing and emerging regulatory requirements related to

climate change are considered as part of this review.

Risk velocity was deliberated and approved as a further

measure in our Group risk management framework in 2022.

Risk velocity ratings were assigned and validated for all

Principal Risks in 2025, as set out on pages 87 to 91 and

other risks on the Risk Register, including climate change.

Task Force on Climate-related Financial Disclosures (TCFD) continued

Spirax Group plc Annual Report 202594

Strategic Report — TCFD and Climate-related Financial Disclosures (CFD)

Describe the organisation’s processes for managing

climate‑related risks

Materiality for climate change-related risks is based on the

enterprise risk management scales used to determine

materiality across all of our risk management processes.

Climate change-related risks are currently deemed to be low

for the Group, which is based on assessment of likelihood,

velocity, impact and control, with climate change not

identified as a Principal Risk on the Group’s Risk Register.

However, risks associated with climate change, e.g. physical

risks such as the impact of a climate-related event on our

direct operations, resulting in the loss of a manufacturing

site, and transition risks, such as failure to meet changing

market or customer needs, are already managed through

other Principal Risks on the Group Risk Register. We

therefore believe that our risk management processes are

adequate and appropriate for the level of risk applicable to

our Group.

For more information about how we manage risk, see the

Risk Management Committee Report on pages 124 and 126

Describe how processes for identifying, assessing

and managing climate‑related risks are integrated

into the organisation’s overall risk management

Following the risk identification process detailed on pages

124 to 126, the Committee reviewed and confirmed the

robustness of the countermeasures that Group operating

companies have in place to mitigate the Principal Risks in

the Group Risk Register.

Climate change is a risk factor that influences other risks, so

control of climate risk is embedded in and managed through

other Principal Risks, particularly Loss of manufacturing

output at any Group facility, and Inability to identify and

respond to changes in customer needs and other risks on

the Risk Register, such as Loss of a critical supplier.

Climate change is considered a serious emerging risk,

though not currently one of the Group’s Principal Risks.

Metrics and targets

Disclose the metrics used by the organisation to

assess climate‑related risks and opportunities in

line with its strategy and risk management process

We have disclosed cross-industry TCFD metrics used to

manage our climate-related risks and opportunities.

Managing our GHG emissions to meet our net zero targets

and helping our customers to do the same and mitigate

climate risk by working towards realising a low-carbon future.

•

Scopes 1, 2 and 3 GHG emissions – pages 72 and 73

•

Energy use – page 74

•

Proportion of company vehicles that are EV – page 73

•

Waste and water – page 77

•

Climate-related management remuneration – page 37

•

Customer environmental benefits – page 79

Group GHG emissions (scopes 1 and 2) are monitored

as one of our Group key performance indicators (KPIs)

to measure successful progress against our strategy.

See pages

36 and 37 for more information on our KPIs.

Given the strong engagement with, and investments in,

net zero initiatives across the Group, an internal carbon

price is not currently needed. In addition, internally we

monitor several opportunity metrics, for example the

customer decarbonisation opportunities pipeline in the ETS

Business and metrics related to our TargetZero solutions.

These metrics are not disclosed externally as they are

commercially sensitive.

In December 2023, we received approval from the Science

Based Targets initiative (SBTi) for our near and long-term

targets and net zero target for 2050, in line with a 1.5°C

trajectory. In 2024, we resubmitted our baseline emissions

to the SBTi to include 2022 acquisitions and the revised

baseline and targets were approved in December 2024.

Disclose scope 1, scope 2 and if appropriate, scope

3 GHG emissions and the related risks

Scope 1, scope 2 and scope 3 disclosures can be found on pages

72 and 73

During 2022, we used a third party to help us quantify a full

scope 3 baseline figure for 2021. This figure was calculated

using GHG Protocol-aligned scope 3 methodologies but is

heavily reliant on estimates and assumptions. In 2024, we

recalculated our 2021 baseline to include Vulcanic and Durex

Industries and calculated our 2023 scope 3 emissions, which

was then calculated again for 2024 during 2025. In 2025,

we upgraded our sustainability data platform which we

anticipate will help with managing and collecting data related

to scope 3 greenhouse gas emissions in the future.

Describe the targets used by the organisation to

manage climate‑related risks and opportunities and

performance against targets

Through our One Planet Strategy, we set targets to achieve

net zero GHG emissions (scopes 1 and 2) by 2030, and

net zero (scopes 1, 2 and 3) by 2050. Since setting these

targets, we have had additional targets validated by the SBTi

as follows:

•

Near-term target to reduce absolute scopes 1, 2 and 3

GHG emissions 50.4% by 2032 from a 2021 base year

•

Long-term targets to reduce absolute scopes 1 and 2

GHG emissions 95% by 2050 from a 2021 base year and

reduce absolute scope 3 emissions by 90% within the

same timeframe, to achieve net zero GHG emissions

across the value chain by 2050

Progress against our targets can be found on page 73.

The One Planet Strategy and Roadmap are central to all of

our forward-looking plans. In 2022, measures for the

Performance Share Plan (PSP) changed to include a

sustainability measure accounting for 20% of the PSP

opportunity, dependent on reduction of GHG (scopes 1 and

2) over three-year periods.

Progress against our targets can be found on pages 37.

Spirax Group plc Annual Report 2025 95

Strategic Report

Strategy – Acute physical risks

Acute physical risks are event-driven, specific episodes that have the potential to inflict significant physical damage.

Risk/opportunity Description

How we manage

and mitigate this risk

Estimated

financial impact

Link to metrics

and targets

Flooding:

river and flash

flooding from

precipitation

17% of the Group’s operations

by TIV, 42 of 239 locations, are

currently exposed to the risk of

river flooding, with 28 sites (13%

of TIV value) having 1% likelihood

of river flooding in a year. TIV at

risk is expected to increase to 19%

by 2030 and then remain stable at

19% to 2050 under a high (4°C)

warming scenario. The Group has

some exposure to heavy rainfall

and potential flash floods with 43%

of the TIV located in areas exposed

to high levels of precipitation,

which is forecast to increase

slightly to 44% by 2050 under a

high-warming scenario. The STS

site in Shanghai (China) is the

highest-value asset at the highest

level of risk.

Although several sites have

exposure to flooding, the risk

and potential impact are still

insignificant, with the likelihood

of flooding tending towards a

1-in-100-years-type event under

a high-warming scenario, RCP 8.5.

Under RCP 8.5, it is predicted that

by 2050, 5% of our operations will

have a 10% likelihood of flooding in

a given decade.

These risks are managed through

the Principal Risk: Loss of

manufacturing output at any Group

factory and another risk on the Risk

To mitigate risk, annual risk

assessments are conducted by our

insurance partner to ensure we

have appropriate insurance cover.

There have been no material

changes to insurance premiums as

a result of climate-related risks in

2025, or recent years.

Business continuity planning and

capacity planning are used to

ensure we have spare capacity at

alternative sites and stock is held

locally in sales companies. For key

commodities, where possible, we

seek to maintain dual sourcing to

negate the risk from the loss of

a critical supplier.

Low-carbon

economy

(RCP 2.6 – 2030)

Hazard exposure

Residual risk

profit impact

Hothouse world

(RCP 8.5 – 2050)

Hazard exposure

Residual risk impact

Insignificant

residual risk impact

means that we have

not identified this as

a risk that requires

a specific metric

or target. The Risk

Management

Committee reviews

risks on an annual

basis so a future

change in the

residual risk impact

could lead to the

implementation

of a specific metric

or target.

Windstorm

91 locations (mostly in Europe) are

in regions exposed to strong winds

(accounting for 51% of TIV), with a

1% annual chance of having severe

wind gusts of over 121km/h, with

four sites having a risk of winds of

161–200km/h. The highest-value

asset currently at risk from

windstorm is WMFTS’ site in

Falmouth (UK). TIV at risk from

windstorms is expected to remain

stable to 2050 under a high-warming

scenario, but the frequency of

windstorms is likely to increase

over time.

Even under a hothouse world

scenario, the average annual

modelled impact may increase

slightly; however, it would still be in

the insignificant range as per the

Group Enterprise Risk Management

(ERM) scale.

This risk is managed through the

Principal Risk: Loss of manufacturing

output at any Group factory and

another risk on the Risk Register:

Loss of a critical supplier. To mitigate

risk, annual risk assessments are

conducted by our insurance partner

to ensure we have appropriate

insurance cover.

Business continuity planning and

capacity planning are used to

ensure we have spare capacity at

alternative sites and stock is held

locally in sales companies. For key

commodities, where possible, we

seek to maintain dual sourcing to

negate the risk from the loss of a

critical supplier.

During September 2025 there was a

typhoon in Hong Kong. No property

was damaged and business impact

was minimal (colleagues worked from

home for one day).

Low-carbon

economy

(RCP 2.6 – 2030)

Hazard exposure

Residual risk

profit impact

Hothouse world

(RCP 8.5 – 2050)

Hazard exposure

Residual risk impact

Insignificant

residual risk impact

means that we have

not identified this as

a risk that requires

a specific metric

or target. The Risk

Management

Committee reviews

risks on an annual

basis so a future

change in the

residual risk impact

could lead to the

implementation

of a specific metric

or target.

Key:

Hazard exposure Residual risk impact (annual profit)

Very high 5 Significant > £100m

High 4 Major  £50m–£100m

Medium 3 Moderate  £25m–£50m

Low 2 Minor  £10m–£25m

Very low 1 Insignificant < £10m

All risk, opportunity and total insured value (TIV) data on this and subsequent pages of the TCFD Report

are as assessed in our 2023 climate scenario risk analysis without being updated, unless otherwise stated.

Task Force on Climate-related Financial Disclosures (TCFD) continued

Spirax Group plc Annual Report 202596

Strategic Report — TCFD and Climate-related Financial Disclosures (CFD)

Strategy – Acute physical risks continued

Risk/opportunity Description

How we manage

and mitigate this risk

Estimated

financial impact

Link to metrics

and targets

Fire

12% of the Group’s TIV is exposed

to at least 20 days per year of fire

weather, with ETS Chromalox’s

Ogden, Utah (USA) site the

highest-value asset with some

level of risk and Chromalox’s

Nuevo Laredo (Mexico) site

having the highest level of risk

but a lower TIV.

As global temperatures increase,

the likelihood of fire risk is

expected to increase with 19%

of TIV at risk by 2050 under a

high-warming scenario.

This risk is managed through the

Principal Risk: Loss of

manufacturing output at any Group

factory and another risk on the Risk

To mitigate risk, annual risk

assessments are conducted by our

insurance partner to ensure we

have appropriate insurance cover.

We also conduct occasional

inspections by local fire officers.

Business continuity planning and

capacity planning are used to

ensure we have spare capacity at

alternative sites and stock is held

locally in sales companies. For key

commodities, where possible, we

seek to maintain dual sourcing to

negate the risk from the loss of a

critical supplier.

Low-carbon

economy

(RCP 2.6 – 2030)

Hazard exposure

Residual risk

profit impact

Hothouse world

(RCP 8.5 – 2050)

Hazard exposure

Residual risk impact

Insignificant

residual risk impact

means that we have

not identified this as

a risk that requires

a specific metric

or target. The Risk

Management

Committee reviews

risks on an annual

basis so a future

change in the

residual risk impact

could lead to the

implementation

of a specific metric

or target.

Under current conditions, the likelihood of an acute physical risk impacting the Group’s direct operations each year is

deemed Unlikely and the residual impact (post-mitigation) has been assessed as Insignificant (<£10 million).

For more information about the management of Principal Risks, see pages 87 to 91

Strategy – Chronic physical risks

Chronic risks arise from longer-term changes in climate pattern, notably drought, heat stress and sea level rise.

Risk/opportunity Description

How we manage

and mitigate this risk

Estimated

financial impact

Link to metrics

and targets

Heat stress

Currently 45% of the TIV of the

Group’s operations (112 locations)

is exposed to heat stress, seeing

an average of >20 heatwave days

in a given year with temperatures

in excess of 30˚C. This is expected

to increase to 55% of TIV at risk

from heat stress by 2050, under

a high-warming scenario.

Examples of high TIV sites

currently at risk from heat stress

include Chromalox Nuevo Laredo

(Mexico), STS (Mexico) and

Chromalox La Vergne, Tennessee

(USA). Risks from heat stress

include increased costs of running

heating, ventilation and air

conditioning (HVAC) equipment

and potential decrease in

colleague productivity.

Many of the operations currently

exposed to heat stress are in

locations where this environment

is expected and well adapted for.

Changing weather location

patterns mean that more sites may

move into areas of heat stress that

are not currently and these sites

may be less prepared.

Operations of ETS, STS and

WMFTS are exposed. This trend

could mean that increased cooling

of buildings and machinery might

be required to reduce the risk

of operational disruption and

to improve working conditions

for colleagues.

As part of continual asset

management, energy audit and

facilities update processes,

systems will be assessed and

upgraded where necessary.

Low-carbon

economy

(RCP 2.6 – 2030)

Hazard exposure

Residual risk impact

Hothouse world

(RCP 8.5 – 2050)

Hazard exposure

Residual risk impact

Insignificant to

minor residual

risk impact means

that we have not

identified this as a

risk that requires a

specific metric or

target. The Risk

Management

Committee reviews

risks on an annual

basis so a future

change in the

residual risk impact

could lead to the

implementation

of a specific metric

or target.

Key:

Hazard exposure Residual risk impact (annual profit)

Very high 5 Significant > £100m

High 4 Major  £50m–£100m

Medium 3 Moderate  £25m–£50m

Low 2 Minor  £10m–£25m

Very low 1 Insignificant < £10m

Spirax Group plc Annual Report 2025 97

Strategic Report

Strategy – Chronic physical risks continued

Risk/opportunity Description

How we manage

and mitigate this risk

Estimated

financial impact

Link to metrics

and targets

Drought

Currently 12% of the TIV of the

Group’s operations (54 locations)

are exposed to drought stress with

three or more drought months per

year. This is expected to increase

under a high-warming scenario,

reaching 31% by 2050.

An example of a high-value asset

with a high exposure to drought

risk today is Chromalox Nuevo

Laredo (Mexico). Drought may

impact the availability and quality

of water, which could impact

manufacturing processes including

product testing.

Drought has the potential to impact

the supply of raw materials where

inland waterways are used for

transportation, impact electricity

availability in locations with a

higher reliance on hydropower

and increase the risk of wildfires.

The operations of the Group are

not generally considered water

intensive and therefore the

potential impacts may be

addressed through adaptation

and risk management.

Supply of raw materials and

electricity is managed through

a risk on the Risk Register: Loss

of a critical supplier. Mitigation

activities under this risk include

dual sourcing, managing stock

levels for high-risk commodities

and in-sourcing production

where appropriate.

Low-carbon

economy

(RCP 2.6 – 2030)

Hazard exposure

Residual risk impact

Hothouse world

(RCP 8.5 – 2050)

Hazard exposure

Residual risk impact

Insignificant to

minor residual

risk impact means

that we have not

identified this as a

risk that requires a

specific metric or

target. The Risk

Management

Committee reviews

risks on an annual

basis so a future

change in the

residual risk impact

could lead to the

implementation

of a specific metric

or target.

Sea level rise

Risk of exposure from sea level rise

is 10% of assets by value, with no

change expected to 2050. The STS

site in Shanghai (China) is the

highest-value asset at risk.

Scenario analysis shows that, due

to the location of our sites, our

exposure under this risk is not

expected to change under a

hothouse world scenario. This risk

is managed under the Principal

Risk: Loss of manufacturing output

at any Group facility.

To mitigate risk, annual risk

assessments are conducted by

our insurance partner and we

have appropriate insurance cover,

including for the total loss of a site.

Low-carbon

economy

(RCP 2.6 – 2030)

Hazard exposure

Residual risk impact

Hothouse world

(RCP 8.5 – 2050)

Hazard exposure

Residual risk impact

Insignificant

residual risk impact

means that we have

not identified this as

a risk that requires

a specific metric

or target. The Risk

Management

Committee reviews

risks on an annual

basis so a future

change in the

residual risk impact

could lead to the

implementation of

a specific metric

or target.

The impacts of chronic risks are likely to differ by location, with some countries already experiencing and managing high

levels of heat stress or drought, with the ability to adapt to those conditions. For other locations historically less used to

drought or heat stress, the impacts could potentially be more disruptive. However, as we are not a highly intensive user of

water and chronic risks can largely be mitigated or adapted, the residual impact (post-mitigation) of chronic physical risks

has been assessed as Insignificant (<£10 million).

Key:

Hazard exposure Residual risk impact (annual profit)

Very high 5 Significant > £100m

High 4 Major  £50m–£100m

Medium 3 Moderate  £25m–£50m

Low 2 Minor  £10m–£25m

Very low 1 Insignificant < £10m

Task Force on Climate-related Financial Disclosures (TCFD) continued

Spirax Group plc Annual Report 202598

Strategic Report — TCFD and Climate-related Financial Disclosures (CFD)

Transition risks/opportunities

Transition risks arise from changes required to facilitate a low-carbon economy.

Risk/opportunity Description

How we manage

and mitigate this risk Estimated financial impact

Link to metrics

and targets

Market

transition

The increasing availability of green

energy could enable electric heating

solutions to replace fossil fuel-

derived steam generation where

carbon emission concerns override

cost differences in the medium to

long term (5+ years). This will provide

opportunities across all geographical

regions and most customer sectors

for our ETS and STS Businesses as

they combine forces to electrify the

generation of steam and decarbonise

thermal energy.

The increased cost of electricity

provision and raw materials provides

some risk, as the introduction of

carbon taxes could be passed on in

raw material spend.

As market leaders in the provision of

thermal energy solutions, mitigating

this risk and maximising the

opportunity are deeply embedded in

the core business strategies of both

our STS and ETS Businesses. This

risk is mitigated through the Principal

Risk: Inability to identify and respond

to changes in customer needs.

Mitigation includes regular voice of

customer research and research and

development/new product innovation

to lead the way in providing

innovative solutions to customers.

For more information about the

management of this Principal Risk,

see page

90.

Risk

2025

2030

Opportunity

2025

2030

Net zero

carbon

Sustainable

products

Technology

transition

Costs of upgrading and installing

infrastructure to support an electric

vehicle (EV) fleet, or costs to

transition away from fossil fuel-

dependent production equipment.

The transition to low-carbon

technology across our operations is

embedded in our net zero roadmaps

developed by all manufacturing

sites and at a Group level. Fossil

fuel-dependent systems and

processes have been identified and

investment plans developed, through

annual and medium-term financial

planning cycles, to phase the cost of

decarbonisation activities over time,

reducing risk.

Risk

2025

2030

Opportunity

2025 N/A

2030 N/A

Net zero

carbon

Environment

improvements

Reputation

Risk of reputational loss of Spirax Group

as a top performing, environmentally

sustainable business due to association

with fossil fuel-reliant systems over

the medium to long term (5+ years). Or,

reputational gain as we become known

as a leading decarbonisation partner

for our customers, as we implement

our Decarbonising Thermal Energy

Growth Driver through our Together

for Growth Strategy.

This very low risk is mitigated

by our strong reputation, our

innovative product developments,

the introduction of our Natural

Technology marketing strategy, all of

which correctly position steam as a

sustainable technology and our own

leading net zero commitments and

progress against them.

Risk

2025

2030

Opportunity

2025

2030

Net zero

carbon

Sustainable

products

Key:

Hazard exposure Residual risk impact (annual profit)

Very high 5 Significant > £100m

High 4 Major  £50m–£100m

Medium 3 Moderate  £25m–£50m

Low 2 Minor  £10m–£25m

Very low 1 Insignificant < £10m

Spirax Group plc Annual Report 2025 99

Strategic Report

Transition risks/opportunities continued

Risk/opportunity Description

How we manage

and mitigate this risk Estimated financial impact

Link to metrics

and targets

Policy and

legal transition

Carbon taxation: in country or at

borders, could lead to increased

operational costs. For example, the

EU’s Carbon Border Adjustment

Mechanism (CBAM) became

effective in October 2023, with a

two-year transition period now in

operation before carbon taxation

commences on high-carbon imports

(such as steel, iron or aluminium)

into the EU.

Building code regulations: policy

makers may promote a switch to

low-carbon buildings, for new builds

or retrofitting old buildings, which

could lead to increased costs, such

as implementing Minimum Energy

Efficiency Standards.

Climate change litigation: risk

arising from the increasing activism

of shareholders or the public against

companies for failure to adapt to

climate change, greenwashing by

overstating positive environmental

impacts or understating risks or

insufficient disclosure around

material financial risks.

Waste-related laws and regulation:

driven by an aim to increase

circularity of the economy, new

regulations could impact how we

manage waste on our own sites

and potentially impact end-of-life

treatment of products we sell.

This risk is mitigated through our

One Planet Strategy, which includes

net zero targets, energy reduction

commitments, major decarbonisation

projects, conversion to an EV fleet

and supply chain management to

reduce our scope 3 emissions.

We manage and monitor existing

and upcoming legislation from a

range of sources to ensure that

we can proactively respond to

upcoming risks.

Climate change litigation risk is

mitigated by our innovative product

developments, the introduction of

our Natural Technology marketing

strategy, which correctly positions

steam as a sustainable technology

and our own leading net zero

commitments and progress

against them.

Risk

2025

2030

Opportunity

2025 N/A

2030 N/A

Net zero

carbon

Environment

improvements

Sustainable

products

Sustainable

supply chain

Key:

Hazard exposure Residual risk impact (annual profit)

Very high 5 Significant > £100m

High 4 Major  £50m–£100m

Medium 3 Moderate  £25m–£50m

Low 2 Minor  £10m–£25m

Very low 1 Insignificant < £10m

Task Force on Climate-related Financial Disclosures (TCFD) continued

Spirax Group plc Annual Report 2025100

Strategic Report — TCFD and Climate-related Financial Disclosures (CFD)

Governance Report

Welcome to our 2025 Governance Report. In this report we describe the

governance framework of our Group, the work of the Board and how this

supports our Together for Growth Strategy.

In this section

101 UK Corporate Governance Code

102 Chair’s letter

104 Governance at a glance

106 Board of Directors

108 Group Executive Committee

109 Maria Antoniou’s Board reflections

110 How we are governed

111 Board meetings and annual cycle

113 Board effectiveness review

114 Board composition, division of responsibilities

and succession

115 Embedding our culture

117 Colleague Engagement Committee Report

122 Nomination Committee Report

124 Risk Management Committee Report

127 Audit Committee Report

132 Remuneration Committee Report

135 At a glance: 2025 Executive Directors’

remuneration outcomes

136 At a glance: 2026-2028 Remuneration Policy and

strategic alignment

137 At a glance: 2026 Executive Directors’ remuneration awards

138 Annual Report on Remuneration

147 2026 Remuneration Policy

154 Directors’ Report

157 Statement of Directors’ Responsibilities

How we apply the Code

Board

leadership and

Company Purpose

•

Sustainable growth: read more on pages 60 to 81

•

How we are governed: read more in how we are governed and our governance framework

•

Board activities and priorities: read more in Chair’s Statement and Board activities and annual cycle

•

Our stakeholders, S172 compliance statement and Board decision making: read more in Board activities,

S172 Statement and stakeholder engagement

•

Board oversight of our culture and engagement with colleagues: read more in embedding our culture

•

Colleague Engagement Committee report: read more on pages 117 and 121

Division of

responsibilities

•

How we are governed: read more in Board composition, division of responsibilities and our governance framework

•

Board of Directors: read more in Board biographies

•

Group Executive Committee: read more in GEC biographies

•

Independence: read more in Board composition and division of responsibilities

Composition

succession and

evaluation

•

Board composition: read more in the Directors’ biographies

•

Nomination Committee report: read more on pages 122 and 123

•

Board effectiveness: read more in the Nomination Committee Report and on page 113

Audit Risk and

internal control

•

Risk Management and internal controls, including Principal and emerging risks: read more in Risk

Management and in the Risk Management Committee report

•

Risk Management Committee report: read more on pages 124 to 126

•

Audit Committee, including Fair, Balanced and Understandable Statement: read more on pages 127 to 131

Remuneration

•

Remuneration Committee report: read more on pages 132 to 134

UK Corporate Governance Code

Statement of Compliance

For the year ended 31 December 2025, the Company reports against the Financial Reporting Council’s (FRC) UK

Corporate Governance Code 2024 (the Code), which is available at www.frc.org.uk. The Board considers that it has

applied all Principles and complied with all Provisions of the Code. Detailed information on our compliance with the Code

and how governance operates at Spirax Group has been summarised throughout this governance section and elsewhere

in this Annual Report. Further information can also be found on our website spiraxgroup.com/governance-documents.

Spirax Group plc Annual Report 2025 101

Governance Report

Chair’s letter

Enhancing governance to support

our Together for Growth Strategy.”

Tim Cobbold

Chair

2025 has been a year of purposeful evolution

for Spirax Group’s governance framework.

In my first year as Chair, the priority for the

Board under my leadership has been to

support Nimesh and the leadership team in

the successful and ongoing implementation

of the Together for Growth Strategy whilst

evolving the way the Board operates,

particularly given the more volatile and

uncertain economic environment.

We have initiated a refresh of our risk management

framework and a review to enhance Board processes to

sharpen oversight and accelerate decision making. Guided

by the principles of the revised UK Corporate Governance

Code 2024 (the Code), we have embedded stronger

alignment between Board decisions and strategic

objectives, reinforcing our commitment to sustainable

growth and long-term value creation for all stakeholders.

The Board’s focus this year has been on performance

and impact including:

•

Rigorous effectiveness review to challenge and improve

how we work

•

Active succession planning to maintain a diverse,

high-performing Board

•

Ongoing engagement with stakeholders to ensure

governance is a catalyst for progress, not just compliance

We recognise that governance is the foundation of trust and

resilience. Through disciplined oversight and constructive

challenge, the Board is helping the Group navigate

complexity and seize opportunities with confidence.

Board and Committee composition

I joined the Board in September 2024 as Chair Designate

and became Chair on 1 January 2025. During the year, we

welcomed two new Board members, Maria Antoniou, who

joined on 1 June and became Chair of the Remuneration

Committee and Andrew Kemp, who joined on 1 November

and will succeed Kevin Thompson as Audit Committee Chair

on 1 April 2026. Details about the recruitment and induction

process for each can be found in the Nomination Committee

Report on pages 122 and 123. We said farewell to Jane

Kingston on 30 September and as announced, Kevin

Thompson will step down at the 2026 Annual General

Meeting (AGM).

February 2025

Organisational Fitness

The Board reviewed the

organisational structure and

approved changes to align

with the Group’s strategy and

to simplify the way we work to

be more effective.

June 2025

Strategy

The Board continued to review the Together for

Growth Strategy, in order to ensure that the

Group was progressing in line with its medium-

and long-term commitments and that the

actions taken would underpin delivery of the

Group’s targets. In June, the Board reaffirmed

and approved the medium-term priorities of

each Business and investment allocation. The

Board also confirmed support for initiatives to

drive organic growth and margin improvements.

August 2025

Market Abuse Regime

The Board approved the refreshed

compliance framework to address

risks of insider dealing and the

Terms of Reference of the

Disclosure Committee.

Committee Composition

The Board reviewed and approved

changes to the composition of the

Nomination Committee to improve

effectiveness and agility.

Board focus for 2026

•

Maintain focus on raising safety standards

•

Prioritise organic growth through the Together

for Growth Strategy

•

Enhance Board processes and embed stronger

alignment between Board decisions and

strategic objectives

•

Monitor how culture supports the way of operating

throughout the Group

•

Continue investment in Digital and Decarbonisation

•

Implement the refreshed One Planet Roadmap

Major Board decisions in 2025

Spirax Group plc Annual Report 2025102

Governance Report — Board leadership and Company Purpose

October 2025

One Planet

The Board approved the refreshed One Planet Roadmap, which is

well aligned with the Group’s overall growth agenda.

The Roadmap, which will be communicated in 2026, will focus on

Sustainable Innovation and Responsible Supply Chains,

Decarbonisation and Resource Efficiency as well as Social Impact.

Further details are set out in the Section 172 Statement and on

pages 8 to 11

ERP Programme

The Board approved the extension of the ERP programme

following completion of the common design phase to include a

common build phase.

December 2025

Board Effectiveness

The Board, supported by the Nomination Committee, undertook

a review of its effectiveness and considered the findings, key

recommendations and agreed on actions.

Remuneration Policy

The Board received reports from the Remuneration Committee during

the year regarding the review of the Group’s Remuneration Policy to

ensure alignment with the Together for Growth Strategy and evolving

stakeholder expectations. A revised policy will be presented for

shareholder approval at the 2026 AGM.

Full details of the proposed enhancements to the Remuneration Policy

are in the Directors’ Remuneration Report on pages 132 to 153

On behalf of the Board, I thank both Jane and Kevin for their

substantial contributions over many years.

Our Board is diverse and this is illustrated through the Board

biographies on pages 106 and 107 and by the Governance at

a glance information on page 105. We place diversity at the

centre of our governance framework, ensuring that Board

composition reflects a broad range of skills, experiences

and perspectives. This continues in our recruitment process

for new Board members, where we actively seek candidates

from varied backgrounds to foster inclusive decision making

and strengthen strategic oversight. By valuing diversity, we

aim to enhance resilience, innovation and accountability

across the organisation.

Following a review of Board Committee membership,

we implemented some changes in August 2025, including

streamlining the Nomination Committee and adding

new members to the Audit and Colleague Engagement

Committees. Further details can be found in the respective

Committee reports on pages 117, 122 and 127.

In March 2026, having further reflected on Board and

Committee updates received during 2025, which highlighted

the growing complexity of risks such as cybersecurity,

regulatory change, sustainability, AI and geopolitical factors,

the Board decided to expand the Audit Committee’s remit

from April 2026, to include risk oversight more fully.

This reflects our commitment to strong governance and

alignment with best practice. The benefits of increasingly

integrating financial reporting, internal controls and risk

management under one Committee for a holistic assurance

view are clear. We believe that consolidating risk oversight

within an expanded Audit and Risk Committee will improve

visibility, streamline reporting and strengthen accountability.

This approach aligns with the Code and its guidance, ensuring

financial integrity and risk resilience are considered together

for proactive risk identification and mitigation.

Board performance and development

We commissioned an externally facilitated Board

effectiveness review, conducted by Lintstock, in

accordance with the Code. The review confirmed

that the Board and its Committees operate effectively,

with Directors demonstrating strong commitment and

constructive challenge. Actions identified will inform

our continuous development and improvement agenda.

More information can be found in the Nomination Committee Report

and on pages 122 and 123

Stakeholder engagement

Long-term success depends on strong relationships

with all stakeholders. Caroline Johnstone has held the

role of designated Non-Executive Director for Colleague

Engagement since 2019 when the Colleague Engagement

Committee was established. You can read about the activities

undertaken by the Committee in her report on pages 117 to

121.

We also maintain an ongoing dialogue with investors and proxy

advisers through a number of engagements and events, as well

as through a consultation exercise that helped inform our

review of the Directors’ Remuneration Policy, which will be

subject to a shareholders’ vote at the 2026 Annual General

Meeting (AGM). The Directors’ Section 172 Statement describes

how the Board has had regard to the matters set out in Section

172 when performing its duty to promote the success of the

Company, including our engagement with wider stakeholders.

This can be found on pages 8 to 11.

The Company also engages with several proxy advisory firms

ahead of publication of its Notice of AGM and publication of

their proxy reports in order to, where possible, align

proposed resolutions with investor expectations.

Fair, balanced and understandable

In accordance with the Code, the Board confirms that it

considers that the Annual Report, taken as a whole, is fair,

balanced and understandable and provides the information

necessary for shareholders to assess the Group’s financial

position, performance, business model and strategy. More

information on how the Board formed this opinion can be found

in the Audit Committee Report on page 131.

Annual General Meeting

The AGM provides shareholders with transparency on

Company progress and the opportunity to ask questions of the

Board. The AGM is scheduled to take place on 13 May 2026.

An explanation of the resolutions sought is set out in the

Circular and Notice of Meeting on our website and sent to

shareholders in the format selected by them. As required

by the Code, the resolutions regarding each Director’s

appointment or reappointment will be accompanied by

information on why their contribution is and continues to be

important to the Company’s long-term sustainable success.

This year we are delighted once again to invite you to the AGM

at our Group Headquarters at Charlton House, in Cheltenham,

UK, where I look forward to meeting with shareholders.

Tim Cobbold

Chair

9 March 2026

Spirax Group plc Annual Report 2025 103

Governance Report

Board tenure

3 years 5 months

Average Board tenure

Chair

Non-Executive Director

Group Chief Executive Officer

Group Chief Financial Officer

Board length of service

0-3 years 45%

3-5 years 10%

5+ years 45%

Jane Kingston Retired

September 2025

Non-Executive Director

Remuneration

Committee Chair

Maria Antoniou

Appointed

June 2025

Non-Executive Director

Remuneration

Committee Chair

from June 2025

Andrew Kemp

Appointed

November 2025

Non-Executive Director

Audit Committee Chair

Designate

Board changes during the year

0 8642

Years

Tim Cobbold

Nimesh Patel

Louisa Burdett

Maria Antoniou

Angela Archon

Constance Baroudel

Peter France

Richard Gillingwater

Caroline Johnstone

Andrew Kemp

Kevin Thompson

Governance at a glance

As at 31 December 2025

Sales and Marketing

Strategy

International business

Engineering

Industrial and Manufacturing

Operational

M&A and R&D

Restructuring, Rationalisation and

Change Management

Risk Management

Digital strategy

Business systems

(AI/DataManagement)

Digital risk, privacy

and cybersecurity

Environmental, health and safety

OrganisationalCulture(DE&I)

Innovation

Board experience and skills

Outlined below is the number of Board members with the respective experience

and skills relative to our Together for Growth Strategy.

Spirax Group plc Annual Report 2025104

Governance Report — Board leadership and Company Purpose continued

January 2025

Investor site visit to Cheltenham

2025 Board Activities and Stakeholder Engagement

In 2025, we conducted almost 300 investor meetings, providing updates on the following:

•

2025 outlook and medium-term targets

•

Leadership and culture evolution

•

Consultation on the new

Remuneration Policy

•

Business model resilience and evolution

•

End market weaknesses and opportunities

February 2025

•

Continuing oversight of the ERP design

•

Approval of Board focus areas following

the 2024 Board effectiveness review

March 2025

•

Approval of final dividend

•

Approval of Full Year Results

Full Year Results Announcement and

shareholder roadshow meetings

Jefferies Pan-European

Mid-Cap conferences

April 2025

•

Publication of the 2024 Annual Report and

Accounts and Notice of AGM

Boston/New York Roadshow

May 2025

•

Deep dive Business review – ETS

•

Approval of Modern Slavery Statement

•

Formation of Pensions Committee

•

Approval of Taxation Committee Terms of

Reference (ToR)

•

Approval of Treasury Committee ToR

•

Annual General Meeting

•

Trading Statement

Madrid Roadshow

•

Dividend payment

June 2025

•

Maria Antoniou appointed to the Board

and induction

•

Board visit to Brazil Group Businesses

– colleague engagements

•

Board strategy – two-day event with GEC

•

Reshaping the organisation

BNP Paribas Exane CEO Paris

Conference

Amsterdam roadshow

Investor site visit to Cheltenham

July 2025

Investor site visit to Cheltenham

August 2025

•

Approval of interim dividend

Approval of Half Year Results

Half Year Results Announcement

and shareholder roadshow meetings

•

Deep-dive Business Review – WMFTS

•

Establishing a Disclosure Committee

and approving the Committee ToR

•

Market Abuse training refresh

•

Board Committees composition refresh

September 2025

Investor site visit to Cheltenham

New York Roadshow

Canada Roadshow

October 2025

•

Deep-dive Business review – STS

•

One Planet Strategy refresh

•

Digital for Enterprise review

•

Andrew Kemp appointment

Scandinavia Roadshow

November 2025

•

Andrew Kemp joined the Board

and induction

•

Trading update

Investor site visit to Cheltenham

•

Interim dividend

December 2025

•

Organisational Fitness

•

Commercial Excellence

•

2025 Board effectiveness review

•

Governance ToR (Remuneration/

Audit Committee)

Redburn CEO Conference

Key

•

Board Activities

Stakeholder Engagement

Spirax Group plc Annual Report 2025 105

Governance Report

Board diversity

Progress against

diversity targets

Gender

Male 54.5%

Female 45.5%

Ethnicity

White 81.8%

Ethnic minority 18.2%

Nationality

British 81.8%

French 9.1%

American 9.1%

Actual Target

Female Board members

45.5%

40.0

45.5

Ethnic minority

Senior female in one

ofour‘fourkeyroles’

Board of Directors

Tim Cobbold BSc, FCA

Chair

Appointed to the Board

September 2024

Board Chair with effect from 1 January 2025

Skills and experience

Tim has extensive experience in leading large,

complex international listed businesses and

has been CEO at Chloride Group plc, De La

Rue plc and most recently, UBM plc. He has a

strong track record of value creation through

growth and operational delivery. Tim was also

Non-Executive Director of Rotork plc (until

December 2024). Tim is a qualified chartered

accountant and has a BSc in Mechanical

Engineering from Imperial College, London.

External appointments

Non-Executive Director and Chair of TI Fluid

Systems plc until April 2025.

Nimesh Patel BSc

Group Chief Executive Officer

Appointed to the Board

September 2020

Skills and experience

Nimesh has international and senior leadership

experience spanning strategy, finance, industrial

businesses, capital markets and M&A. Before

joining the Group in 2020, he served as Chief

Financial Officer of the De Beers Group. Prior

to that, Nimesh was Group Head of Corporate

Finance at Anglo American plc, leading global

teams. Earlier in his career, he spent 14 years

in investment banking at JP Morgan and later

as a Managing Director at UBS.

External appointments

Nimesh was Co-Chair of the FTSE Women

Leaders Review (formerly the Hampton-

Alexander Review) from April 2022 until

February 2026 and is a Trustee of

Barts Charity.

Angela Archon MSc, BSc

Independent Non-Executive Director

Appointed to the Board

December 2020

Skills and experience

Angela has over 30 years of leadership

experience, with expertise in information

technology, including digital/AI, operational

excellence and strategy. She held senior

executive roles at IBM, including VP of

Transformation and COO of Watson Health.

In the past 10 years, she has served on boards

of publicly listed companies and as Board

Liaison for The National Action Council for

Minorities in Engineering for eight years.

Angela has a Professional Engineer’s licence.

External appointments

Non-Executive Director of DT Midstream Inc.

and CommonSpirit Health. Angela is a member

of Tau Beta Pi, the national Engineering Honor

Society in the USA.

Louisa Burdett BSc, ACA

Group Chief Financial Officer

Appointed to the Board

July 2024

Skills and experience

Louisa is a chartered accountant with

extensive financial leadership experience

across the industrial, manufacturing,

pharmaceutical and publishing sectors, in

international businesses. Before joining the

Group in 2024, she served as Chief Financial

Officer of Croda International plc. She previously

held CFO positions at Meggitt plc and Victrex

plc, leading finance functions within globally

diversified, UK-listed businesses. Louisa has a

strong track record in finance transformation,

functional operational excellence and disciplined

capital allocation across complex international

environments. She was a Non-Executive

Director and Audit Committee Chair of RS

Group plc until January 2026.

External appointments

Louisa will become a Non-Executive Director

of SEGRO plc with effect from 1 May 2026.

RK RK

Constance Baroudel MSc, BA,

Independent Non-Executive Director

Appointed to the Board

August 2023

Skills and experience

Constance has strong strategic and operational

leadership experience across multiple sectors,

bringing over 20 years of experience in global

listed organisations, including extensive

experience in industrial innovation, digitalisation

and M&A.

She has an MSc in International Accounting and

Finance from the London School of Economics,

an MSc in Corporate Finance and Strategy and

a BA in International Relations from Sciences

Po Paris.

External appointments

Sector Chief Executive, Environmental &

Analysis, and Chief Sustainability Officer

at Halma plc.

Maria Antoniou BA, FCIPD

Independent Non-Executive Director

Appointed to the Board

June 2025

Skills and experience

Maria has over 30 years of international HR

leadership experience including seven years

as Senior VP HR at E.ON, in Germany. She has

held senior HR leadership roles at Ford Motor

Company, Jaguar Land Rover and Transport

for London, all of which have involved complex

transformation programmes. She was a

Non-Executive Director at NATS until

July 2025.

External appointments

Group HRD at Morgan Advanced Materials plc,

Chair of Trustees of Transport for London’s

Pension Fund. Maria will become a

Non-Executive Director of Victrex plc

with effect from 1 September 2026.

Spirax Group plc Annual Report 2025106

Governance Report — Board leadership and Company Purpose continued

Richard Gillingwater CBE, MBA, MA

Law, Solicitor

Independent Non-Executive Director

and Senior Independent Director

Appointed to the Board

March 2021

Appointed Senior Independent Director in

August 2021

Skills and experience

Richard has extensive leadership experience

in global businesses and was Chair of Janus

Henderson Group plc and SSE plc for over five

years. He has also held a range of Executive

positions within global investment banks

including Kleinwort Benson, Credit Suisse

and Barclays de Zoete Wedd.

Richard holds an MBA from the International

Institute for Management Development, an

MA Law from Oxford University and is a

qualified solicitor.

External appointments

Senior Independent Director of Whitbread plc

and Governor at The Wellcome Trust.

Caroline Johnstone BA, CA

Independent Non-Executive Director

Appointed to the Board

March 2019

Skills and experience

Caroline has almost 40 years of experience

with global organisations, focusing on

transformation, culture change, M&A and cost

optimisation. She was a Non-Executive

Director at Synthomer plc (until December

2024) and Shepherd Group Ltd (until June

2024). Caroline also served as a people

partner on the Board of PwC’s Assurance

practice and was a member of the Governing

Board of Manchester University.

She is a chartered accountant and a member

of the Institute of Chartered Accountants

of Scotland.

External appointments

Chair of Durham University Council.

Andrew Kemp BA, FCA

Independent Non-Executive Director

Appointed to the Board

November 2025

Skills and experience

Andrew is a chartered accountant, with

a distinguished career at PwC, including

27 years as an Audit Partner. He brings

extensive financial, risk and governance

experience, together with extensive

board-level experience, providing strategic

and audit oversight in both private and

public companies.

External appointments

Non-Executive Director and Chair of the Audit

Committee at The Berkeley Group Holdings

plc. Non-Executive Director and Chair of the

Audit and Risk Committee at Irwin Mitchell

Holdings Ltd. A Governor and Chair of the

Finance Committee of Birkbeck University of

London. Chair of the Audit Committee Chairs’

Independent Forum.

Kevin Thompson BSc, FCA

Independent Non-Executive Director

Appointed to the Board

May 2019

Skills and experience

Kevin has over 30 years of experience in

senior leadership and was Group Finance

Director of Halma plc for 20 years, with

experience in engineering, international

business, M&A and strategy.

Kevin is a Chartered Accountant and is

a Fellow of the Institute of Chartered

Accountants in England and Wales.

External appointments

Deputy Chair and Trustee of the Great

Ormond Street Hospital Children’s Charity.

Peter France

Independent Non-Executive Director

Appointed to the Board

March 2018

Skills and experience

Peter has extensive experience in international

business leadership, having served as CEO of

Asco Group, Rotork plc and TT Electronics plc.

At Rotork plc, Peter had various key roles, gaining

experience in operational and industrial

engineering, sales and marketing and was

Chief Operating Officer and Director of Rotork

South East Asia, located in Singapore.

He is a Chartered Director with the Institute

of Directors.

External appointments

Peter was Chief Executive Officer of TT

Electronics plc until April 2025.

Key:

Audit Committee

Nomination Committee

Colleague Engagement Committee

Remuneration Committee

Risk Management Committee Denotes Committee Chair

Céline Barroche LLM, PGDL, ACG

Group General Counsel and

Company Secretary

Appointed as Group General Counsel

and Company Secretary

September 2024

Skills and experience

Céline has over 25 years’ legal and

management experience with global businesses

and is an experienced member of the Group

Executive team, bringing strategic insights and

governance expertise. She has held senior

roles, including Group General Counsel and

Group Company Secretary in FTSE listed

companies. Prior to joining she was General

Counsel at Allied Universal International,

responsible for the delivery of legal services

in 85 countries and was also Chair of the

Allied Universal International Ethics Committee.

Céline is a qualified solicitor in England and

Wales and a Chartered Company Secretary.

Spirax Group plc Annual Report 2025 107

Governance Report

Andrew Mines

Managing Director

Electric Thermal Solutions

Appointed to the Group

Executive Committee

November 2019

Skills and experience

Andrew joined the Group in 2019 as Managing

Director of Watson-Marlow Fluid Technology

Solutions and was appointed as Managing

Director of Electric Thermal Solutions in 2024.

Prior to this he had a 23-year career with Global

Construction Products of Illinois Tool Works Inc.

(ITW), developing experience in engineering, sales

and manufacturing. Andrew is a Steering Group

member of the registered charity, Movement

to Work.

Stuart Roby

Managing Director Watson-Marlow

Fluid Technology Solutions

Appointed to the Group

Executive Committee

January 2025

Skills and experience

Stuart has broad operational experience

and expertise in LEAN manufacturing and

an understanding of direct sales models.

Prior to joining the Group, he was Managing

Director of the Technical and Flooring

business at The Vita Group, having previously

served as Business Development Director.

Stuart has a Master’s in Engineering and is

a certified Six Sigma Black Belt.

Maurizio Preziosa

Managing Director

Steam Thermal Solutions

Appointed to the Group

Executive Committee

January 2021

Skills and experience

Maurizio joined the Group as Managing Director

of Spirax Sarco Italy, before taking on the roles

of Regional General Manager Southern Europe

and Global Divisional Director Gestra. In 2021,

he was appointed Group Managing Director

Steam Specialties (now renamed Steam

Thermal Solutions). Earlier in his career,

Maurizio held a range of sales management

and general management roles at ABB Group.

Jim Devine

Group HR Director

Appointed to the Group

Executive Committee

February 2016

Skills and experience

Jim has extensive global HR experience, with

particular expertise in developing initiatives

focusing on inclusion and diversity and global

colleague wellbeing. Prior to joining the

Group Jim was HR Director at Chemring plc.

He has held various HR roles in international

businesses, including Centrica plc,

Ford Motor Company and BAE Systems.

Sarah Peers

Group Sustainability Director

Appointed to the Group

Executive Committee

October 2022

Skills and experience

Sarah was appointed Group Head of

Sustainability in July 2020 before being

appointed Group Sustainability Director in

October 2022, reflecting her leadership in

developing and embedding the Sustainability

strategy across the Group. Prior to her

transition into Sustainability, Sarah was

Head of Corporate Communications and

earlier in her career, was a teacher.

Sarah holds a Doctorate in Historical

Geography from the University of Oxford.

Sarah leaves the Group on 8 April 2026.

Maria Wilson

Group Digital Director

Appointed to the Group

Executive Committee

September 2023

Skills and experience

Maria is leading and accelerating the Group’s

digital strategy, with her expertise in digital

transformation, alongside her engineering

expertise. Prior to joining the Group, Maria was

the Global Leader for Data Driven Advantage

at Howden, leading the vision definition

and execution of a global digital programme

focused on delivering business growth

through customer engagement strategies

enabled by digital technologies. Previously,

Maria held other senior positions at Howden.

Maria has a PhD in Fluid Mechanics from the

University of Erlangen-Nuremberg, Germany.

Group Executive Committee

Nimesh Patel

Group Chief Executive Officer

Louisa Burdett

Group Chief Financial Officer

Céline Barroche

Group General Counsel and

Company Secretary

See biographies on Board of Directors pages 106 and 107

Spirax Group plc Annual Report 2025108

Governance Report — Board leadership and Company Purpose continued

Maria Antoniou’s Board reflections

Spirax Group’s sustainability progress, as evidenced by

strong performance against the 2021 targets, including a

marked reduction in greenhouse gas emissions and the

way in which it supports customers on their sustainability

journeys, is another differentiator and shows that

sustainability is deeply embedded in how the Group

aims to create long-term value for all stakeholders.

It has been positive to observe continued progress in

advancing equality across the Group, including a further

reduction in our UK Gender Pay Gap. I am looking forward

to working with Caroline Johnstone this year, as our two

Committees undertake a thorough review of colleague

feedback on pay, benefits, recognition and performance

gathered from our 2025 Colleague Engagement Survey,

to ensure our reward frameworks continue to support an

inclusive, high-performing culture and long-term

value creation.

It has been a pleasure to contribute to the Group’s

governance during my first year. I look forward to playing

my part in supporting leadership as they build further

momentum behind the Together for Growth Strategy

in 2026 and beyond.

Joining Spirax Group’s Board in June 2025 has been both a

privilege and an energising experience, providing valuable

insight into a Company with a remarkable track record,

a strong sense of Purpose and a commitment to long-term,

sustainable value creation. From my earliest meetings,

I have been struck by the quality and openness of debate

across the Board and Committee rooms, as well as the

shared determination to balance performance delivery

with the interests of customers, shareholders, colleagues

and broader stakeholders. I have been particularly

impressed by the colleagues I have interacted with and their

willingness to tell me about the role they play in the Group.

As Chair of the Remuneration Committee, much of my

first year has been spent overseeing two significant

areas of work: reviewing remuneration outcomes linked to

performance in 2025 and leading the triennial review of the

Directors’ Remuneration Policy to be implemented in 2026.

The review has provided an important opportunity to

ensure that our framework continues to support the

Group’s strategy. These discussions were thorough,

stretching and constructive, reflecting both the complexity

of our operating environment and the high standards we

apply to governance. An important part of the policy review

was hearing first-hand the views of our shareholders.

More broadly, I have been consistently encouraged by the

Group’s disciplined performance despite some headwinds

in key markets and widespread economic volatility. It is

clear that colleagues across Spirax Group continue to

demonstrate resilience and focus in delivering on the

Group’s commitments even during periods of change and

uncertainty. The dedication and collaboration that underpin

this performance are clearly embedded in the culture

and evident in the interactions between colleagues and

the Board.

I have been struck by the quality and

openness of debate across the Board

and Committee rooms.”

Maria Antoniou

Independent Non-Executive Director

Spirax Group plc Annual Report 2025 109

Governance Report

How we are governed

Our governance framework

The Board is committed to a governance framework

that supports the Group’s Together for Growth Strategy.

While the Group Executive Committee (GEC) manages the

implementation of the day-to-day operations, the Board’s

focus is on long-term success, strategic oversight and

robust risk management. This commitment is reflected in the

Company’s established corporate governance framework,

available at spiraxgroup.com/governance-documents,

which is designed to enable effective decision making and

compliance with the Code.

The role of the Board and Committees

The Board holds collective responsibility for the Group’s

long-term success and operates under a formal schedule

of matters reserved for its decision making. While the Board

retains overall responsibility, specific responsibilities are

delegated to Committees, allowing focused oversight of

key areas such as Audit, Risk, Remuneration, Colleague

Engagement and succession planning. Except for the Risk

Management Committee (comprising senior executives),

all Committees consist solely of independent Non-Executive

Directors. The Risk Committee will cease to be a formal

Committee of the Board and the Audit Committee will

expand, to include more formally and fully, oversight of

risk within its remit from 1 April 2026. From April 2026 all

Committees of the Board will consist solely of independent

Non-Executive Directors.

Committee discussions and recommendations are reported

to the Board after each meeting. Terms of Reference for all

Committees are reviewed annually and are available on the

Group’s website spiraxgroup.com/governance-documents.

Individual Committee reports from each Chair are included

in this report.

Delegation of authority

The delegated authority matrix ensures decisions are made

at the right level, supporting efficiency and accountability.

It is reviewed annually.

Supporting policies

The Board also maintains policies that underpin responsible

business conduct, including our Code of Conduct, Whistle-

blowing Policy, Anti-Bribery and Corruption Policy and

Human Rights Policy.

We operate a zero-tolerance approach to bribery and

corruption, supported by an independent whistle-blowing

platform (Safecall), which offers a secure, anonymous

facility for reporting concerns via web portal or telephone.

Additional resources, such as our Employee Assistance

Programme, are available to help colleagues balance work

and personal life.

Our Group values diversity across multiple dimensions,

including ethnicity, gender, language, age, sexual

orientation, religion, socio-economic status, physical and

mental ability, thinking styles, experience and education.

We believe that diverse perspectives foster innovation

and drive business success. Effective diversity

management enhances creativity, flexibility, productivity

and competitiveness. Further details on Inclusion and

Diversity are available in the Sustainability Report on

pages 67 and 68 and at spiraxgroup.com/inclusion.

As a Disability Confident - Committed (Level 1) employer

in the UK, we have committed to ensuring inclusive and

accessible recruitment processes that give full and fair

consideration to applications for employment made

by disabled (whether visible or invisible) persons, to

anticipating and providing reasonable adjustments

as required, and to supporting existing employees

continuing in work should they acquire a disability

or long-term condition (for example, through training,

reasonable adjustments, confidential counselling

through our free Employee Assistance Programme,

advice through our partnership with the Business

Disability Forum or other support).

More broadly, and in line with our Group Diversity and

Inclusion Policy, we believe in treating all people with

respect and dignity, ensuring fairness in all aspects

of employment and making opportunities for training,

development and progress available to all of our

colleagues, including colleagues with disabilities and

long-term conditions and neurodiverse colleagues.

We support this with activities including our global

colleague networks (further details are on page 115).

Further reading

Our Anti-Bribery and Corruption Policy and Modern Slavery

Statement can be found on our website spiraxgroup.com/

governance-documents

Spirax Group plc Annual Report 2025110

Governance Report — Board leadership and Company Purpose continued

Board and Committee meetings during the year

In 2025, there were seven scheduled Board meetings. Attendance at meetings of the Board and its Committees is detailed

below. Meetings are typically attended by Directors who are members of the Board or relevant Committees. Non-Executive

Directors may also attend meetings of Committees they are not members of, by invitation. Directors should attend all Board

and relevant Committee meetings unless they have prior commitments, illness or conflicts of interest. Those unable to

attend are sent the relevant papers and provide comments in advance. All Board and Committee members receive all

meeting minutes.

During the year, meetings focused on:

•

Strategy: progress on Together for Growth, sustainability (One Planet) and digital transformation as well as a two-day

strategy session to review medium-term plans and long-term priorities

•

Risk and Audit: Principal Risk reviews, internal controls and readiness for Provision 29 of the Code (effective 2026)

•

People and Culture: talent development, succession planning and whistle-blowing updates

•

Governance: Insider dealing prevention framework refresh and training, Committee membership refresh, Committee

reports, legal matters and Remuneration Policy review ahead of the 2026 AGM vote

See pages 102 and 103 for further information

Board and Committee attendance

Directors during the Year Committee Chair Board Audit

Colleague

Engagement Nomination

∞

Remuneration

Risk

Management

Non-Executive Directors

Tim Cobbold Nomination 7/7 4/4

Maria Antoniou* Remuneration 4/4 1/1 1/1 2/2

Angela Archon 7/7 3/3 2/2 5/5

Constance Baroudel** 7/7 2/2 3/3 2/2

Peter France 7/7 5/5 3/3 4/4

Richard Gillingwater 7/7 5/5 4/4 5/5

Caroline Johnstone Colleague

Engagement

7/7 5/5 3/3 4/4

Andrew Kemp*** 1/1 1/1

Jane Kingston**** 5/5 2/2 2/2 3/3

Kevin Thompson Audit 7/7 5/5 2/2 5/5

Executive Directors

Nimesh Patel Risk Management 7/7 3/3

Louisa Burdett 7/7 3/3

* Joined the Board 1 June 2025.

** Joined the Audit Committee 12 August 2025.

*** Joined the Board 1 November 2025.

**** Stepped down from the Board 30 September 2025.

∞ Composition of the Nomination Committee was streamlined in August 2025, with Maria Antoniou, Angela Archon, Constance Baroudel,

Jane Kingston and Kevin Thompson all stepping down.

Board oversight and governance activities

The Board receives regular reports on the Group’s key activities and updates from the Chairs of the Audit, Nomination,

Remuneration and Colleague Engagement Committees at each scheduled meeting. The Board is kept informed of significant

upcoming events, strategic developments, investor relations, legal matters and issues relating to environmental sustainability

and health and safety.

The Board holds overall responsibility for the stewardship of the Group’s risk management framework and internal control

environment. The Board reviews and performs a robust assessment of the Group’s Principal and emerging risks and uncertainties

at least annually. The work of the Audit Committee and the Risk Management Committee supports this oversight. The Board

remains satisfied with the effectiveness of the Group’s risk assessment, monitoring and internal control processes and

continues to support ongoing improvements in these areas.

To ensure compliance with the Code, the Audit Committee, with support from the Risk Management Committee,

is strengthening the risk management framework and internal controls underpinning the Group’s reporting. These

enhancements ensure readiness for Provision 29 of the Code, effective from 1 January 2026 (see Risk Management

Committee report, page 125 and Audit Committee Report, page 127). Further information on this work can be found in these

Committees’ reports on pages 124 and 127. As explained earlier in the Report, from April 2026 we are expanding the Audit

Committee’s remit to include risk more fully. This will streamline governance by integrating financial, control and risk

oversight in line with best practice and emerging risk complexity.

Board meetings and annual cycle

Spirax Group plc Annual Report 2025 111

Governance Report

Board oversight and governance activities continued

Effective governance depends on strong information flows. We ensure that agendas are forward looking and papers are

concise and tailored and we regularly ask senior leaders to present to the Board. Independent sessions with our external

Auditor, Deloitte and remuneration consultants, Korn Ferry, ensure robust challenge and objectivity. The Audit Committee

and the Remuneration Committee each hold independent sessions with the external Auditor, Deloitte and remuneration

consultant, Korn Ferry, respectively. This ensures robust challenge and objectivity. The Board confirms no Director has any

connection with these firms.

The Colleague Engagement Committee also meets independently with groups of colleagues to gather insights and feedback.

Read more details on colleague engagement, including topics raised and the Group’s responses, on pages 115 to 120.

The Board holds an annual two-day strategy session focused on long-term planning, with GEC members presenting

strategic papers on finance, technology, growth and stakeholder engagement. The Board receives regular updates from the

Group General Counsel and Company Secretary on whistle-blowing arrangements.

Strategy

The Board considered key areas of strategy and

progress made towards the delivery of the Together

for Growth Strategy.

•

Group strategy framework

•

Medium-term plans for all three Businesses

•

Corporate strategy

•

One Planet: Engineering with Purpose Sustainability

Strategy (moving forward as the One Planet Roadmap)

Audit and risk

•

Annual Risk Review

•

External financing facilities

•

Principal Risks deep dive

•

Tax and treasury updates

•

Whistle-blowing reports

Performance

•

Monthly, quarterly, biannual and annual trading,

as appropriate*

•

Company share performance and shareholder/

analyst feedback*

•

Business reviews and senior management presentations

•

One Planet performance updates (moving forward

as the One Planet Roadmap)

Culture and people

•

HR and talent

•

Whistle-blowing

•

Colleague Engagement Survey

Sustainability, health and safety

•

Health and Safety*

•

One Planet updates (moving forward as the

One Planet Roadmap)

Governance

•

Updates by Committee Chairs*

•

Updates on material legal and Governance matters*

•

Remuneration Policy update

•

Committee membership review

•

Matters reserved to the Board and Committee

Terms of Reference reviews

* Standing items at every scheduled Board meeting.

15%

Operations

and Risk

How the Board spent its time

40%

Strategy

20%

Finance, Audit

and Reporting

10%

People

10%

Governance

Sustainability,

Health & Safety

Board meetings and annual cycle continued

Standard items on Board calendar

Spirax Group plc Annual Report 2025112

Governance Report — Board leadership and Company Purpose continued

Our Board is committed to continuous improvement. In 2025, we appointed Lintstock, on a three-year cycle, to conduct an

external review of the Board and its Committees. We consider that this engagement will enable Spirax Group to work with

Lintstock to ensure that the review recommendations are implemented and best practice guidance is met. Lintstock is an

advisory firm that specialises in Board reviews and has no other connection with the Company or individual Directors. Year

one includes an extensive Board review, supported by broad engagement with the Board, including surveys and individual

interviews. Year two and three will be survey-led reviews.

Scoping and tailoring

September 2025

The scope and objectives of the review were agreed following several briefing meetings

with Lintstock.

Lintstock collaborated with Company Secretariat, the Chair and Committee Chairs to design

a bespoke survey tailored to Spirax Group and the Board. As well as covering core aspects of

governance such as information, composition and dynamics, the review considered people,

strategy and risk areas relevant to the performance of Spirax Group. The review had a

particular focus on the following areas:

•

Recent Non-Executive Director appointment and induction processes

•

The Board’s oversight of the Together for Growth Strategy

•

How the Board’s composition and skills should evolve to continue to support

effective oversight

Completion of surveys

October 2025

Surveys were distributed to Board, Executive Committee members, other senior managers,

key Board advisers and external stakeholders to evaluate the Board, its Committees and

the Chair. Each Director also completed a self-assessment questionnaire addressing their

own performance.

Observation

October 2025

A Lintstock representative observed Board and Committee meetings and reviewed the

accompanying papers, gaining insights on the Board dynamics and conduct of meetings.

Interviews

October – November 2025

In-depth interviews with Board members and Executives were conducted by two Lintstock

Partners. The findings from the survey stage enabled Lintstock to focus discussions on the

priorities for each interviewee.

Analysis and delivery

of reports

November 2025

Lintstock analysed the findings from the surveys, as well as its observation and interviews it

had conducted and delivered its findings, together with its observations and recommendations.

Board discussion

December 2025

The results of Lintstock’s evaluation for the Board were shared with the Chair and circulated

to the rest of the Board and then discussed at the December Board meeting. Actions were

agreed for implementation and monitoring. Each Committee Chair also received the results

of the evaluation conducted for their respective Committee, which they have used to inform

Committee discussions and actions for 2026.

Lintstock found that the Board and Executives engaged well with the Board review process, providing a number of useful

insights to support continuous improvement.

With the Board’s membership in transition, following recent changes across Board and Committee Chair positions, many

of the review’s findings relate to how best to address Board composition and ensure that the Board is well supported to

oversee the execution of the Group’s Together for Growth Strategy.

The review identified a number of priorities, including:

•

Develop the approach to refine the mapping of Board skills and experience and consider how Board composition

should evolve over the longer term

•

Further strengthen Non-Executive Directors’ engagement with management to deepen strategic insight and reinforce

high-quality oversight and decision making

•

Broaden the Board’s external focus and provide additional training to support its oversight of risk in a fast-changing

environment, including providing customer and competitor insights

•

Review the remit of the Nomination Committee to include skills assessment, rotation planning and Executive succession

planning visibility

•

Support the new Audit Committee Chair and the expansion of the Committee’s remit

•

Support the continued embedding of the Colleague Engagement Committee’s remit, ensuring it continues to provide a

robust and effective channel for meaningful colleague insights and constructive feedback

•

Build on the Remuneration Committee’s proactive engagement with shareholders in 2025 to remain attentive to

shareholders and broader stakeholders while also continuing the Committee’s work to align with UK regulatory changes

Board effectiveness review

Spirax Group plc Annual Report 2025 113

Governance Report

Board composition and division of responsibilities

At 31 December 2025, the Board comprised a Non-Executive

Chair, two Executive Directors and eight independent

Non-Executive Directors, including one appointed as

Senior Independent Director.

The Board’s governance arrangements align with the Code,

with clearly defined and documented responsibilities for the

Chair, Group Chief Executive Officer, Senior Independent

Director and the Board Committees. The roles of Chair and

Group Chief Executive Officer are distinct and separately

held, ensuring a clear division between Board leadership

and the Group Executive Committee (GEC). This structure

prevents any individual or group from dominating decision

making. All Non-Executive Directors, including the Chair,

are considered independent.

Board succession and tenure

Succession planning remains a priority, with diversity

embedded in recruitment and development activities.

The Nomination Committee regularly reviews succession

plans in line with strategy, business needs, tenure and

diversity (see pages 122 and 123).

Director appointments and replacements are governed by

the Articles of Association, the Code and the Companies

Act 2006. Shareholders can amend the Articles by special

resolution. Directors may be appointed by ordinary resolution

of shareholders or by Board resolution. In accordance

with the Code, all Directors, including the Chair, stand for

election or re-election as specified. Board recommendations

on appointments and reappointments are detailed in the

Nomination Committee Report (page 123).

The service contracts for Executive Directors can be

terminated with 12 months’ notice. Non-Executive Directors’

appointments can be terminated with one month’s notice,

while the Chair’s appointment requires three months’ notice

for termination. Further details regarding the Directors’

service contracts are available in the Directors’

Remuneration Report on page 152.

Induction and development

New Directors receive formal induction training, with

further details provided in the Nomination Committee

Report on page 123. Ongoing, tailored training is available

upon request, reflecting individual skills and experience.

The Board undertakes annual governance training, while the

Audit Committee arranges yearly ESG and financial training.

Directors receive regular updates on business developments,

legislative and regulatory changes and have access to a

resource centre. Directors also have access to the Group

General Counsel and Company Secretary for advice and

are encouraged to request additional training as needed.

External listed company appointments

and conflicts of interest

The Board permits Directors to hold external roles provided

these do not give rise to material conflicts of interest or

impair their ability to fulfil their duties. Such roles can

enhance the skills and experience they bring to the

Company. Directors must disclose all external appointments

and significant time commitments upon appointment and

notify the Chair and Company Secretary of any changes

during their tenure. New positions require Chair approval

and are reported to the Board. Significant changes in

commitments are discussed with the Chair. The Board

acknowledges the importance of Directors having enough

time to perform effectively and has reviewed their external

commitments, and concluded each Director has sufficient

time for the Company.

At each Board meeting and annually, Directors confirm

their external appointments to identify any potential or

actual conflicts. As announced in February 2026 the

Chair approved the appointment of Louisa Burdett as a

Non-Executive Director of SEGRO plc from 1 May 2026

and the appointment of Maria Antoniou as Non-Executive

Director and Chair of the Remuneration Committee of

Victrex plc effective from 1 September 2026.

Further details are provided in the Directors’ biographies

on pages 106 and 107.

The number of external appointments held by Non-Executive

and Executive Directors as of 31 December 2025.

Non-Executive Director

No. of

other Non-

Executive/

Chair roles

No. of other

Executive

roles

Total no.

of mandates

(in accordance with

ISS guidelines)

including Spirax

Group

Tim Cobbold (Chair)* — — 2

Nimesh Patel (CEO) — — 3

Louisa Burdett (CFO)** 1 — 4

Richard Gillingwater 1 — 2

Maria Antoniou — 1 4

Angela Archon 1 — 2

Constance Baroudel — 1 4

Peter France*** — — 1

Caroline Johnstone — — 1

Andrew Kemp 1 — 2

Kevin Thompson 1 — 2

* Tim stepped down as Chair and Non-Executive Director of TI Fluid

Systems plc in April 2025.

** Louisa stepped down as Non-Executive Director of RS Group plc

in January 2026.

*** Peter stepped down as Chief Executive Officer of TT Electronics plc

in April 2025.

In the table above only positions in listed companies

or equivalent in other jurisdictions are included, in line

with Institutional Shareholder Services and other proxy

adviser guidelines.

Anyone holding more than five mandates at listed

companies is considered overboarded. For this calculation,

a Non-Executive Directorship counts as one mandate, a

Non-Executive Chair counts as two and an Executive Director

counts as three mandates.

The Board reviews potential conflicts between Directors and

the Company. Situational conflicts must be reported to the

Board for approval as they occur, despite a Director’s duty

to avoid them. Transactional conflicts should be notified to

the Board at the next meeting, where the Board will decide,

without the involved Director, whether to approve and how

to manage the conflict.

Board composition, division of

responsibilities and succession

Spirax Group plc Annual Report 2025114

Governance Report — Board leadership and Company Purpose continued

Embedding our culture

Enabling performance, accountability and trust

Our culture underpins how we deliver our strategy and

adapt for the future. It shapes how decisions are made, how

colleagues collaborate and how we balance performance

with responsibility. In the context of our Together for

Growth Strategy, culture is a key component: enabling

pace, accountability and consistent standards across a

more simplified and connected Group.

The Board is clear that a strong, healthy culture is not static.

As the Group evolves, the Board’s role is to ensure that our

culture continues to support effective execution, responsible

behaviour and long-term value creation for all stakeholders.

This requires active oversight, regular insight and a willingness

to challenge where outcomes or behaviours are misaligned

with our Purpose, Values or strategic priorities.

Board Diversity Policy

Diversity is embedded at the core of our approach to Board

composition and guides the recruitment process for new

Board members, ensuring a balance of skills, backgrounds

and perspectives to strengthen decision making. Our Board

Diversity Policy promotes inclusive membership across the

Board, its Committees and the Group Executive Committee,

supporting effective governance and long-term success for

shareholders and stakeholders. The policy is available at

spiraxgroup.com/governance-documents.

Additional information on Board and Committee diversity

and succession planning can be found in the Governance at

a Glance table on page 105 and the Nomination Committee

Report (pages 122 and 123).

Our culture is rooted in our Purpose, Vision and Values, not

as standalone statements, staying true to these supports our

decision making, behaviours and stakeholder engagement.

•

We are defined by our Purpose. To create sustainable

value for all our stakeholders as we engineer a more

efficient, safer and sustainable world

•

Our Vision sets out what we aspire to achieve and helps

colleagues and other stakeholders understand the five

important characteristics that will shape our future, as

we evolve and adapt to meet the changing needs of our

customers and broader stakeholders

•

Our Values support how we work, guiding our conduct,

decision making and collaboration across the Group

Together, they form the foundations of our culture and are

actively embedded through leadership behaviours, strategic

alignment across the organisation and active colleague

engagement. We reinforce this through consistent communication,

recognition of Values-led behaviours and ongoing

monitoring to ensure alignment as our Group evolves.

How the Board monitors and understands culture

The Board takes a multi-source, evidence-based approach

to understanding culture across the Group. It combines

qualitative insight with key data and metrics to build a

rounded view of how culture is experienced in practice and

how it is influencing performance, risk and decision making.

Key elements of this approach include:

•

Board role-modelling behaviours aligned to Values:

such as Collaboration, Integrity and Excellence and

integrating all core Values into planning, risk management

and transformation programmes to ensure Board

decisions reflect our Purpose and Vision

•

Listening directly to colleagues: through structured and

informal engagement, site visits and facilitated discussions,

enabling the Board to understand how inclusive our

culture is in practice and to test whether strategic intent

and Values are understood and lived at all levels

•

Using formal metrics and surveys: to monitor

engagement, enablement, safety and inclusion, helping

the Board to identify trends and to track progress against

our diversity and wellbeing ambitions over time

•

Reviewing people, ethics and sustainability indicators:

including whistle-blowing, conduct matters and responsible

business performance, to understand how behaviours,

decision making and outcomes align with our Values and

long term sustainability objectives

•

Embedding culture into governance and decision

making: with regular consideration of culture, inclusion

and responsible business impacts in Board and Committee

discussions on strategy, risk, performance, succession

and reward

•

Seeking independent assurance and challenge:

drawing on internal audit, specialist functions and external

perspectives to provide confidence that cultural, inclusion

and sustainability commitments are supported by effective

controls and are being applied consistently across the Group

From insight to action

Where the Board identifies gaps between intended and

actual behaviours, it expects clear ownership and targeted

action from management. This may include changes to

leadership focus, capability building, incentives or controls,

ensuring that culture continues to reinforce, rather than

impede, strategic delivery.

The case study on page 64 of this Report illustrates how this

approach operates in practice: combining insight from

engagement and data with Board level challenge

and translating that into tangible actions that strengthen

accountability and alignment across the Group.

Through this ongoing cycle of insight, challenge and action,

the Board remains confident that our culture is evolving in

step with the Group’s Vision, supporting disciplined execution

today while reinforcing the foundations of a responsible,

resilient, High Values, as well as High Performance business

for the long term.

Spirax Group plc Annual Report 2025 115

Governance Report

Spirax Group plc Annual Report 2025116

Governance Report — Board leadership and Company Purpose continued

Colleague Engagement Committee Report

Colleagues are motivated and energised by

the Group’s Together for Growth Strategy.

They see how this can benefit the Group

and allow them personally to develop. In

2025, they also reflected on a period of

change in the Group, which has been

challenging for some. We continue to create

a differentiated colleague experience, an

exciting and demanding, yet supportive

and caring, environment where everyone

can develop their full potential.”

Caroline Johnstone

Chair, Colleague Engagement Committee

Colleague engagement and discussions

Focus group feedback

Senior leadership discussion and updates on colleague engagement

Colleague engagement planning and follow-up

Committee governance

Annual Report review

How the Committee spent its time %

Committee membership

CarolineJohnstone(Chair)

Angela Archon

Maria Antoniou*

Constance Baroudel

Peter France

Jane Kingston**

* Maria joined the Committee

1 June 2025.

** Jane stepped down

30 September 2025.

40%

25%

15%

5%10%

Committee role and responsibilities

The primary focus of the Committee is ensuring colleague

views are heard and fully considered in Board decisions.

The Committee provides oversight of and makes

recommendations to the Board on all aspects of colleague

engagement and acts as a conduit for the voice of our

colleagues, ensuring their views are heard in Board

discussions and taken into considerations in Board

decisions. Through its work, the Committee also aims to

contribute meaningfully, enhancing colleague experience.

Caroline Johnstone is the Chair of the Committee and

also serves as the designated Non-Executive Director

for colleague engagement, having held a number of

people leadership roles in PwC and other businesses.

The Committee continues to serve as the Board’s

designated mechanism for workforce engagement,

in accordance with the UK Corporate Governance Code

2024 (the Code). The Terms of Reference are reviewed

regularly, to ensure they remain fit for purpose, enabling

the Board to meet the relevant requirements of the Code

and of Section 172 of the Companies Act 2006.

During 2025, the Committee was also supported by

Jim Devine, Group HR Director and Sarah Petherick,

Group Head of Colleague Experience.

Committee activities and meetings

The Committee held three meetings in 2025. Our Group

Chief Executive Officer and Chief Financial Officer attended

all Committee meetings, providing insights into colleague

engagement and Executive reflection on feedback from our

colleagues. Other Non-Executive Directors also regularly

participated in meetings and engagement activities. Non-Executive

Directors joining the Board have also attended and found

this forum to be a rich and useful source of information as

part of their onboarding process. After each meeting the

Chair reports key insights and actions to the Board.

The Committee’s activities include both structured, two-way

dialogue and informal one-on-one interactions between the

Committee members and colleagues.

•

A structured programme of engagement activities that

enables the Board, particularly Non-Executive Directors, to

maintain consistent and meaningful dialogue with colleagues

across the Group. These face-to-face interactions with

colleagues in their own environment provide the Committee

with insight into the day-to-day opportunities and challenges

of the Group and our colleagues

•

Participating in Board visits and informal engagement with

colleagues. Non-Executive Directors met with a wide range

of colleagues when the Board visited the Businesses in Brazil

in 2025. They also participate in the Group’s ‘Coffee talks’

initiative whereby, each quarter, they are randomly paired

with a colleague from any level of the organisation to have a

30-minute conversation which covers what it is like working

in the Group as well as sharing how the Board contributes

to the Group. This year, we have made a particular effort to

include colleagues from Vulcanic and Durex Industries that

became part of our ETS Business in 2022

•

OverseeingtheGroup’sbiennialglobalColleague

Engagement Survey, including the approach, results and

implementation of resulting action plans. The Committee

ensures that insights from the survey are used to inform

leadership decisions and drive continuous improvement.

The Group has analysed responses from the perspectives

of five different colleague experiences, whether they be

desk-free or offline colleagues, colleagues from large

or small operating companies or those in functional or

operational roles. These insights will enable more tailored

actions and communications to drive further clarity,

engagement and a stronger sense of belonging

Spirax Group plc Annual Report 2025 117

Governance Report

Colleague Engagement Committee Report continued

Committee activities and meetings continued

•

Engaging regularly with senior management to

understand how engagement is undertaken across the

Group and to share best practices that support a strong

and inclusive culture. This year, we heard from ETS and

each of our Brazilian Businesses and we reflected on how

our Businesses have responded to and engaged

colleagues in the Group’s Together for Growth Strategy

as well as the very different environment, opportunities

and challenges in each Business and the importance of

tailoring engagement for each area

•

Ensuring workforce policies and practices are

consistentwiththeGroup’sValuesandsupportits

long-term sustainable success. We held a discussion on

what future talent wants and how we are addressing this

•

Supporting the Audit Committee in ensuring that mechanisms

for raising concerns, such as whistle-blowing arrangements,

are accessible and well communicated and allow colleagues

to speak up confidentially and without fear of retaliation

Reviewing the effectiveness of our approach

to workforce (colleague) engagement

The Board regularly reviews its mechanism for workforce

engagement as required by the Code and has again

concluded that the current arrangements, with a dedicated

Committee for colleague engagement, work well and reflect:

•

The scale, diversity and complexity of our global operations

across varied operating companies and geographies

•

The benefits of focused time and attention on colleague

engagement, reinforcing the Group’s Purpose, Vision

and Values

•

Consistent feedback from colleagues highlighting

the benefits of direct interaction with Board members,

which fosters open dialogue and meaningful exchange

•

Consistent validation from leadership that colleague

feedback from Board level engagement is helpful in

adding to and providing a different lens to their own

discussions and engagement activities

•

The work undertaken by the Committee contributing to

how the Board monitors and assesses culture and how

culture is embedded in the organisation

The approach to workforce engagement is designed to be

strategic, inclusive, practical and aligned with our Purpose

and Values. Moreover, the three-year outline plan of activities,

described in this report are regularly reviewed and adapted

allowing the Committee to keep its engagement mechanisms

fresh, relevant and effective, in line with the requirements

of the Code.

Committee effectiveness and performance

To ensure our approach to workforce engagement remains

effective and aligned with best practice, the Committee

conducts an annual benchmarking exercise, reviewing

how peer organisations, particularly within the FTSE 100,

approach workforce engagement. Committee members

also share insights from their broader experience across

industries, highlighting practices that have proven to be

effective in other organisations. Our review also considered

the FRC’s 2024 Code Guidance.

While our review concluded that no significant changes

were required to our current approach, we remain committed

to continuous improvement and to align with the new Code,

which places greater emphasis on the Board’s role in

assessing how the desired culture is embedded.

In 2025, Lintstock conducted a review of the performance

of the Colleague Engagement Committee as part of the

external Board effectiveness review process. Further details

of the Board effectiveness review are set out on page 113.

Lintstock found the Colleague Engagement Committee to be

both a unique and successful governance construct which

is valued by both Non-Executive and Executive Directors.

The Committee has also been effective in highlighting

occasional divergence between intended plans and their

implementation in practice, giving management the

opportunity to course-correct. There are material benefits

to signalling the Group’s commitment to its colleagues

and how much they are valued, together with giving more

discussion time to the people agenda.

The review suggested enhancing the Committee’s existing

annual benchmarking exercise and exploring again if there

were any other innovative engagement mechanisms which

prove most effective in other businesses (broader feedback

trends as well as engagement mechanisms).

Chair’s review of 2025

I have reported before that I am struck by the open nature

of discussions I have with colleagues across the Group,

which has continued in 2025. Direct engagement with a

Board member continues to be cited by colleagues as a

demonstration of our open and inclusive culture, positively

contributing to their own levels of engagement. In a period

of change, it was even more important for colleagues to

tell us what they see as strengths and opportunities for

improvement which are summarised on page 120. This is

a key part of monitoring our culture across the Group and

adding insight to our Board decision making.

The focus of many discussions with our colleagues this

year was the Together for Growth Strategy and colleagues

were very positive, energised by the customer focus and

the momentum being created. We also heard that the changes

in some parts of our organisation to face the market more

directly had been clearly articulated, although some colleagues

had found the change challenging and it had taken time to

embed working across territories where that made sense

to do so. We provided feedback on the themes more quickly

this year, which allowed management to reflect and react to

colleagues’ experiences.

The Committee has challenged and is satisfied that we have

a good approach to colleague engagement, which supports

our strategic focus on building a resilient, inclusive culture,

enhancing operational effectiveness, driving sustainable

growth and ensuring that our colleague engagement plans

adapt and continue to meet the changing needs of the

organisation and our colleagues.

I would like to extend my sincere thanks to Jane Kingston

for her contribution to the Committee since its formation in

2019. Her deep expertise in all people matters, as well as

her insightful perspectives on colleague engagement and

culture, has been important as we developed the Committee

remit. Maria Antoniou succeeded Jane on the Board and I

am pleased to welcome Maria as a member of the Colleague

Engagement Committee. Maria also brings deep experience

in people matters and transformation.

Spirax Group plc Annual Report 2025118

Governance Report — Board leadership and Company Purpose continued

Direct colleague engagement and follow-up

•

11 structured focus groups involving over 100

colleagues from different areas of the Group

(seniority, geography, Businesses and functions)

•

The Committee Chair attended the Graduate

Conference held in Cheltenham (March 2025)

•

Site visits by the Board included STS and WMFTS Brazil

(June 2025)

•

The Chair and members of senior management visited

the STS, WMFTS and ETS Businesses based around

Barcelona (October 2025)

Senior leadership discussions and updates

on colleague engagement

•

Business discussions: in 2025, leaders from STS Brazil,

WMFTS Brazil and ETS presented updates, following

the restructuring, to the Committee

•

Feedback of themes to senior management following

each of the focus group discussions and received

responses, with actions taken as a result of

the feedback

Current engagement practices and

engagement survey results

•

The Committee reviewed the approach to the 2025

Colleague Engagement Survey and considered the

response rate

•

Annual benchmarking with FTSE peers of our

engagement approach

Key activities in 2025

Colleague engagement through focus groups

and Board visits

In 2025, we held 11 focus groups involving over 100 colleagues,

including meeting with those leading on safety with graduates

and apprentices, as well as colleagues based in Brazil, the

UK and Spain, across all three of our Businesses. These

discussions provide direct dialogue between colleagues

and Board members, offering invaluable insight into

day-to-day experiences and helping shape decisions

aligned with our Purpose, Vision and Together for

Growth Strategy.

Focus groups were hosted by me and/or another

Non-Executive Director (if it enabled discussions in the

local language), sometimes with interpreters to enable

local language discussions both in person and virtually

to maximise reach.

Board visits and focus groups during the year enabled

engagement with colleagues globally, including in person

in Brazil, Spain and across UK sites. Meeting colleagues

in their own environments deepens our understanding

of operational challenges and opportunities, supporting

cultural monitoring and embedding across the Group.

Structured engagement programme

The Committee reviewed and approved a three-year rolling

programme for Board-led colleague engagement, designed

to ensure we cover all areas of the Group, over a period. We

wanted to develop some principles to guide how we choose

which colleague groups to meet with and how often. We are

aiming to hold discussions with our larger operating companies

at least once every three to four years. This mirrors some of

the discipline of our internal audit rolling plans, but we will

constantly review and adapt the programme, based on what

we are hearing and also responding to external and internal

events and a changing environment.

The three-year rolling programme is another stage of

evolution for us and we will monitor how effective this is.

Examples of the key themes in scope are:

•

Together for Growth Strategy: build on colleague insights

and cultural alignment

•

Customer obsession: culture drives deep customer

relationships and anticipates future need

•

Decarbonisation leadership: culture supports innovation

in electrification and sustainability

•

Global listening tour: CEO-led initiative to embed cultural

feedback into strategic planning

We also considered how we as a Board oversee the culture

across the organisation and what peers are doing in this

area. We will continue these discussions on our approach

in 2026.

Strategic impact

Insights from these engagements are regularly reported

to the full Board and have directly informed discussions

on key strategic priorities, including:

•

Assessing progress of and alignment to the Together

for Growth Strategy

•

Ensuring the Group’s Values and ways of working

supported our colleagues during a period of

organisational transformation

•

Talent retention and development

•

Operational resilience and innovation

•

Colleague wellbeing and inclusion

Being connected to the evolving views and needs of our

workforce helps us ensure we stay close to our Purpose

and support our Vision and growth ambitions.

Spirax Group plc Annual Report 2025 119

Governance Report

Themes from our 2025 colleague focus groups

OurGroup’sstrengths

A safety mindset ‘first and foremost’

Safety is consistently seen as the strongest Group Value.

New colleagues say that we aspire for higher standards

of safety than their previous experience. They also feel

comfortable and encouraged to challenge appropriately.

Even so, there is no complacency and there are still areas

of improvement required, with colleagues agreeing the

need to continually reinforce safety as everyone’s

responsibility rather than being owned by a dedicated

team and being even more consistent across the Group.

Growth

Many colleagues are energised by the Group growth

strategy, seeing it as an opportunity for learning,

development and career progression. They also

recognised that hard decisions have had to be made to

enable growth. In some cases, colleagues were feeling

the direct impacts of this within their teams, such as

undergoing structural changes and seeking to provide

additional support to colleagues with new responsibilities.

A strong, Values-based culture and feeling of

belonging to supportive teams

The culture is described as the reason for many

colleagues’ long service. We hear a strong sense of

community, teamwork and the Group’s support during

personal challenges. Many sites talked of leaders being

visible and approachable, positively impacting morale and

a sense of accountability whilst also seeing any issues

first hand and wanting to address the root cause.

A human approach

Colleagues value the supportive environment, flexibility

and benefits provided by the Group, often citing these as

reasons for loyalty and engagement. Managers also speak

fondly of these (e.g. Carers leave, Employee Assistance

Programme) as they feel the Group helps them in supporting

their teams when individuals face difficult times.

OurGroup’sopportunities

for improvement

Collaboration

As changes to structures enable more opportunities

for collaboration and we hear positive examples of team

support and cross-geographical connections, some silos

persist, especially between sales and supply or across

OpCos. There is support for greater focus on knowledge

sharing and consistent excellence for our customers

through new connections and better system usage.

Systems and processes for efficiency

Our long-term investments in systems are recognised by

colleagues and some are seeing the benefits in certain

areas, such as the use of generative AI in developing

MiM. Co-developed with teams across the Group, MiM

is being designed to give sales engineers instant access

to trusted internal content like our product manuals, data

sheets, training decks and case studies without the need

to search through folders, websites or inboxes and

thereby providing a better customer experience. There

are still improvements needed to make it easier to work

effectively, with greater connectivity across the Group

to allow increased focus on opportunities.

Managing change

Many groups described ongoing or recent restructuring

which can create short-term challenges in how they

maintain clarity and alignment while delivering against

targets. This has been heard by leaders and efforts are

being made to align global, divisional, geographic and

local objectives through various strategy deployment

methods and people processes (e.g. performance

management). There is ongoing effort to ensure

managers are supported in implementing the changes

and managing team engagement throughout. We also

heard that long-servicing colleagues who continue to

deliver outstanding results do not always feel recognised.

Colleague Engagement Committee Report continued

Spirax Group plc Annual Report 2025120

Governance Report — Board leadership and Company Purpose continued

Management actions arising from our colleague engagement

The Committee shares and discusses the general themes from each focus group with local and divisional management and

we ask them to share with the Committee any actions that arise from the feedback. This has proved to be very effective; just

a few examples of action taken include:

Discussion Group Feedback Management Action:

Organisational changes – teams were

restructured from country-based to

regional models. This transition led to

language and other operational challenges

that required specific attention.

These issues were fed back to senior management, who were able to adapt

the programme of support and open dialogue already being implemented.

For areas that have undergone significant change, leaders continue to

engage teams at the functional level, strengthening clarity on roles and

responsibilities. Q1 sales conferences will provide a key platform to reinforce

expectations, share the 2026 vision and support consistent communication

of the operating model.

Safety – investments in talent

A robust safety mindset and positive

culture are firmly embedded across our

global teams. Further improvements

suggested include additional investment in

talent and functional capability.

The insights from the Global Safety Community Focus Group provided strong

validation for our global safety approach. The challenges and considerations

identified are consistent within the EHS roadmap and served as a reference

point for progress. 2026 plans include additional investment in safety

functional training and further developments in safety standards informed

by the findings of the focus group.

End-to-end process co-ordination along

with communication and engagement

activities were identified to be areas

for improvement at one of our larger

supply sites.

Local leadership carefully listened to the focus group feedback. They have

since introduced a self-directed teams/continuous improvement approach

across sites to aid co-ordination. They have improved and streamlined

communication platforms and committed to a more encompassing approach

to engagement action planning whilst also stepping up their presence at the

Voice – a monthly colleague forum to hear colleagues’ concerns.

The retention of colleagues and

knowledge in smaller operating sites

in Latin America.

These issues were fed back to senior management. They have since

strengthened their retention approach by reinforcing recognition and

engagement initiatives and planning market salary reviews for the coming

year. In parallel, they have increased focus on retaining technical expertise

through enhanced knowledge sharing, technical training and cross-country

collaboration within the commercial teams.

I am happy to answer any questions or take any feedback on our Committee activities at any time and at our Annual General

Meeting in May.

Caroline Johnstone

Chair, Colleague Engagement Committee

9 March 2026

Committee focus for 2026

•

Implementing our three-year rolling programme for

Board-led colleague engagement, incorporating the

following principles:

Regular coverage of all large scale, critical

value OpCos

Clustering of some OpCos to ensure wide coverage

of geographies

Engaging with cross-Business groups, such as sales

and supply GMs, cross-Business functional groups

and inclusion networks

Regular tailoring of the programme in line with

insights, feedback and the operating environment

Adapting the approach to ‘Coffee talks’

•

Deep-dive review of the results of the 2025 Colleague

Engagement Survey and oversight of the action plans

resulting from the survey

•

Focus on the impact of the drive for growth and

the use of AI across the Group - with a theme of

‘customer obsession’

Spirax Group plc Annual Report 2025 121

Governance Report

Nomination Committee Report

Maintaining a diverse,

high-performing Board.”

Tim Cobbold

Chair, Nomination Committee

Committee role, responsibilities

The Nomination Committee, comprising solely of

Non-Executive Directors, supports the Board in maintaining

an effective, diverse and strategically aligned leadership

team. Its responsibilities are set out in the Committee Terms

of Reference, which can be found at spiraxgroup.com/

governance-documents and include:

•

Reviewing Board structure, size and composition to

enhance performance

•

Matching skills and experience to the needs of the

Together for Growth Strategy

•

Overseeing succession planning

•

Reviewing and monitoring diversity, potential conflicts

and time commitments

Membership and attendance

Following a review of the Board Committee composition

and with a view to improve effectiveness and agility, the

Committee’s membership was streamlined and reduced to

four members from 12 August 2025. The Committee met

three times during the year. Details of attendance in 2025

can be found on page 111.

Succession planning, Board and

Committee composition

A year of significant transition

•

My role as Chair formally commenced in January 2025

and I am extremely grateful for the support of the entire

Board and Group Executive Committee (GEC) in ensuring

a smooth transition

•

Maria Antoniou joined the Board in June and became

Chair of the Remuneration Committee in September

•

Andrew Kemp joined the Board in November as a member

of the Audit Committee and Audit Committee Chair Designate.

He will succeed Kevin Thompson from 1 April 2026

These appointments followed a rigorous external search

process, guided and aligned to our Board Diversity Policy and

the UK Corporate Governance Code 2024 (the Code). The

Committee reviewed the current Board composition and the

required skills and experience in accordance with the Code

and the UK Listing Rules and established search criteria, with

guidance from Spencer Stuart. The Board confirms that there

are no connections between the Directors and Spencer

Stuart. The process included the selection of a list of suitable

candidates, from which a shortlist was prepared. This was

followed by an extensive interview process, with various

Committee and Board members taking part, before the

Nomination Committee recommended the preferred

candidate to the Board for formal approval.

Maria and Andrew bring valuable expertise, in remuneration

and audit respectively, strengthening the Board’s ability to

deliver long-term success.

As reported in the 2024 Annual Report and Accounts, after

nine years serving the Board, Jane Kingston stepped down

from her role as Chair of the Remuneration Committee in

June and retired at the end of September, after a transition

period supporting Maria. As announced in October 2025,

Kevin Thompson will retire from the Board and as Chair of

the Audit Committee after the 2026 AGM. Kevin has been

working with Andrew to ensure a smooth transition, as

Andrew steps into the role of Audit Committee Chair from

1 April 2026.

Details of the respective skills and experience of all Board

and GEC members are set out on pages 106 to 108 and on

the Group’s website.

Committee membership

TimCobbold(Chair)

Maria Antoniou*

Angela Archon*

Constance Baroudel*

Peter France

Richard Gillingwater

Caroline Johnstone

Jane Kingston*

Kevin Thompson*

* On 12 August 2025, following

a review of Board Committee

composition, the Nomination

Committee was streamlined

and Maria Antoniou, Angela

Archon, Constance Baroudel,

Jane Kingston and Kevin

Thompson stepped down

from the Committee.

How the Committee spent its time %

70% 20%

10%

Succession planning

Board and Committee composition

Board effectiveness

Spirax Group plc Annual Report 2025122

Governance Report — Composition, succession and evaluation

Induction

Our two new Directors received tailored induction

programmes covering:

•

Strategy, culture and Values

•

Governance framework and policies

•

Meetings with Board, GEC and external advisers

•

Access to key resources including Board papers, investor

presentations and Committee Terms of Reference

•

Maria’s induction included remuneration-specific

briefings; Andrew’s focused on audit and finance

Further details are provided below. In addition, they also

benefited from a detailed handover process, with Maria

working alongside Jane Kingston before her departure and

Andrew having the opportunity to work with Kevin until he

steps down in May 2026.

Company introduction

Strategy, culture and Values.

Induction materials

Including meeting minutes, key governance

reference materials, recent Board and Committee

papers, strategy papers, investor presentations and

copies of the schedule of Matters Reserved for the

Board and the Board Committees’ Terms of Reference.

Company policies and Board procedures

An overview of Board processes, Company policies,

Board and Committee procedures and the

governance framework, which includes Directors’

duties and the Market Abuse Regulation.

Director and Executive briefings

Individual meetings with the Board, GEC members

and external advisers.

Maria’s induction programme also included a tailored

briefing to understand the Group’s remuneration

framework and meetings with the Remuneration

Committee external advisers. Andrew’s programme

included tailored audit and finance briefings and

meetings with the Auditor.

Independence, time commitment and re-election

of Directors

New Directors are advised of the time commitment expected

from them on appointment. The Committee believes that

each Non-Executive Director remains independent and is

not overextended or unable to fulfil their duties to the Board.

•

Maria Antoniou and Andrew Kemp will stand for election

at the 2026 AGM

•

Kevin Thompson will retire at the end of the AGM

•

All other Directors will stand for re-election

The Board has concluded that the performance of each of the

Directors standing for re-election continues to be effective

and that these Directors demonstrate positive engagement

with their role, including their time for the Board and

Committee meetings and any other duties. An explanation

of how they contribute to the success of the Company can be

found in the Notice of AGM, which is available on our website

spiraxgroup.com/governance-documents.

Inclusion, equity and wellbeing

Our Group Inclusion Plan aims to promote an inclusive,

equitable and healthy future for all and puts inclusion at the

heart of the Group’s approach and activities. Our Board’s

perspective and approach are also greatly enhanced by all

aspects of diversity, including gender, age and culture,

along with commercial and industry knowledge. We value

our talented and diverse colleagues and recognise their

breadth of diversity as a competitive advantage.

Our Board and Committees comply with the Board Diversity

Policy and our Group Diversity and Inclusion Policy, together

with supporting the principles of our Everyone is Included

Inclusion Plan and Group Inclusion Commitments. A copy of

the Board Diversity Policy and the Group Diversity and Inclusion

Policy can be found on our website spiraxgroup.com/

governance-documents. The Board integrates diversity

and inclusion into its annual review of talent management

and succession planning. We place strong emphasis on

fostering an inclusive culture and remain committed to advancing

diversity across our Group. The Board Diversity Policy

continues to guide our succession planning and appointments,

ensuring a balance of diversity, skills and expertise.

Diversity information as at 31 December 2025, prepared

in line with UK Listing Rules 6.6.6R(9) and 6.6.6R(10),

is presented on page 68.

Board and Committee effectiveness

and performance

In 2025, Lintstock, an advisory firm specialising in

board and committee reviews, conducted a review of the

performance of the Nomination Committee as part of the

external Board review process. More information on the

Board effectiveness review can be found on page 113.

The arrival of the new Chair has prompted the role of the

Nomination Committee to be revisited and Lintstock’s

review found there is an opportunity to enhance the

Committee’s coverage of its full remit through a refreshed

annual cycle that includes more systematic cadence for

Board skills evaluation, planned reviews and Executive

succession planning. These will form key areas of focus

for the Committee in 2026.

I am happy to answer any questions on our Committee

activities and will be available at our Annual General

Meeting in May.

Tim Cobbold

Chair, Nomination Committee

9 March 2026

Focus for 2026

•

Review and refresh the Committee’s annual cycle,

including a more systematic cadence for Board

skills evaluation, planned reviews and Executive

succession planning

Spirax Group plc Annual Report 2025 123

Governance Report

Risk Management Committee Report

Our proactive approach to identifying,

assessing and mitigating risks,

combined with a clearly defined

risk appetite, is a key enabler of our

sustainable growth.”

Nimesh Patel

Chair, Risk Management Committee

Committee role and responsibilities

The purpose of the Committee is to manage the identification,

management and control of significant risks affecting the

Group. It ensures that robust risk management policies

and procedures are in place, covering all key areas of risk.

The full Committee Terms of Reference can be found on

our website spiraxgroup.com/governance-documents.

The Committee’s responsibilities include:

•

Continuous top-down and bottom-up monitoring

to strengthen our understanding of the risks facing

the Group

•

Recommending the Group’s appetite for individual and

collective risks

•

Assessing the velocity and potential impact of each risk

•

Monitoring emerging risks on the horizon

•

Managing risks within the Businesses, leveraging the

expertise of our colleagues

•

Identifying and implementing appropriate risk mitigation

and controls

The Committee assists the Board in fulfilling its oversight

responsibilities through the identification of Principal Risks

ensuring risk reporting and control are integrated into

strategic and operational decision making within the

Group’s risk appetite.

We maintain ongoing top-down and bottom-up monitoring,

providing timely insights and evaluations. These are used

alongside Risk Appetite and Risk Velocity ratings for our

Principal Risks to create an effective system for monitoring,

planning and developing our Group-wide approach and

culture to manage risk.

Group Principal Risks, our Risk Register and our controls

feed into the Group’s viability assessment.

Changes to the Committee

Stuart Roby joined the Committee in his capacity as

Managing Director of WMFTS in January 2025. Carmen

Janse van Rensburg joined the Committee in September

2025 as the new Head of Internal Audit. Dan Harvey, the

former Head of Internal Audit, stepped down from the

Committee in June 2025.

As explained on page 111, in March the Board approved the

broadening of the Audit Committee’s remit to encompass

risk, effective from 1 April 2026, reflecting the Board’s

commitment to robust governance and alignment with

evolving best practice. The Board recognises that integrating

oversight of financial reporting, internal controls and risk

management within a single Committee ensures a holistic

approach to and view of assurance. Therefore, the Risk

Management Committee will cease to be a formal Committee

of the Board and the Audit Committee will expand to include

more formally and fully oversight of risk within its remit from

1 April 2026.

Committee membership

NimeshPatel(Chair)

Louisa Burdett

Céline Barroche

Jim Devine

Maurizio Preziosa

Andrew Mines

Stuart Roby

Maria Wilson

Sarah Peers

Dan Harvey*

(Head of Internal Audit)

Carmen Janse van Rensburg**

(Head of Internal Audit)

* Dan Harvey stepped down

from the Committee in

June 2025.

** Carmen Janse van Rensburg

joined the Committee with

effect from September 2025.

Risk Register review

Risk Management and Controls (including Key Risk Deep Dives)

Results review and reporting

45%

40%

15%

How the Committee spent its time %

Spirax Group plc Annual Report 2025124

Governance Report — Audit, risk and internal control

Key activities

In 2025, the Committee met three times, details of

attendance at meetings can be found on page 111.

A summary of the Committee’s activities throughout the

year is set out below:

•

Management of the enterprise risk management

framework refresh programme

•

Monitored the launch and embedding of a standardised

business continuity programme at our most material sites

•

Review, validate and recommend update of the Group

Risk Register

•

Principal Risk review including recommendations for updates

to the Risk Velocity and Risk Appetite for these risks

•

Regular updates on Principal Risks and emerging risks

•

Review of key controls to support management of

Principal Risks

•

Continued review of the obligations and recent enhancements

introduced under the UK Corporate Governance Code

2024 (the Code), in particular Provision 29, ensuring that

our framework remains fully aligned with these requirements

•

Final review of the 2025 Risk Register

The Principal Risks affecting the Group, before mitigation,

are set out on pages 87 to 91.

Chair’s review of 2025

Summary of key focus areas

Continuing to adapt to drive growth in a more volatile and

uncertain economic environment has required continued

close monitoring of the risks facing our Group. The elevated

cybersecurity threat as well as managing tariff and currency

risks have been key areas of focus and monitoring for

the Committee.

We have also been tracking the emerging opportunities

and challenges posed by fast-emerging technologies such

as AI. The emergence of AI in particular offers significant

opportunities including the ability to deliver enhanced

customer experience while also capturing greater efficiencies.

The pace at which AI applications are evolving makes it

an imperative that we monitor carefully the impact on our

organisation and that we develop a deep understanding

of how to manage the associated risks. We currently monitor

AI and its impact in a number of our Principal Risks and

are taking a holistic approach to AI governance, with the

oversight of our Board, as well as the Audit Committee.

Principal Risk review

The Committee further refreshed the Group’s Principal Risks

before these were submitted to the Audit Committee and

subsequently to the Board for approval. Details of the

process, outcome and rationale for changes made are set

out in the Strategic Report on pages 84 to 86 with the

Principal Risks set out on pages 87 to 91.

Geopolitical and macroeconomic risk

Global risks have continued to evolve, shaped by ongoing

armed conflicts, heightened geopolitical tensions and the

effects of domestic political events in major economies. These

dynamics have contributed to persistent macroeconomic

uncertainty and volatility, resulting in modest global growth.

Rising protectionism and tariffs have further disrupted supply

chains and increased barriers to global trade. Against this

backdrop, we remain focused on monitoring and managing

our Principal Risks to safeguard our financial performance

and resilience.

Cybersecurity risk

Cybersecurity remains an area of focus with risks increasing

due to the emergence of AI. A successful cyberattack has

the potential to disrupt operations, compromise sensitive

data and impact customer trust and regulatory compliance.

During 2025, the Committee has increased its focus

on cybersecurity risk, including regular reviews of the

Group’s resilience strategy and monitoring progress of

its implementation, penetration testing results, employee

training and incident response capability.

Enterprise risk management framework and UK

Corporate Governance Code 2024

The revised Code came into effect for financial years

beginning on or after 1 January 2025, introducing changes

to governance practices, particularly around audit, risk

and internal controls. We have continued to enhance our

enterprise risk management framework to meet these

requirements. We have also continued to focus on promoting

greater alignment of our frameworks across risk, controls

and assurance in support of our readiness to meet the

requirements of Provision 29 of the Code, effective from

the 2026 financial year.

Anti-BriberyandCorruption(ABC)

The Group remains steadfast in promoting a zero-tolerance

policy towards bribery and corruption across all its Businesses.

Read more about this, our Whistle-blowing Policy and the

training we provide on page 69 of the Sustainability Report.

Spirax Group plc Annual Report 2025 125

Governance Report

Committee focus for 2026

The Board has decided to more fully align risk oversight

with the Audit Committee’s existing responsibilities for

internal control and assurance. Therefore, from April

2026, the Risk Management Committee will no longer

be a formal Committee of the Board and the Audit

Committee will expand to include oversight of risk

within its remit. The Group Executive Committee will

continue to be responsible for owning and managing

risk on a day to day basis and will review risk regularly,

as part of its yearly cycle with a more operational focus,

putting the Board’s risk appetite and risk policies into

action, monitoring emerging risks and ensuring controls

are embedded, tested and evaluated.

The Group Executive Committee work will continue

to advance:

•

Evolving and adapting the enterprise risk

management framework

•

Greater alignment of the risk, control and

assurance activities

•

Preparing for the updated Code Provision 29

requirements

•

Monitoring and analysing the Group Risk Register,

Principal Risks, emerging risks and control effectiveness

•

Focusing on enterprise system enhancements

Further reading

Risk Management and Principal Risks: see pages 84 to 91

Chair’s review of 2025 continued

Board and Audit Committee oversight

The Board has overall responsibility for the effectiveness

of the Group’s internal controls and risk management

frameworks. Management of the Group’s risk management

procedures and the operation of controls is undertaken by

the Risk Management Committee. Further details on how

the Board and Audit Committee manage this oversight can

be found in the Audit Committee Report on pages 127 to 131,

and the Strategic Report on pages 84 to 91.

Viability Statement

In accordance with Provision 31 of the Code, the Board has

assessed the viability of the Group, taking into account the

Group’s current financial position, strategy, the Board’s risk

appetite and the potential impacts of the Group’s Principal

Risks. We set out the seven Principal Risks we have

identified, along with our mitigation measures, in the Risk

Management section of the Strategic Report which begins

on page 84. The viability assessment and statement are set

out in the Group Chief Financial Officer’s Review on pages

38 to 43.

Nimesh Patel

Chair, Risk Management Committee

9 March 2026

Risk Management Committee Report continued

Spirax Group plc Annual Report 2025126

Governance Report — Audit, risk and internal control continued

During 2026, the Audit Committee

will evolve its existing responsibilities

for internal control and assurance, to

encompass risk more formally. This

reflects the integrated nature of risk,

control and assurance. We believe this

is a natural evolution, which strengthens

coherence and clarity in our governance.”

Kevin Thompson

Chair, Audit Committee

Chair’s review of 2025

The 2025 Audit Committee Report sets out the key areas of

focus and activity of the Committee during the year ended

31 December 2025.

This is my final report as the Audit Committee Chair

for Spirax Group, as I will be handing over the Chair

role to Andrew Kemp at the end of March 2026, after the

completion of the 2025 year-end process. Andrew joined

the Board and Audit Committee in November 2025. I have

found my tenure hugely interesting and rewarding and am

confident that under Andrew’s leadership the Committee

will evolve and develop further.

We have made good progress over the last six years

which is reflected in the expanded role and responsibilities

of the Committee. As well as the established work of the

Committee, we carried out a successful external audit

tender, supported the development of Group sustainability

reporting and provided oversight of the structure and

documentation of Group ‘material’ controls, building

on a strong base.

Reflecting our commitment to robust governance and

alignment with evolving best practice, we have recognised

that integrating oversight of financial reporting, internal

controls and risk management within a single Committee

ensures a holistic approach to and view of assurance,

compliance and financial reporting. Revised Terms of

Reference as an Audit and Risk Committee will be effective

from 1 April 2026 and will be available on the website.

In 2025, good progress has been made with our

preparations for compliance with Provision 29 of the UK

Corporate Governance Code 2024 (the Code), effective from

the 2026 reporting year. The Committee has actively

challenged and overseen management’s work to define,

enhance and evidence the effectiveness of our material

controls across financial, operational, reporting, compliance

areas and non-financial reporting. We have scrutinised the

evolving internal controls framework (internally referred to as

‘G3’), assurance planning and the alignment with risk

management processes to ensure readiness to meet the

new Code requirements.

I am pleased to report that the Group’s ERP programme

continues to progress well with the Group’s common

design phase completed during 2025. This ERP programme

is designed to deliver a standard platform across all our

Businesses and to address the Principal Risk of ageing

enterprise systems (see page 88). The programme is

being run with strong governance, independent quality

assurance and active engagement from our Business

leaders. The Committee has challenged management

on key risks, including resource allocation and scope

alignment and I am satisfied that these have been

addressed proactively.

Audit Committee Report

Committee membership

KevinThompson(Chair)

Constance Baroudel*

Peter France

Richard Gillingwater

Caroline Johnstone

Andrew Kemp**

* Joined in August 2025.

** Joined in November 2025.

External Reporting and External Auditor

Financial Resilience, Risk Management and Internal Controls

Corporate Governance and Whistle-blowing

Internal Audit and Risk Reviews

Sustainability

Results Review and Reporting

Presentations by Divisional Finance Directors

Training and Technical Sessions

15%

10% 10%

20%

How the Committee spent its time %

15%

20%

Spirax Group plc Annual Report 2025 127

Governance Report

Chair’s review of 2025 continued

The Committee has worked closely with management to

refresh our risk management framework. This programme

brings greater consistency around risk identification,

assessment and mitigation. We have provided robust

oversight of enhancements to our methodology and

welcome the clarified risk ownership and greater alignment

between risk activities, the G3 controls framework and our

strategic objectives. As they roll out and embed across the

Group, these enhancements will increase transparency and

accountability at every level, supporting a more proactive

and resilient risk culture across the Group.

Throughout the past six years I have greatly valued the

support of the management team who have shown their

commitment to very high standards of governance,

consistently setting the right tone from the top and doing

the right thing. I look forward to seeing the continued

development of the Committee and Spirax Group.

Kevin Thompson

Chair, Audit Committee

9 March 2026

Audit Committee’s role

On the Board’s behalf, we monitor the integrity of financial

and non-financial reporting, oversee the adequacy and

effectiveness of internal controls and risk management

processes, including those relating to detecting fraud and

preventing bribery and have oversight of the external and

internal audit. Our full Terms of Reference are available

on the website spiraxgroup.com.

Audit Committee composition, meetings

and operation

The Committee met five times during 2025. Constance

Baroudel was welcomed to the Committee as part of the

wider Committee reorganisation in August and Andrew

Kemp joined in November, as Chair Designate, taking its

membership to six independent Non-Executive Directors,

collectively bringing extensive financial, operational and

commercial experience (see pages 106 and 107 for detailed

biographies). In accordance with Provision 24 of the Code,

the Board considers Kevin Thompson, Richard Gillingwater,

Caroline Johnstone and Andrew Kemp to have recent and

relevant financial experience. Committee meetings are also

regularly attended by the Chair of the Board, Group CEO

and CFO, Group General Counsel, Group Finance Director,

Head of Internal Audit and our external Auditor, Deloitte.

To support our programme of reviews and updates, senior

members of management are invited to attend as appropriate,

including colleagues representing certain Group functions

including Finance, IT, Sustainability and Legal. Each of the

Group’s three Business Finance Directors were invited to

present to the Committee on the financial and control

aspects of their respective Business. Committee agendas

are structured to address core responsibilities while

allowing flexibility for emerging topics and ad hoc reviews.

A summary of the Committee’s activities across our 2025

cycle is provided on the following pages.

Beyond formal meetings, the Chair maintains regular

engagement with the Group CEO and CFO, the Head of

Internal Audit and Deloitte. These interactions enable the

development of the Committee’s forward work programme,

monitoring of progress against agreed actions and timely

consideration of emerging issues to ensure appropriate

information is prepared for discussion. Since joining the

Committee Andrew Kemp has also attended these meetings

as part of his induction process and in anticipation of his

succession to Chair of the Committee on 1 April 2026.

The Committee also held private sessions with both the

external and internal auditors, without management present,

to ensure open and independent dialogue on audit matters.

The Committee conducted its annual self-assessment and in

light of the planned evolution for risk management oversight

in 2026, determined that no changes were necessary.

Spirax Group undertakes a review of the Audit Committee’s

performance on an annual basis to increase effectiveness

and to identify areas for improvement. In 2025, Lintstock,

an advisory firm specialising in Board and Committee

reviews, conducted a review of the performance of the

Audit Committee as part of the external Board effectiveness

review. Further details of the review process can be found

on page 113.

Lintstock found that the Committee members engaged well

with the review and the Committee benefits from a strong

composition that combines deep technical expertise with

broad strategic financial experience. The review focused on

the upcoming Chair transition and identified opportunities to

refine the Committee’s annual cycle and agendas ahead of

its assumption of responsibility for risk oversight in 2026.

During 2025, the Committee participated in a series of

targeted training and update sessions to ensure members

remained informed of evolving regulatory requirements

and best practice. Key topics included Artificial Intelligence

governance and responsible use, as well as cybersecurity

training. The Committee also received ongoing updates on

developments in corporate governance, risk management

and financial reporting standards, supporting the Committee’s

ability to provide effective oversight in a continually

changing environment.

Audit Committee Report continued

Spirax Group plc Annual Report 2025128

Governance Report — Audit, risk and internal control continued

Key activities of the Audit Committee during the year

Financial Statements and significant accounting matters

The Committee is responsible for assessing whether suitable accounting policies have been adopted and whether management

has made appropriate judgements and estimates when applying these policies. The assumptions made in the valuation of

pension liabilities are the only key sources of estimation uncertainty and no key judgements have been identified.

The Committee discussed other items with management (see table below) during the year and prior to the publication

of the Group’s results for the half year ended 30 June 2025 and the full year ended 31 December 2025.

These matters were also discussed with the external Auditor during audit planning and at the year-end completion

and the Committee is satisfied that its conclusions align with those of the Auditor.

Key sources of estimation uncertainty

Matter How the Committee addressed each matter Conclusion

Defined benefit pension plans

(valuation assumptions)

Assessed the assumptions used in determining

pension obligations and considered the

classification as a key source of estimation

uncertainty.

Assumptions and classification

were considered reasonable.

Other accounting matters

Valuation of Goodwill and Other

assets at cash-generating units

(CGU)level

Focused on and constructively challenged the

reasonableness of the assumptions used in

impairment calculations, in particular discount

rates, growth forecasts and potential sensitivities

related to the ETS group of CGUs.

No impairment was identified nor

provision required.

Alternative Performance

Measures(APMs)

Reviewed presentation and definition of the

Group adjusted figures used by the Group,

alongside IFRS measures to provide additional

insight into underlying performance and trends.

The presentation and definition

were confirmed as not giving

undue prominence.

Adjusting Items Given the significant restructuring in 2025, the

Committee focused on scrutinising and approving

the Adjusting items policy and its application.

The classification of Adjusting

items was considered appropriate.

Going Concern, Viability

Statement and financial

resilience

Reviewed the evidence supporting the Going

Concern basis of accounts preparation and the

Viability Statement. Reviewed the Group’s

liquidity position, debt maturity profile and

compliance with covenants.

Satisfied with disclosures.

Approved all significant external

debt financing activities and were

satisfied that liquidity and funding

arrangements were robust.

Taxation Assessed the position taken with regard to tax

judgements and the carrying value of tax

provisions and uncertainties.

Reviewed the evolving Base Erosion and Profit

Shifting ‘Pillar 2’ legislation, focusing on the

relevant compliance aspects.

The position taken and disclosure

made were deemed appropriate.

Sustainability and climate-related governance

The Committee plays a key role in the governance of

climate-related risks and opportunities and during the year

it continued to oversee sustainability reporting requirements

to make sure the Group takes a thoughtful and pragmatic

approach to reporting, compliance and assurance.

The Committee received regular updates from management

and the external Auditor on the evolving requirements of the

EU Corporate Sustainability Reporting Directive (CSRD), the

UK Sustainability Reporting Standards (UK SRS) and related

frameworks such as the Transition Plan Taskforce (TPT) and

International Sustainability Standards Board (ISSB) standards.

In 2025, the Group completed a materiality assessment and

confirmed that material sustainability topics for the Group

are addressed through One Planet.

The Committee oversaw the implementation of

recommendations from Deloitte’s 2024 limited assurance

report on sustainability data including the rationalisation

of data collection, focusing on materiality and reducing

the reporting burden for smaller operating companies within

the Group. The G3 controls programme has been extended

to sustainability reporting, with key controls identified and

tested and a new data platform being implemented to

enhance data quality and reporting functionality.

For more information, please see the Sustainability Report on page

61.

Spirax Group plc Annual Report 2025 129

Governance Report

Key activities of the Audit Committee

during the year continued

Internal controls, risk management and internal audit

As explained earlier in the report, the Board has overall

responsibility for the effectiveness of the Group’s internal

controls and risk management frameworks. The Audit

Committee shares risk oversight with the Risk Management

Committee. The Audit Committee has responsibility for

reviewing and monitoring the effectiveness of the Group’s

internal control environment, risk management framework

and internal audit process.

Read more in the Risk Management section on pages 84 to 91 and in

the Risk Management Committee Report on pages 124 to 126

Internal controls framework (G3)

The Committee provided comprehensive oversight of the

Group’s G3 internal control framework, which sits within our

‘Three Lines of Defence’ model outlined on page 84. This

structure ensures that risk is managed at the appropriate

level, with clear accountability and escalation routes, and

that the Board and Committee receive independent

assurance on the effectiveness of the Group’s internal

control systems. Read more in the Risk Management

Committee Report on pages 124 to 126.

The Committee reviewed and confirmed the definition

of ‘material’ controls from the G3 framework, in readiness

for Provision 29 reporting, ensuring alignment with both

regulatory expectations and the Group’s risk appetite.

Regular updates were received on the progress of Provision

29 declaration planning, including the mapping of material

controls, identification of control owners and development

of evidence to support future reporting requirements.

The Committee scrutinised the overall assurance strategy,

challenged management on the completeness and

effectiveness of controls mapping and monitored the

adequacy of plans to address any identified gaps or

weaknesses. Regular updates were received on the

integration of the G3 programme with the Group’s broader

strategic objectives.

Risk management

During the year, the Committee conducted deep-dives into

selected Principal Risks, focusing on the underlying drivers,

management’s mitigation strategies and the effectiveness

of controls.

Economic and political instability: the Committee

reviewed the Group’s response to this risk, challenging

management to apply lessons learned from market

disruptions including currency fluctuation and Tariffs and

to strengthen scenario planning for forecasting and supplier

risk management.

Cyberrisk: the Committee scrutinised the Group’s

preparedness, reviewed IT and cybersecurity resources,

and supported enhancements to crisis response plans.

The Committee also engaged with management on

refreshing the Group’s cybersecurity maturity frameworks

and reviewed examples of incident responses following

real-world cyber events.

Supply chain resilience: the Committee probed the

effectiveness of vendor due diligence and business

continuity planning.

Failure to identify and respond to changes in customer

needs: the Committee challenged management to

demonstrate how customer insights are captured and acted

upon and how investments in digital and AI capabilities are

aligned with strategic objectives. The Committee encouraged

management to continue developing the Group’s Digital and

Services Growth Driver and to monitor progress against

key milestones.

These reviews enabled the Committee to test management’s

assumptions, recommend improvements and ensure robust

risk oversight across the Group. With additional risk

oversight from April 2026, the Committee will benefit from

being able to provide a more holistic view of assurance.

Internal audit

At each meeting in 2025, the Committee reviewed progress

against the internal audit annual plan. We also reviewed

completed audit reports, looking at recurring themes that

might need more co-ordinated action. During the year, 33

internal audits were undertaken through in-person visits.

Given the disaggregated nature of the Group, visiting

Business sites and locations provides valuable opportunities

to educate and build strong relationships with the operating

companies and to gather additional insights. The ongoing

evolution and robust implementation of the Group’s internal

control framework have significantly strengthened internal

audit outcomes, leading to enhanced assurance and more

effective identification and remediation of risks.

The Committee welcomed and endorsed the appointment

of Carmen Janse van Rensburg as Head of Internal Audit,

succeeding Dan Harvey who left the Group during the year.

We thank Dan for his contribution to the work of the Audit

Committee over many years and wish him well.

External audit

The Committee assesses the effectiveness of the external

audit process, the scope of the Group audit and the quality

of the audit work through the year, as well as the

independence of the Auditor, through:

FRC’sAuditQualityReview(AQR):the Committee is

pleased to note that the AQR results continue to improve

and Deloitte has experienced a reduction in the number

of findings arising from regulatory inspections, as well

as a reduction in the number of findings where the root

cause was direction, supervision or review.

AuditQualityIndicators(AQIs):the Committee regards

AQIs as meaningful and valuable tools. In May 2025, the

Committee assessed the external Auditor’s effectiveness

and performance in 2024 against 10 AQI targets. This

highlighted that an effective audit had been delivered,

identifying areas for improved scheduling with management.

Audit plan and strategy: the Committee discussed,

challenged and subsequently approved Deloitte’s detailed

audit plan and strategy for 2025, including the intended

scope of the audit, the use of technology in the audit and

the level of materiality proposed.

Auditor’sreporting(writtenandverbal)totheCommittee:

reporting to the Committee included regular updates on

progress in delivery of the audit plan, amendments required

for changes in risk assessment and insight and robust

challenge of key accounting matters.

Audit Committee Report continued

Spirax Group plc Annual Report 2025130

Governance Report — Audit, risk and internal control continued

Interaction with Auditor: the Committee Chair, the Group

Chief Financial Officer and management have regular

communication with the Auditor throughout the year and

are able to raise issues and discuss key deliverables as

the year progresses. In accordance with best practice,

the Committee holds regular private sessions with the

Auditor, without management present.

Internal evaluation: a tailored online questionnaire is

completed by the finance teams that are engaged in the

audit process, the outcomes of which are reported to

the Committee. This aids the Committee’s review of the

performance and effectiveness of the external Auditor,

in performing the audit.

Audit tender and rotation: in accordance with the Auditor

Engagement Policy, which the Committee reviews annually,

the Committee assesses the need to tender the external

audit function at least every 10 years. The most recent tender

was conducted in 2022, resulting in the reappointment

of Deloitte and the appointment of a new audit partner,

Dean Cook, effective from 2024.

Audit fee: the Committee reviewed Deloitte’s fee proposal

in light of the risks identified and proposed scope. The

proposed fee of £3.0 million, which included an inflationary

increase on 2024’s £2.9 million fee was approved.

The Committee confirms it has complied with the Audit

Committee’s and External Audit: Minimum Standard as

described in this section and when combined with the

assessments above, the Committee is able to conclude

that Deloitte has continued to provide a high-quality robust

audit. The audit was conducted with rigour, had effective

and constructive challenge, including key accounting

issues being questioned, as well as visible exercising of

professional scepticism from Deloitte as it completed its

review of management’s assumptions and judgements.

The Committee appreciated the quality of communications

by the audit partners, the detailed risk-based planning and the

effective use of Deloitte’s internal experts and specialists.

In addition to the above assessment of the effectiveness

and quality of the audit, the Committee seeks to assess and

ensure the objectivity and independence of the external

Auditor through:

•

Assignment and rotation of key personnel

•

The adequacy of audit resources

•

The Group’s Auditor Engagement Policy which includes

restrictions on the provision of Non-Audit services and

the hiring of former external Auditor employees

The Committee has concluded that the external Auditor

remains independent and maintains objectivity.

Non-audit services

In accordance with the Group’s Auditor Engagement

Policy, the Group incurred fees for Non-Audit services

of £0.2 million (2024: £0.4 million) in 2025, which related

principally to the review of the interim financial information.

Whistle-blowing

The Committee received regular updates on whistle-blowing

activity throughout the year. Following a notable increase

in 2024, the number of reports in 2025 was lower than

the prior year (63 in 2025, 71 in 2024) but indicated a

Committee focus for 2026

•

Evolution to Audit and Risk Committee and

onboarding of new Chair

•

Refresh of internal audit scope of work

•

Preparedness for Provision 29 declaration

•

Deployment, governance and risk implications of AI

continued willingness amongst colleagues to use the

Group’s whistle-blowing system, Safecall. The colleague

engagement focus groups also provided an opportunity

to help promote awareness of the arrangements. The Committee

reviewed the effectiveness of the Group’s whistle-blowing

arrangements, ensuring that all employees can raise concerns

in confidence, that reports were independently investigated

and that appropriate follow-up actions were taken. Substantiated

cases led to process improvements and in some instances

disciplinary actions. The Committee continued to monitor

trends and themes to support a culture of transparency

and accountability across the Group.

Additional matters

The Committee also conducted a review of senior finance

talent across the Group, with the aim of assuring that the

Finance function is led by individuals with the necessary

competencies, experience and leadership skills to meet

current and future business needs.

Fair, balanced and understandable

The Committee followed a structured process to meet its

responsibilities under the Code, ensuring the Annual Report

2025 is fair, balanced and understandable and provides

shareholders with the necessary information to assess the

Group’s position, performance, business model and strategy.

Independent reviewers, not involved in preparing the

Financial Statements but familiar with the Group, read the

Annual Report 2025 and challenged any content that was

inaccurate or misleading or did not meet the fair, balanced

and understandable criteria.

The Committee received briefings on key reporting themes

and reviewed working papers and the results of significant

issues and judgements considered during the year.

Based on these activities, the Committee advised the Board

that the Annual Report 2025, taken as a whole, is fair,

balanced and understandable.

Kevin Thompson

Chair, Audit Committee

9 March 2026

Further reading:

Our Principal Risks, see page 87 to 91

Risk Management Committee Report, see pages 124 and 126

Our Viability Statement, see page 43

Our Going Concern Statement, see page 41

Spirax Group plc Annual Report 2025 131

Governance Report

Remuneration Committee Report

The Committee has reinforced

a clear, balanced remuneration

framework aligned with Group

performance, long‑term strategy

andstakeholderinterests.”

Maria Antoniou

Chair, Remuneration Committee

Introduction

I am pleased to present my first report as Chair of the

Remuneration Committee. It has been a privilege to work

with the Committee and the Board and I look forward to

overseeing a remuneration framework that supports the

continued success of our Group and aligns with the interests

of our shareholders, colleagues and wider stakeholders.

The Remuneration Report provides a full overview of the

structure and scale of Directors’ remuneration and decisions

made by the Committee as a result of Group performance

this year. In addition, we will be seeking shareholder support

at the forthcoming AGM for our 2026 Directors’ Remuneration

Policy (the Policy), which is intended to operate from 2026

onwards. Full details are set out on pages 147 to 153.

Committee focus during 2025

As part of the normal Committee cycle, the Committee

reviewed and approved incentive payments for the

performance period ending in December 2024. Thereafter,

much of the Committee’s focus was related to reviewing the

prevailing Policy, assessing market positioning and ensuring

continued alignment with Group strategy and performance.

The proposed Policy changes were shared with our largest

shareholders, with the vast majority of respondents signalling

their support. As such, no further changes were proposed.

The Committee also continued its standard activities related

to Executive and colleague pay discussions. In addition,

an independent assessment of the effectiveness of the

Committee was positive, recognising it was a transition year.

Business performance and strategic context

During 2025, the Group successfully delivered on its

financial targets against a challenging macroeconomic

backdrop, while also progressing the execution of our

Together for Growth Strategy. Group results reflect

disciplined execution and resilience across our Businesses.

The Group’s performance directly links to the variable

pay outcomes for the Executive Directors; more details

are set out below and on page 135.

Pay across the organisation

We remain committed to fair and responsible pay across

our global workforce. In 2025, we implemented an average

salary increase of 2.2% in the UK and set pay budgets on

a consistent basis, taking into account market movement,

wage inflation and affordability.

There continues to be alignment of reward frameworks

between Executive Directors and senior management,

with c.120 leaders participating in the same PSP and c.500

participating in the Group Management Bonus, which is

closely aligned to the design of the AIP. The cascade of

frameworks is illustrated on page 137.

During the year, we undertook our biennial Colleague

Engagement Survey, which included questions on pay,

benefits, recognition and performance, all of which are

linked to our reward frameworks. The Committee will

undertake a thorough review of this feedback and in

2026 intends to build a programme, working with the

Colleague Engagement Committee, to further develop an

understanding of our colleagues’ views. Overall colleagues

were pleased with opportunities for development and value

our global benefits in support of our diversity goals.

The diversity goals and the achievement towards them,

(detailed on pages 67 and 68), have supported our

continued improvement in the reduction of our UK gender

pay gaps.

Committee membership

Maria Antoniou* (Chair)

Angela Archon

Richard Gillingwater

Kevin Thompson

Jane Kingston**

* Maria joined the Committee

1 June 2025.

** Jane stepped down

30 September 2025.

How the Committee spent its time %

35%

15% 10%

10%

Remuneration Policy and market updates

PSP achievement and target setting

Bonus achievements and target setting

Board and GEC pay

Directors’ Remuneration Report

Gender pay gap and wider workforce pay

20%

10%

Spirax Group plc Annual Report 2025132

Governance Report — Remuneration

The Group’s mean and median pay gaps reduced again

in 2025 to -2.3% (7.2ppts lower than in 2024) and -1.6%

(5.6ppts lower than in 2024) respectively. The negative

numbers are due to both mean and median pay for women

now surpassing that of men.

2025 remuneration outcomes

2025 AIP outcomes

AIP payments were based primarily on stretching Group

financial performance targets which accounted for 90%

of maximum AIP payments, with the remaining 10% being

linked to Personal Strategic Objectives. For 2025, a Revenue

measure was included to reinforce the importance of

improving organic sales growth. The inclusion of Revenue

has successfully increased focus on the delivery of top-line

growth as demonstrated by 5% organic growth since 2024.

Improved performance in executing against stretching

operating profit targets and delivery on Revenue, combined

with continued diligence on Cash Conversion, ensured that

overall financial measures paid out at close to Target. This

represented an increased achievement against 2024, which

the Committee considered to be a fair reflection of the overall

performance based on targets set at the start of the year.

The Committee is also satisfied both Executive Directors

made good progress against challenging Personal Strategic

Objectives. No discretionary adjustment was necessary

and no malus or clawback provisions were triggered.

Total payments made are 59.6% of the maximum opportunity

for both Executive Directors as shown on page 140.

2023–2025 PSP outcome

Vesting for the 2023 PSP was measured against Earnings Per

Share (EPS) growth, relative Total Shareholder Return (TSR)

and progress towards our sustainability goals, specifically

against our greenhouse gas (GHG) emissions reduction targets.

The achievement against EPS and TSR metrics was

below the required threshold level for vesting under these

elements. Continued strong progress in the delivery against

our sustainability goals has resulted in maximum vesting

under the GHG element. As a consequence the 2023 PSP

awards will vest at 20%.

The Committee has reviewed this outcome against

the financial performance and underlying shareholder

experience over the performance period, as well as any

possibility of ‘windfall gains’ and determined this level of

vesting is appropriate. No malus or clawback provisions

were triggered. Further details can be found on page 140.

Executive Director total compensation

The Committee is confident remuneration outcomes

for Executive Directors were reflective of the Group’s

performance. Increased total compensation in 2025 was

largely driven by the AIP, where the Group CEO and CFO

achieved Target payouts, reflecting delivery against

financial, strategic and operational objectives.

Both Executive Directors received awards under the 2023

PSP, which will vest at 20% as detailed above. This outcome

reinforces the integrity of our performance-linked reward

framework and the importance of long-term value creation.

For the CFO, this award was made as a buy-out from awards

forfeited from her previous employer, ensuring an immediate

alignment with the Group’s performance.

2026 Remuneration Policy review

2026 marks a scheduled triennial review of our Remuneration

Policy. We outline on pages 148 to 153 a proposed Policy

designed to ensure our Executive remuneration remains

competitive, performance-linked and aligned with

shareholder interests. The new ‘At a glance’ section on page

136 aims to provide a simple overview of the key Policy

points for 2026.

The key change proposed is an increase in the maximum

opportunity under the PSP from 250% of salary to 300%

of salary. This would allow the Committee to better align

the Group CEO’s variable compensation opportunity to

the market, but with a greater proportion over the long term

when compared to other companies. While the Committee

believes market competitiveness is important to secure

and motivate high-calibre leaders, the proposed change

to the Policy is reflective of the Committee’s commitment

to continue to strengthen the alignment between our

remuneration framework and long-term value creation

for the benefit of our shareholders.

The Committee reviewed all other component parts of the

previous Policy, approved in 2023, and considered them

to be fit for purpose for the next three years. The review

confirmed the key elements of driving an improvement

in return on capital (notably growth, margin and capital

discipline) are already reflected in our AIP and PSP targets,

as is a strong link to TSR. As such, the performance

measures and ranges continue to be aligned to delivery

of the Together for Growth Strategy. The AIP limits

allow some additional capacity for increased maximum

opportunities should flexibility be required by the

Committee during the cycle.

Market assessment

To ensure future remuneration levels are competitive, the

Executive Directors’ total compensation has been reviewed

against relevant market data. Three peer groups were

considered to ensure there was a broad view of market

dynamics, namely: 10 other FTSE Industrial companies;

FTSE 50-150 companies; and FTSE companies with a market

capitalisation between £3 and £7 billion (Spirax Group market

capitalisation c.£5 billion as at 31 December 2025).

The review showed variable pay opportunities for the Group

CEO and CFO to be c.100% and 80% of salary respectively,

below mid-market. The market median incentive opportunity

is approximately 450% of salary for the Group CEO and

375% of salary for the Group CFO. In addition, the data

showed the Group CEO salary (after the proposed increase

communicated last year) was only 3% above the lower

quartile, further compounding the low-to-market variable

pay levels. This translates to a below lower quartile level

of total maximum remuneration compared to the average

of the peer groups even after the 2026 salary increase for

the Group CEO. A market positioning at this level creates

pay compression issues with senior management and

long-term retention risks in the business.

This market position, combined with the business performance

and the visible progress made to date in executing the

Together for Growth Strategy, has fed into the 2026

Remuneration Policy review and planned implementation.

Implementation of the Policy in 2026

Subject to shareholder approval of the proposed Policy

change, it is intended to increase PSP grants for both the

Group CEO and CFO in 2026 to 300% and 225% of salary

respectively (2025: 200% and 175%). The Committee is

satisfied that the existing way that growth in EPS, relative

TSR and the environmental targets are set, results in

sufficiently stretching targets for the increased levels of

award. We also noted that the threshold vesting is, at 18%

of the award, below the typical level of 25%.

Spirax Group plc Annual Report 2025 133

Governance Report

Implementation of the Policy in 2026 continued

In respect of the annual salary review, we communicated

in the 2024 Annual Report we would seek to more closely

align the Group CEO’s salary with market levels in 2026

through a 3.6% increase on top of the all-colleague pay

increase. For 2026, the UK colleague increase is 3.0%,

giving a total Group CEO salary increase of 6.6%.

The Committee concluded this adjustment remained appropriate,

but noted the position post-adjustment is only just above

lower quartile. The Committee may consider further salary

adjustments during the Policy period. The CFO’s salary

will increase by 3.0% in line with the average UK colleague.

The Group CEO has once again volunteered to use the net

amount of the 3.6% top up salary increase to purchase

shares in the Group, recognising that this part of his increase

is over and above the normal increase provided to the wider

UK workforce.

The operation of the AIP and the PSP was considered

by the Committee and all performance measures were

still considered fit for purpose and aligned to the Group’s

long-term strategy. The only amendment for 2026 is to

further increase the percentage weighting of the Revenue

measure in the AIP by 5ppts to continue to reinforce the

importance of organic sales growth to the organisation.

The ‘At a glance’ section on page 137 gives a high-level

overview of the package for 2026 and its alignment to the

Group’s strategy and peer company benchmarking.

Shareholders will be asked to approve updated share plan

rules to reflect the change to opportunity levels under the

Policy and to provide additional flexibility in how the plan is

operated, principally for other members of senior management.

Shareholder engagement

During the year, we communicated directly with our top

20 shareholders, together with proxy advisers, on the

proposed Policy changes. We also set out the proposed

implementation for 2026.

Following calls and email exchanges on the proposed Policy

changes we were pleased the vast majority of feedback was

positive with shareholders understanding the commercial

rationale for the increase to the PSP opportunity. The

Committee reviewed the feedback in detail and continued

with the proposal as planned. The details are presented in

this report for approval at the AGM.

I will, on behalf of the Committee, actively engage with

shareholders and representative bodies, seeking views

which are openly discussed and considered when making

any decisions about changes to the implementation for

Executive Directors going forward.

It has been a pleasure to take on the role of Chair of the

Remuneration Committee. I would like to thank my predecessor,

Jane Kingston, for her leadership and the Committee members

for their support and insight. As we look ahead, our focus

remains on ensuring that our remuneration framework

supports the attraction, retention and motivation of talent,

while driving sustainable performance and long-term

shareholder value.

I look forward to the AGM and the opportunity to engage

further and respond to your questions.

Maria Antoniou

Chair, Remuneration Committee

9 March 2026

Committee governance during the year

Details of the Committee attendance can be found on page 111

and full biographies of the Committee members can be found on

pages 106 and 107. Each Committee member is an independent

Non-Executive Director and brings independence to all aspects

of Board remuneration and the application of professional advice

to matters relating to remuneration. The General Counsel and

Company Secretary acted as Secretary to the Committee. The

Committee met four times during the year ended 31 December

2025 as shown on page 111.

No conflicts of interest with respect to the work of the Committee

have arisen during the period and none of the members of the

Committee have any personal financial interest in the matters

discussed, other than as shareholders. The fees of the Non-

Executive Directors are determined by the Board on the joint

recommendation of the Chair and the Group CEO. The fees of the

Board Chair are determined by the Committee.

The Committee is formally constituted and operates on written

Terms of Reference, which are modelled on the UK Corporate

Governance Code and are available on our website

spiraxgroup.com/governance-documents.

Committee role and responsibilities

The Committee determines Executive remuneration policies and

their application, including targets for short- and long-term

incentive plans, and monitors compliance with the approved

Remuneration Policy. It also sets the philosophy, principles and

policy for Executive and senior manager remuneration, taking

account of legislation, corporate governance requirements, best

practice and the FCA UK Listing Rules. The Committee considers

wider colleague remuneration frameworks to ensure alignment

of incentives and reward with Group culture.

Advice to the Committee

The Committee receives input from internal and external sources.

Korn Ferry, appointed in 2019, provided independent advice

during the year on all aspects of the Remuneration Policy and

benchmarked remuneration structures against governance best

practice. Korn Ferry also supported TSR monitoring for the PSP

and supplied benchmarking and salary survey information. Fees

paid to Korn Ferry for remuneration advice during the year were

£67,279, relating solely to work undertaken for the Committee.

The Committee confirms that neither it nor any of its Directors

has any connection with Korn Ferry. Korn Ferry is a member of

the Remuneration Consultants Group and complies with its Code

of Conduct, ensuring its advice is independent and objective.

The Committee reviews the performance and independence of

its adviser annually.

Remuneration Committee Report continued

Committee focus for 2026

•

Continue to review the competitiveness of senior leadership

incentive arrangements to ensure alignment with strategic

priorities and market expectations

•

Enhance engagement with the wider workforce on pay,

reflecting on the 2025 colleague survey and in collaboration

with the Colleague Engagement Committee

•

Monitor external regulatory and market developments in

executive remuneration and areas such as the EU Pay

Transparency Directive

Spirax Group plc Annual Report 2025134

Governance Report — Remuneration continued

At a glance: 2025 Executive Directors’ remuneration outcomes

Fixed pay AIP PSP

Group

business

performance

While not directly linked to performance

metrics, salary increase budgets are

considered in the corporate planning

process and are dependent on underlying

performance and affordability.

The Group has performed in line

with its expectations at the start of

the year despite the challenging

macroeconomic backdrop.

The Group’s earnings and share price

have not performed relative to historic

highs over the three-year period,

so while the refreshed strategy is

starting to deliver, it is too early to

see the outcomes. Over the longer

term the Group has made consistent

progress on its sustainability agenda.

Outcome of

performance

measures

Not applicable. Operating profit around target.

Revenue around target.

Cash Conversion above maximum.

Personal Strategic Objectives

above target.

Total bonus earned = 59.6%

of maximum.

Details on page 140

EPS below threshold.

Relative TSR below median.

GHG above maximum.

Total vesting = 20% of award.

Details on page 140

Group CEO

£763k, plus benefits and 10%

pension allowance.

Maximum payment up to 150% of

salary (90% for Target achievement).

Total bonus earned = 89.4%

of salary (£682k).

2023 PSP award granted £926k.

Total vesting = £117k.

Group CFO

£562k, plus benefits and 10%

pension allowance.

Maximum payment up to 125% of

salary (75% for Target achievement).

Total bonus earned = 74.5%

of salary (£419k).

2023 PSP award granted £733k

(as compensation for award forfeited

from previous employer).

Total vesting = £98k.

Link to wider

workforce

remuneration

Executive Directors typically receive the

same salary increase as UK colleagues

(2.2%). For the Group CEO in 2025 this

also included an additional 3.8% phased

increase as previously disclosed.

Pension and benefits are provided to

Executive Directors on the same terms as

other UK colleagues, with some benefits

differentiated by seniority.

Leaders from all areas of the Group

participated in the Group Management

Bonus, similar in structure to the AIP.

Financial performance was assessed

against the same measures albeit

aligned to the relevant areas of the

Group. Final payments under this plan

were adjusted to reflect the individual’s

personal performance during the year.

The most senior leaders across the

Group participated in the PSP on the

same terms as the Executive Directors.

Total compensation 2025

Fixed pay

Annual Incentive Plan

Performance Share Plan

* Excluding other payments made in relation to previous periods.

Pay outcomes for 2025

Share ownership £’000

Executive Directors are required to build a substantial shareholding

in the Company requirement to ensure alignment with shareholders’

interests. This shareholding continues to apply for two years after

leaving the Company.

Nimesh

Patel

Louisa

Burdett

0 500 1,000 1,500 2,000 2,500 3,000 3,500

Purchased shares*

ESOP shares

Vested PSP shares

Net in-flight PSP shares

* Includes shares purchased as part of bonus deferral.

41%

52%

37%

55%

Group CEO

£1,670k

Group CFO

£1,155k

Spirax Group plc Annual Report 2025 135

Governance Report

At a glance: 2026-2028 Remuneration Policy and strategic alignment

Total pay Fixed pay AIP PSP

• Sum total of pay elements Fixed pay components

• Base salary

• Benefits

• Pension

• Maximum opportunity of

200% of base salary

• At least 70% of the bonus

opportunity will normally

be governed by financial

performance measures

• If an Executive Director has

not reached 1.5x their

shareholding requirement,

they are required to use

25% of their net bonus to

increase their shareholding

• Payments are subject to

malus and clawback

provisions

• Maximum opportunity

of 300% of salary

• Performance measured

over a three-year period

with an additional

two-year post-vesting

holding period

• Awards are subject to

malus and clawback

provisions

Greater balance of pay

dependent on long-term

Group performance

No change No change Permitted maximum

grant of 300% of salary

(increased from 250%)

Proposed Remuneration Policy changes in 2026

0% 20% 40% 60% 80% 100%

Base salary Maximum AIP Face value PSP

2026 Policy proposal

1 Industrials peer group: Halma, DS Smith, Smiths Group, Diploma, Weir Group,

Mondi, IMI, Rotork, Spectris and Qinetiq.

0 1,000 2,000 3,000 4,000 5,000 6,000

FTSEMarketCap£3-7bn

FTSE Industrials

Nimesh Patel

Louisa Burdett

FTSE50-150

CEO £’000

Nimesh Patel, Group CEO

Louisa Burdett, Group CFO

CFO £’000

Time horizon of compensation

The proposed Policy change and intended 2026 implementation

increase the proportion of pay delivered over the long term to align

with the delivery of the strategy and shareholder interests.

Year 0 (base salary) Year 1 (AIP) Year 3 (PSP)

2025

2026

Considerations in setting Policy

•

Ensuring alignment with the Together for Growth Strategy

•

Alignment with driving shareholder value for the

long term

•

Structuring remuneration frameworks to be competitive,

enabling us to retain and motivate high-calibre leaders

•

Alignment with the progression of the wider

colleague pay framework to drive a stronger pay for

performance culture

•

The context of the UK market practice and continued

evolution of the governance landscape

2026 maximum total compensation opportunity

The proposed total compensation opportunity is now closer

to market, but with a greater proportion delivered over the

longer term and subject to stretching performance targets.

This also ties to the period of execution of the refreshed

strategy and requires delivery against that to achieve

meaningful payouts.

As set out in the Chair’s letter, more than one market

benchmark was reviewed to ensure robust comparisons.

Spirax Group plc Annual Report 2025136

Governance Report — Remuneration continued

51%

28%

21%

27%

24%

49%

13%

87%

43%

27%

30%

Operating

profit

50%

Earnings per

share growth

50%

Relative total

shareholder

return

30%

Reduction

in GHG

20%

PSP

Revenue

25%

Cash

conversion

15%

Personal

Strategic

Objectives

10%

AIP

At a glance: 2026 Executive Directors’ remuneration awards

Pay subject to

performance

A significant proportion, c.80%

(2025: 75%), of an Executive

Director’s potential remuneration

is only payable to the extent

that the stretching performance

conditions have been achieved.

Base salary Maximum bonus

Face value PSP

2026 remuneration Fixed pay AIP PSP

Framework

•

Base salary increase of

3.0% aligned with the UK

colleague population.

The Group CEO will also

receive a second phased

increase of 3.6%, as

previously disclosed

•

No change to benefits

or pension provision

•

Performance measures

unchanged from 2025

AIP, with an increased

weight on Revenue

•

For 2026, weightings are

50% operating profit; 25%

Revenue, 15% Cash

Conversion and 10%

Personal Strategic

Objectives

•

No change to the

performance measures

and weights for 2026

•

EPS and TSR targets are

unchanged. GHG targets

have been updated to

reflect continued progress

Group CEO

•

£813k salary (+6.6%) plus

benefits and 10% pension

allowance

•

Maximum payment up to

150% of salary (90% for

Target achievement)

•

2026 PSP of 300%

of salary (£2.4 million)

Group CFO

•

£579k salary (+3.0%) plus

benefits and 10% pension

allowance

•

Maximum payment up to

125% of salary (75% for

Target achievement)

•

2026 PSP of 225%

of salary (£1.3 million)

Implementation of the Policy in 2026

2026 PSP

Strategic alignment of variable pay to business performance

The strategic direction was set out in 2024 and it continues to be relevant with the focus

now being on execution. From that perspective, the Group’s strategy aligns with the

measures already in the plans.

Group strategy

Measures AIP PSP

Growth

Revenue



Profitability

Operating profit

KPI



EPS growth

KPI



Cash flow management

Cash conversion

KPI



Sustainability

Reduction in GHG

KPI



EHS

All-workplace Injury Rate

KPI



Shareholder returns

Relative TSR



1 Operating profit, cash conversion and earnings per share are all on an adjusted basis throughout this

Remuneration report.

Read more about our performance in 2025 on pages 36 and 37

2026 AIP

EDs

GEC

Senior

leaders

Other

managers

Spirax Group plc Annual Report 2025 137

Governance Report

Annual Report on Remuneration

Audited information

The following information is subject to audit unless otherwise indicated.

Executive Directors’ single total figure of remuneration

Base

salary

£’000

Taxable

benefits

£’000

Pension

£’000

Total

fixed pay

£’000

AIP

£’000

PSP

1,2

£’000

ESOP

£’000

Total

variable pay

£’000

Other 3

£’000

Total

pay

£’000

Nimesh Patel 2025 763 30 76 869 682 117 2 801 — 1,670

2024 711 29 71 811 432 99 2 533 — 1,344

Louisa Burdett

(from 8 July 2024)

2025 562 20 56 638 419 98 — 517 171 1,326

2024 265 10 30 305 137 — — 137 — 442

1 The amount shown relates to the market value of PSP awards whose performance period ended during the relevant financial year. Refer to page

141 for details of PSP awards made during 2025.

Over the 2023 PSP vesting period the share price decreased from £108.80 at grant (13 March 2023) for Nimesh Patel and from £103.00 at the date

of her offer agreement (15 December 2023), for Louisa Burdett, to £68.92, which was the average share price over October, November and

December 2025, resulting in a decrease in value of the vesting shares of around £39.88 per share for Nimesh Patel and £34.08 per share for

Louisa Burdett. The amount attributable to share price appreciation in the figure above is therefore nil. As the award will not vest before the

publication of the 2025 annual results and therefore the value at vesting will not be known, the value will be restated next year in the single figure

table when the share price at vesting is known.

2 The value of PSP awards vesting in 2024 has been restated to reflect the actual share price on the date of vesting, £67.15. The amount attributable

to share price appreciation in the figure above is therefore nil.

3 Louisa Burdett was paid £170,625 in June 2025 in relation to her 2024 forfeited bonus from her previous employer as disclosed in our 2024 Report.

The amount was calculated and paid in 2025 after her former employer’s results were published and was therefore not disclosed in the 2024

Annual Report and is included in her 2025 ‘Other’ remuneration as it was paid in the year.

Non-Executive Directors’ single total figure of remuneration

Basic

fees

£’000

Additional

fees

£’000

Total

fees

£’000

Tim Cobbold

(from 1 September 2024)

2025 400 — 400

2024 23 — 23

Richard Gillingwater 2025 72 20 92

2024 70 20 90

Maria Antoniou

(from 1 June 2025)

2025 42 11 53

2024 — — —

Angela Archon 2025 72 50 122

2024 70 68 138

Constance Baroudel 2025 72 — 72

2024 70 — 70

Peter France 2025 72 — 72

2024 70 — 70

Caroline Johnstone 2025 72 20 92

2024 70 20 90

Andrew Kemp

(from 1 November 2025)

2025 12 — 12

2024 — — —

Jane Kingston

(to 30 September 2025)

2025 54 8 62

2024 70 20 90

Kevin Thompson 2025 72 20 92

2024 70 20 90

1 ‘Additional fees’ relate to Senior Independent and Committee Chair fees and the long-haul intercontinental travel fee in addition to international

travel expenses to the UK. Angela Archon receives fees in respect of the international travel required to attend UK Board meetings.

Spirax Group plc Annual Report 2025138

Governance Report — Remuneration continued

Additional requirements in respect of the single total figure table of remuneration

Annual Incentive Plan (AIP)

Executive Directors participate in the AIP, which rewards them for the financial and non-financial performance of the Group.

Metrics are reviewed annually to ensure continuing alignment with financial and strategic objectives and are agreed at the

start of the year. Resulting awards are determined following the end of the financial year by the Committee, based on

performance against these targets.

For the Group CEO, achievement of target performance results in a bonus of 90% of salary, increasing to 150% of salary for

maximum performance. For the CFO, achievement of target performance results in a bonus of 75% of salary, increasing to

125% of salary for maximum performance. Assessment of performance against the 2025 AIP measures is detailed below.

Financial metrics

The following table summarises the achieved performance in 2025 in respect of each of the financial measures used in the

determination of the AIP, together with an indication of actual performance relative to Target.

2025 measures Weight Threshold Target Maximum

Actual

performance

Achieved

% of Target

Operating profit (£m) 55% 325.3 342.4 359.5 339.9 99.3%

% of metric achieved 15% 60% 100% 53.4%

Revenue (£m) 20% 1,683.1 1,717.4 1,751.7 1,702.9 99.2%

% of metric achieved 15% 60% 100% 41.0%

Cash conversion (%) 15% 75.8% 80.8% 85.8% 88.7% 109.8%

% of metric achieved 15% 60% 100% 100%

% of total financial metrics achieved 90% 52.6%

Personal Strategic Objectives (10% of maximum opportunity)

The tables below detail each of the Executive Director’s Personal Strategic Objectives for 2025. The Board were provided

with regular updates on progress towards these objectives throughout the year. The Remuneration Committee reviewed

total progress against these objectives at its February 2026 meeting and approved the achievements detailed below.

Nimesh Patel

Measure Achievement

Safety All-workplace Injury Rate improved 8% to 2.12, with a reduction in LTAs. Comprehensive functional review

resulting in improved team capability . Introduction and completion of Mandatory Safety Instructions to address

key risk areas.

Growth Mindset All three Business strategies aligned to Together for Growth with clearly defined priorities. Cultivating

high-performance mindset, supported by changes to management bonus structures and SIPs. Evolved

planning and reporting processes to support delivery of targets through ‘controlling the controllables’;

prioritisation of investments to drive growth.

Commercial Excellence Driving adoption of data-based performance review and decision making to improve sales effectiveness .

Improved interface and collaboration between Sales and Supply, reducing overdues. Together for Growth

initiatives embedded in all three Businesses with clear targets, actions and performance tracking.

Organisational Fitness Restructuring delivered in line with guidance for planned costs and benefits . Minimal disruption to delivery of

orders and sales . Completed manufacturing footprint review with site closures in 2025 and planned

reallocation of activities.

Operational Excellence Delivered above-target savings from procurement and continuous improvement . Continued step-up in

throughput from ETS operations; and step-up in WMFTS to support higher growth . Development of Excellence

Framework design complete and implementation underway . Supply margins higher in all three Businesses for

second successive year.

Digital and Services

and Decarbonising Thermal

Energy

Strong growth in digital orders and sales (with proven pull-through benefit) . MiM deployed to sales engineers

in line with targets; further OpCos targeted for 2026 . TargetZero operating models in place: designed,

documented and communicated (training in place) . Combined energy assessment tested (including VoC) with

successful pilots . Next generation of Medium Voltage heating elements tested and ready for customer pilots in

2026.

Total 7% (10% maximum)

Spirax Group plc Annual Report 2025 139

Governance Report

Annual Incentive Plan (AIP) continued

Personal Strategic Objectives (10% of maximum opportunity) continued

Louisa Burdett

Measure Achievement

Safety All-workplace Injury Rate improved 8% to 2.12, with a reduction in LTAs. Comprehensive functional review

resulting in improved team capability . Introduction and completion of Mandatory Safety Instructions to address

key risk areas.

Growth Mindset Evolving Medium-Term Planning process to support delivery of financial targets, including: tracking progress of

Together for Growth initiatives (controlling the controllables) and supporting the Board and Executive team with

prioritisation of investments.

Organisational Fitness Continual review of restructuring activity, including technical review and approval of proposals. Restructuring

delivered in line with guidance for planned costs and benefits.

Working capital Introduced new tools to support receivable collections in Chromalox USA, STS France and Thermocoax in France

and the USA . Overdue receivables reduced as proportion of total (below 2024) .

Digital for Enterprise Financial controls: continued improvement; testing supports attestation readiness . IT controls: progress made

under new IT leadership . Cyber: continued improvement in risk management and mitigation (actions and testing

well underway). Other controls: contributed to development of ERM approach.

Governance Common ERP design delivered on time and within budget supported by strong Business engagement . Defined

project dependencies (data, IT and organisation structure) . Developed project governance model to manage

interdependencies and maintain alignment . Approval granted for next phase: common build . Managing additional

foundational work required by the IT and IS functions to underpin success of the ERP.

Total 7% (10% maximum)

As a result of performance in 2025, the following payments were earned, as reflected earlier in this report:

Executive Directors

AIP achieved

% of maximum

Maximum

opportunity

% of salary

AIP achieved

% of salary

AIP achieved

£’000

Nimesh Patel 59.6% 150% 89.4% 682

Louisa Burdett 59.6% 125% 74.5% 419

Where an Executive Director has not reached the level of 1.5x their shareholding requirement, they must use the net of tax

amount of 25% of AIP earned to purchase shares in the Company. These shares must be held for a further two years.

As such, Nimesh Patel and Louisa Burdett will be required to purchase shares out of their net AIP payment.

Performance Share Plan (PSP)

The Committee approves annually a grant of conditional shares to each Executive Director under the PSP, having reviewed

the relevant performance metrics to ensure they remain strategically aligned and sufficiently stretching. For EPS this

includes a review of analysts’ forecasts.

Vesting of the awards is dependent on the achievement of targets against the three performance measures set out below.

These performance measures have been chosen as they are considered to be an appropriate balance of the key

performance indicators most aligned with the delivery of the long-term strategy.

The Committee reviews the achievement against the targets and applies any necessary discretions to the formulaic calculation,

ensuring vesting outcomes are appropriate.

2023 PSP award (performance period measured over 2023-2025)

On 13 March 2023 Nimesh Patel received a share grant under the PSP, with vesting subject to the measures outlined below.

A share award was granted to Louisa Burdett on 21 November 2024 to compensate her for remuneration forfeited from her

previous employer. This award comprised a PSP award vesting in 2026 with the same performance metrics as the 2023 PSP.

The award will vest on the same date as all other 2023 PSP awards. The value of the award granted was equal to the face

value award of the forfeited shares at the time of accepting the role with Spirax Group. The following table summarises the

relevant performance metrics and the resultant achievements.

Performance measure Weighting

Threshold requirement

18% vesting

Maximum requirement

100% vesting Actual achievement

Vesting level

of total award

EPS growth 50% Global IP +2% pa Global IP +7% pa (21.4)% 0.0%

Relative TSR 30% Median Upper quartile (33.4)% 0.0%

GHG emissions 2025 20% 24,273 21,962 17,487 20.0%

Total 100% 20.0%

EPS targets summarised above equated to a requirement to achieve at least 10.3% growth over the period for vesting to

begin under this element, with maximum vesting for the achievement of 27.1% EPS growth. Adjusted EPS decreased by

21.4% over the period, equating to a compound annual decline of 7.7% per annum and below the performance required

to trigger vesting under this element.

Annual Report on Remuneration continued

Spirax Group plc Annual Report 2025140

Governance Report — Remuneration continued

The TSR comparator group, comprising 68 companies, for the purpose of measuring relative TSR performance, was

the FTSE 100 excluding companies in the Mining, Oil & Gas and Financial Services sectors at the start and end of the

performance period. Over the three-year period to 31 December 2025, the Company’s TSR was calculated as -33.4%.

This ranked below the required threshold performance level for any part of this element to vest (median and upper

quartile TSR in the comparator group being 31.2% and 66.6% respectively).

Aligned with the Group’s One Planet Sustainability Strategy, performance was also measured against a reduction in scopes

1 and 2 GHG emissions. Focused improvements towards decarbonising the Group resulted in a

62% reduction in emissions

from the 2019 baseline (excluding Vulcanic and Durex Industries). This was above the maximum target set in 2023 to

achieve a

52% reduction in emissions by the end of 2025.

As a result of the above, 20% of the shares granted under the 2023 PSP will vest in March 2026. The Committee considers

this achievement and consequent payment to be a fair reflection of Group performance throughout the performance period

and in line with shareholders’ experience.

Executive Directors

No. of

granted

Price at

grant

Value at

grant

£’000

No. of

vesting

Vesting

price1

Vesting

value

£’000

Amount

attributable

to growth in

share price

£’000

Nimesh Patel 8,515 £108.80 926 1,703 £68.92 117 (68)

Louisa Burdett

2 7,112 £103.00 733 1,422 £68.92 98 (48)

1 Three-month average closing price for October, November and December 2025.

2 Louisa Burdett’s 2023 PSP award was granted on 21 November 2024 in lieu of share awards forfeited from her previous employer. The closing

share price on the date immediately prior to grant was £64.65. The value of the award granted was based on a share price at the time of accepting

the role on 15 December 2023.

2025 PSP award (performance period measured over 2025-2027)

Executive Directors were granted conditional shares under the 2025 PSP during the year. Grant values were determined by

reference to a share price of £67.38 with 200% and 175% of salary to be awarded to the Group CEO and CFO respectively.

Executive Directors

No. of shares

granted

Value at grant

£’000

Last day

of the

performance

period

Vesting at

threshold

performance

Nimesh Patel 22,647 1,526 31/12/2027 18%

Louisa Burdett 10,427¹ 703 31/12/2027 18%

1 As a result of an administrative error, Louisa Burdett's award in March 2025 was granted only in respect of 125% of salary, rather than the intended

award in respect of 175% of salary, as was disclosed in the 2024 Annual Report. To correct this error, a further award in respect of the shortfall of

4,171 shares will be granted after the AGM in May 2026 on the same terms and conditions as the March 2025 PSP award.

Vesting will be determined on a straight-line basis for performance between the threshold and maximum requirements.

Performance below the threshold requirement for each performance measure will result in nil vesting for that part of the

award and at maximum full vesting will occur.

The vesting of these shares is based on the below performance metrics measured over a three-year period. In addition,

a two-year holding period applies.

Performance measure Weight Threshold requirement Maximum requirement

EPS growth 50% Global IP

x1.25 Global IP x3.5

Relative TSR 30% Median Upper quartile

GHG emissions 2027 20% 16,592 tonnes 15,012 tonnes

1 The Global Industrial Production Growth (IP) data source is the CHR Metals Global IP Index, providing data that incorporates over 90% of global

industrial output.

The EPS element of the PSP is based on growth in excess of global industrial production growth rates, often referred to

in our industry as ‘Global IP’. Global IP is a measure the Board and management have used for some time, as there is well

documented evidence that it is the best predictor of the global and industrial markets within which the Group operates.

For these reasons, Global IP was used in the formulation of the long-term strategic plan and targets for EPS growth

approved by the Board. Adjustments are made to reflect material businesses which are acquired and sold.

The TSR element of the PSP assesses performance relative to a comparator group of companies. The 2025 TSR peer group

comprises the constituents of the FTSE 100, excluding companies in the Mining, Oil & Gas and Financial Services sectors.

This group was selected as it objectively provides a sufficiently robust number of companies to compare performance

against, including those operating in the industrial goods and services arena, whilst also excluding companies which are

significantly different to us in terms of business operations. While the exact number of companies varies from year to year,

the comparator group for the 2025 award was c.70 companies.

The remaining performance element assesses the extent to which we are meeting our sustainability goals. We have targeted

management to reduce scopes 1 and 2 GHG emissions to 16,592 tonnes or below across the entire Group by the end of 2027

for this part of the award to start to vest. The maximum payout will only be achieved for emissions at or below 15,012 tonnes.

Spirax Group plc Annual Report 2025 141

Governance Report

Additional requirements in respect of the single total figure table of remuneration continued

2026 PSP awards to be made (performance period measured over 2026-2028)

As summarised on page 137, Executive Directors will be granted awards in 2026 on similar terms to those granted under

the 2025 PSP detailed above. The performance measures for the 2026 award will be the same as those used for the

2025 award, being: 50% EPS growth; 30% relative TSR; and 20% reduction of GHG emissions.

As explained earlier in this report, consulted shareholders were overwhelmingly supportive of the proposed 2026 PSP grant

levels to Nimesh Patel and Louisa Burdett (300% and 225% of salary respectively). The prevailing PSP rules limit individual

awards to 250% of salary. As such, the grant to Nimesh Patel will be made in two parts, with 250% of salary being awarded

on 25 March 2026 and the remaining 50% of salary being granted, subject to shareholder approval of the new Policy,

immediately following the 2026 AGM. For grant calculation purposes, both parts of Nimesh Patel’s awards will be granted

using the March grant price; this ensures equitable treatment and alignment with all other participants, including Louisa

Burdett, whose 2026 award will be wholly granted in March 2026.

Employee Share Ownership Plan (ESOP)

Executive Directors and UK colleagues are eligible to participate in an HMRC-approved Share Incentive Plan known as the

ESOP. Participation up to HMRC limits is matched on a 1:1 basis for each share purchased.

Shares acquired under the ESOP are not subject to performance measures as the aim of the ESOP is to encourage increased

colleague shareholding in the Company. In 2025, around 58% of eligible UK colleagues purchased partnership shares and

were awarded matching shares under the ESOP.

During the year Nimesh Patel purchased 27 partnership shares and was awarded 27 matching shares.

Taxable benefits

Nimesh Patel Louisa Burdett

Car cash allowance £29,460 £19,932

Private health insurance £515 £515

Pension

During the year, Nimesh Patel and Louisa Burdett received 10% of their basic salary in pension provisions which amounted

to £76,300 and £56,210 respectively.

Board changes in 2025

Jane Kingston retired from the Board in September 2025, upon the completion of nine years on the Board. Jane stepped

down as Chair of the Remuneration Committee from 1 June 2025, on the appointment of Maria Antoniou. There were no

payments for loss of office for Jane.

Maria Antoniou joined the Board as a Non-Executive Director and the Remuneration Committee Chair on 1 June 2025.

From appointment, Maria received the standard annual Non-Executive Director fee of £71,540 and the additional annual

Committee Chair fee of £20,000 which is in line with the NED fees shown on page 138 pro-rated for time served in the year.

Andrew Kemp joined the Board as a Non-Executive Director on 1 November 2025. From appointment, Andrew received the

standard annual Non-Executive Director fee of £71,540 pro-rated for time served in the year. Andrew will be appointed as

Chair of the Audit Committee from 1 April 2026 and will receive the additional annual Committee Chair fee of £20,000 from

that point onwards, in line with the NED fees shown on page 138.

Payments to past Directors

Nick Anderson participated in the 2023 PSP award. The award was pro-rated for the time he worked during the performance

period and 20% of the remaining shares will vest in line with the outcome for other Executive Directors. In total 1,148 shares

will vest with a vesting value of £79,120 (based on the three-month average closing price for October, November and

December 2025 of £68.92).

Payments for loss of office

There were no payments made to Directors for loss of office during the year ended 31 December 2025.

Board changes in 2026

Kevin Thompson will step down from the Board after the 2026 AGM on 13 May 2026. There will be no payments for loss

of office for Kevin.

External directorships

Louisa Burdett served as a Non-Executive Director at RS Group plc in 2025, for which she received and retained total

fees of £78,476.

Annual Report on Remuneration continued

Spirax Group plc Annual Report 2025142

Governance Report — Remuneration continued

Statement of Directors’ shareholding and share interests

Share ownership guidelines

The Executive Directors’ share ownership guidelines are 300% of base salary for the Group CEO and 200% of base salary

for other Executive Directors. The value of the shareholding is taken at 31 December 2025 as a percentage of 2025 base

salary. The closing share price on 31 December 2025 was £68.20.

Outstanding share interests

The following table summarises the total interests of the Directors in shares of the Company as at 31 December 2025 or the

date a Director left the Board. These cover beneficial and conditional interests. No Director had any dealing in the shares of

the Company between 31 December 2025 and 27 February 2026 (being the latest practicable date prior to publication).

Beneficial

PSP

awards

ESOP

Total

31/12/2025

Total

27/02/2026

Tim Cobbold — — — — —

Nimesh Patel 25,665 45,038 225 70,928 70,936

Louisa Burdett 306 26,814 — 27,120 27,120

Richard Gillingwater 600 — — 600 600

Maria Antoniou 509 — — 509 509

Angela Archon 505 — — 505 505

Constance Baroudel 300 — — 300 300

Peter France 980 — — 980 980

Caroline Johnstone 1,091 — — 1,091 1,091

Andrew Kemp — — — — —

Jane Kingston

(to 30 September 2025) 6,370 — — 6,370 6,370

Kevin Thompson 4,900 — — 4,900 4,900

1 Includes any shares owned by connected persons.

2 Unvested shares remaining subject to performance measures.

Unvested share awards (included in the previous table)

PSP shares subject to

performance conditions

Shares not subject to

performance conditions

2023 2024 2025

2025 ESOP awards

Nimesh Patel 8,515 13,876 22,647 54

Louisa Burdett

7,112 9,275 10,427³ —

1 Excludes dividend shares awarded during the year.

2 2023 PSP shares granted as compensation for remuneration forfeited from prior employer.

3 The 2025 PSP shown for Louisa Burdett is the actual grant of 10,427 shares. An additional 4,717 shares are due to be granted in May 2026 to

correct the error made in the original grant.

Malus and clawback

Malus and clawback apply to the annual bonus and PSP awards. The circumstances in which these provisions can be used

are set out in the Remuneration Policy section of this report on page 152, alongside details of the associated time period.

Malus and clawback were not used in 2025.

Nimesh Patel

Louisa Burdett

Share ownership guideline Actual shareholding

231%

% of salary shareholding

200%100% 300%

Spirax Group plc Annual Report 2025 143

Governance Report

Unaudited information

TSR performance graph

The graph below demonstrates the growth in value of a £100 investment in the Group compared to the FTSE 100, less

companies in the Mining, Oil & Gas and Financial Services sectors, from January 2016 to December 2025. A comparison

against the FTSE 350 Industrial Goods and Services Super sector is also provided. These comparator groups have been

chosen as the Company is a constituent of both, with the former also aligning with the TSR peer group used for PSP awards.

Aligning pay with performance

The table below shows the historical levels of the Group CEO’s pay (single figure of total remuneration) and annual variable

and PSP awards as a percentage of maximum.

CEO single figure

(£’000)

Nimesh Patel — — — — — — — — 1,344 1,670

Nick Anderson 1,611 2,173 2,323 2,788 2,220 3,325 3,099 1,177 36 —

AIP payment

(% of maximum)

Nimesh Patel — — — — — — — — 40.0% 59.6%

Nick Anderson 99.2% 100.0% 92.5% 82.6% 30.0% 98.0% 59.3% 10.0% — —

PSP vesting

(% of maximum)

Nimesh Patel — — — — — — — — 20.0% 20.0%

Nick Anderson 40.0% 100.0% 100.0% 100.0% 73.9% 100.0% 100.0% 18.9% — —

Spirax Group plc FTSE 350 Industrial Goods and Services Supersector FTSE 100

Jan 2016 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023 Dec 2024 Dec 2025

700

600

500

400

300

200

100

Value (£)

Annual Report on Remuneration continued

Spirax Group plc Annual Report 2025144

Governance Report — Remuneration continued

Percentage change in remuneration of the Directors and colleagues

The following table provides a summary of the increases in base salary, benefits and bonus for the Directors compared to

the average increase for colleagues in the same period, for the last five years. The regulations require disclosure of the

change in remuneration of the employees of the Parent Company. As Spirax Group plc only employs the Executive Directors

(whose individual information is already included below), the general UK colleague population comparator group has been

used to give a more meaningful comparison.

% change on

prior year for 2021

% change on

prior year for 2022

% change on

prior year for 2023

% change on

prior year for 2024

% change on

prior year for 2025

Salary/

fees Benefits Bonus

Salary/

fees Benefits Bonus

Salary/

fees Benefits Bonus

Salary/

fees Benefits Bonus

Salary/

fees Benefits Bonus

UK colleagues 2.0 2.0 120.7 2.7 2.7 (26.2) 7.1 7.1 (70.5) 3.1 3.1 246.9 2.2 2.2 24.4

Tim Cobbold

(from 1 September 2024) — — — — — — — — — — — — 1,614.3 — —

Nimesh Patel

(CEO from 16 January 2024) 2.0 2.0 240.0 2.7 (33.4) (36.5) 5.3 7.1 (83.0) 36.0 50.2 552.5 7.2 4.1 57.9

Louisa Burdett

(from 8 July 2024) — — — — — — — — — — — — 112.0 112.0 204.5

Richard Gillingwater — — — 16.6 — — 2.4 — — 17.2 — — 1.7 — —

Maria Antoniou

(from 1 June 2025) — — — — — — — — — — — — — — —

Angela Archon 2.0 — — 10.4 45.7 — 18.0 61.0 — 15.8 11.5 — 1.9 (31.9) —

Constance Baroudel

(from 3 August 2023) — — — — — — — — — 171.8 — — 2.2 — —

Peter France 2.0 — — 10.4 — — 3.0 — — 13.3 — — 2.2 — —

Caroline Johnstone 2.0 — — 16.6 — — 2.4 — — 17.2 — — 1.7 — —

Andrew Kemp

(from 1 November 2025) — — — — — — — — — — — — — — —

Jane Kingston

(to 30 September 2025) 2.0 — — 16.6 — — 2.4 — — 17.2 — — (31.1) — —

Kevin Thompson 2.0 — — 16.6 — — 2.4 — — 17.2 — — 1.7 — —

Group CEO pay ratio

The table below details the ratio of the Group CEO’s single figure of total remuneration to the 25th, 50th and 75th percentile

total remuneration of the Group’s full-time equivalent UK colleagues. As in previous years, Option B has been chosen for

these calculations as the data used is consistent with that collected to inform the Group’s UK gender pay gap. To ensure

the individuals identified at the three quartiles are representative of the UK workforce, the total pay and benefits for a

small number of colleagues centred around each quartile were also considered to confirm there were no anomalies.

The individuals identified were deemed appropriately representative.

Financial year Methodology 25th percentile 50th percentile 75th percentile

2025 Option B 45:1 34:1 25:1

2024 Option B 35:1 31:1 19:1

2023 Option B 33:1 28:1 18:1

2022 Option B 91:1 65:1 51:1

2021 Option B 111:1 83:1 62:1

2020 Option B 76:1 66:1 45:1

2019 Option B 110:1 74:1 46:1

Single figure total remuneration (£’000)

CEO 25th percentile 50th percentile 75th percentile

Salary 763 33 43 59

Benefits 30 1 1 1

Bonus 682 0 1 0

PSP 117 — — —

Pension 76 3 4 6

ESOP 2 0 0 1

Total pay 1,670 37 49 67

Spirax Group plc Annual Report 2025 145

Governance Report

Unaudited information continued

Year-on-year commentary

As shown earlier in this report, a sizeable proportion of the Group CEO’s total potential remuneration is linked to

performance outcomes which annually impact the pay ratio. Total actual pay outcomes for other colleagues across

the Group are less driven by performance outcomes, as is typical in the market. For 2025, the Group CEO pay ratio has

increased as a result of an higher AIP outcome. Nimesh Patel’s total variable pay for 2025 was £801k, around 48% of total

remuneration, compared with 40% (£533k) of 2024 total remuneration. The Committee is comfortable that the median pay

ratio for 2025 is consistent with the pay, reward and progression policies for our wider UK employee population.

Relative importance of spend on pay

The table below demonstrates the relative importance of total pay spend relative to total colleague numbers, profit before

tax (selected as the best measure of efficiency) and dividends payable in respect of the year.

2025 2024 Change

Total pay spend £673.0m £643.2m 4.6%

Group average headcount 9,951 9,910 0.4%

Adjusted profit before tax £301.0m £288.1m 4.5%

Dividends payable £125.2m £121.6m 3.0%

Statement of voting at the Annual General Meeting

At the AGM in 2025, shareholders approved the Annual Report on Remuneration 2024. The following table shows the results

which required a simple majority (i.e. 50%) of the votes cast to be in favour for the resolutions to be passed.

Votes

for %

Votes

against %

Votes

withheld

Remuneration Policy 2023 (2023 AGM) 54,257,130 91.09 5,303,941 8.91 290,647

Annual Report on Remuneration 2024 (2025 AGM) 60,080,698 97.26 1,692,254 2.74 1,455,931

Directors’ service agreements and letters of appointment

Original

appointment date

Current agreement/

appointment/

reappointment letter Expiry date Notice period

No. of years’

service as at

31 December 2025

Executive Directors

Nimesh Patel 27/07/2020 16/01/2024 N/A 12 months 5 years, 5 months

Louisa Burdett 08/07/2024 08/07/2024 N/A 12 months 1 year, 5 months

Chair and Non-Executive Directors

Tim Cobbold 01/09/2024 01/01/2025 31/08/2027 3 months 1 year, 4 months

Richard Gillingwater 10/03/2021 10/03/2024 09/03/2027 1 month 4 years, 9 months

Maria Antoniou 01/06/2025 01/06/2025 31/05/2028 1 month 0 years, 7 months

Angela Archon 01/12/2020 01/12/2023 30/11/2026 1 month 5 years, 1 month

Constance Baroudel 01/08/2023 01/08/2023 31/07/2026 1 month 2 years, 5 months

Peter France 06/03/2018 06/03/2024 05/03/2027 1 month 7 years, 9 months

Caroline Johnstone 05/03/2019 05/03/2025 04/03/2028 1 month 6 years, 9 months

Andrew Kemp 01/11/2025 01/11/2025 31/10/2028 1 month 0 years, 2 months

Kevin Thompson 15/05/2019 15/05/2025 14/05/2028 1 month 6 years, 7 months

The Directors’ service contracts and letters of appointment are available for inspection at the Company’s registered office

and will also be available for inspection at the AGM.

Chair and Non-Executive Directors

The Chair and Non-Executive Directors have letters of appointment with the Company for a period of three years, subject

to annual re-election at the AGM. Appointments may be terminated by the Company or individual with three months’ notice

for the Chair and one month’s notice for all other Non-Executive Directors. The appointment letters for the Chair and

Non-Executive Directors provide that no compensation is payable on termination, other than accrued fees and expenses.

Remuneration Policy

The Remuneration Policy which applies in respect of 2025 was approved on 10 May 2023 and can be found in full in our

2022 Annual Report on pages 160 to 168 and on our website spiraxgroup.com. The new Remuneration Policy that will

apply for the period from 2026 to 2028 is set out in full on the following pages.

Spirax Group plc Annual Report 2025146

Governance Report — Remuneration continued

Annual Report on Remuneration continued

The table on page 136 summarises the Remuneration Policy

which, if approved, will be effective from the conclusion of

the Group’s Annual General Meeting (AGM) to be held on

Wednesday 13 May 2026.

Changes to the Remuneration Policy

The main proposed change to the Remuneration Policy is as

follows:

•

Long-term incentives: Increase the maximum opportunity

of a performance share award to 300% of salary. As noted

in the Chair’s Statement, for 2026, the CEO will receive an

award of 300% of salary, whilst the CFO will receive an

award of 225% of salary

Some further minor changes are being made to provide

additional flexibility in the operation of the Policy and to

improve its clarity.

Policy review process

In order to avoid any conflict of interest, remuneration is

managed through well-defined processes ensuring no

individual is involved in the decision-making process related

to their own remuneration. In particular, the remuneration of

all Executive Directors is set and approved by the Committee

and none of the Executive Directors are involved in the

determination of their own remuneration arrangements.

Subject to approval by shareholders at the 2026 AGM,

this Policy will be effective for the 2026 financial year and

will apply to incentive awards with performance periods

beginning on 1 January 2026. Payments to Directors can

only be made if they are consistent with a shareholder

approved Policy or amendment to the Policy.

Statement of consideration of employment

conditions elsewhere in the Group

When determining the remuneration of Executive Directors,

the Committee considers the pay of colleagues across the

Group. When conducting the annual salary review, the

average base salary increase awarded to the UK workforce

and senior managers across the Group provides a key

reference point when determining levels of increase for

Executive Director remuneration. The Remuneration Policy

was drawn up by the Committee with the benefit of prior

engagement with colleagues.

The Committee also determines the principles and policy

of remuneration which shall apply to the Group’s senior

managers. The responsibility for determining precise

compensation packages that meet local practice and

performance targets lies with the Group Chief Executive

Officer and the responsible Business Executive.

To ensure consistency in Remuneration Policy across the

Group and to encourage a performance culture, senior

managers participate in the performance share awards.

The Board believes that share ownership is an effective

way of aligning the interests of managers and shareholders

and to strengthen the development of the business.

Remuneration policy for other colleagues

The Company’s approach to annual salary reviews is consistent

across the Group, with consideration given to the scope of the

role, level of experience, responsibility, individual performance

and market pay levels. The most senior managers in the

business (approximately 500 people globally) participate

in bonus arrangements with similar targets, measures and

relative weightings to those of the Executive Directors.

Target and maximum potential values are lower than for

the Executive Directors and are determined by the grade

of the manager’s role. Performance targets are based on

an appropriate combination of Group, Business and local

operating company financial measures, in addition to

Personal Strategic Objectives.

Contractual terms and benefits for the wider workforce are

subject to local employment legislation and best practice.

Statement of consideration of colleague views

In our open culture, we welcome and encourage feedback:

from colleagues in one-to-one performance reviews; from

Works Council meetings in countries where they operate as

a collective voice; engagement surveys; through line

manager dialogue: and up through the HR function to the

Group Executive Committee and Remuneration Committee.

We undertake a variety of Group-wide engagement activities

including via the Colleague Engagement Committee.

Previous engagement has included focus groups

comprising colleagues drawn from different Businesses,

geographies, functions and job roles discussing pay

frameworks of our Executives and senior managers.

During the year, we undertook our biennial Colleague

Engagement Survey, which included questions on pay,

benefits, recognition and performance, all of which are

linked to our reward frameworks. The Committee will

undertake a thorough review of this feedback and in

2026 intends to build a programme of feedback working

with the Colleague Engagement Committee to further

develop an understanding of our colleagues’ views.

Statement of consideration of shareholder views

In developing and reviewing the Company’s Remuneration

Policy for Executive Directors and other senior executives,

the Committee seeks and takes into account the range of

views of shareholders and institutional shareholder advisers.

The Committee Chair actively engages with major shareholders

and institutional shareholder advisers when appropriate.

The Committee considers shareholder feedback received in

relation to the AGM each year and guidance from institutional

shareholder advisers more generally. This feedback, plus any

additional feedback received during the year at meetings

with shareholders, is considered as part of the Company’s

annual Remuneration Policy review. At the AGMs in 2025

and 2024, the advisory votes on the 2024 and 2023 Annual

Reports on Remuneration received 97.26% and 96.69% in

favour respectively. At the AGM in 2023, the Remuneration

Policy received 91.09% in favour.

Specifically in relation to the renewal of this Policy, as set

out in the statement by the Committee Chair on pages 132 to

134, engagement was conducted with the Company’s

largest shareholders and major proxy agencies. The views

expressed were considered by the Committee and helped in

determining the proposed changes to the Policy.

Measure selection and the target-setting process

Measures are selected taking into account the key strategic

priorities of the Company, shareholder expectations and

factors that sit within an individual’s span of control.

Targets are set with reference to internal and external

forecasts to ensure that they are realistic, yet sufficiently

stretching. An appropriate mix of long- and short-term

targets will be used, informed by the nature of the measure.

2026 Remuneration Policy

Spirax Group plc Annual Report 2025 147

Governance Report

2026 Remuneration Policy table

The table below sets out the Remuneration Policy which will take effect, if approved, from the AGM to be held on 13 May 2026.

Fixed elements of Executive Director remuneration

Purpose and link to strategy Operation Performance measures Maximum potential value

Base salary

To enable the Group

to attract, retain and

motivate high-performing

Executive Directors of the

calibre required to meet

the Group’s strategic

objectives.

Normally reviewed on an annual basis by the

Committee, taking into account:

•

Scale, scope and complexity of the role

•

Skills and experience of the individual

•

Wider workforce comparisons

•

Market benchmarking, within defined external

comparator groups. The Committee uses this

information with caution, given the limited number

of direct comparators and to avoid remuneration

inflation as a result of benchmarking exercises with

no corresponding improvement in performance

The Committee considers the impact of any base

salary increase on the total remuneration package.

Reviews take into

account Company and

individual performance.

Ordinarily, salary increases

will not exceed the average

increase awarded to other

Group colleagues from the

same country/region.

A salary increase may be

higher than the average

increase awarded to

colleagues in circumstances

such as (i) where a new

recruit or promoted

Executive Director’s salary

has been set lower than the

market level for such a role;

(ii) where there is a

significant increase in the

size and responsibilities of

the Executive Director’s role;

or (iii) where the salary level

has fallen below the lower

quartile level against

market benchmarks.

Pension

To offer appropriate

levels of pension.

For UK nationals, the Company provides a defined

contribution pension arrangement (DC plan) and/or

contributions to a private pension and/or a

cash allowance.

N/A The maximum pension

contribution for Executive

Directors will be based on

the same contribution rate

as is available to the majority

of colleagues in the market

in which the Executive

Director is based.

Incumbent Executive

Directors’ maximum pension is

in line with the UK workforce,

currently 10% of salary.

No element other than base

salary is pensionable.

Common benefits

To provide market

competitive benefits.

To enable the Executive

Directors to undertake their

roles through ensuring

their wellbeing and

security.

The Company provides common benefits including

but not limited to:

•

Company car and associated running costs or

cash alternative allowance

•

Private health insurance, telecommunications and

computer equipment

•

Life assurance

•

Long-term disability insurance

N/A The aggregate maximum

cash cost of providing all

common benefits will not

exceed 20% of base salary.

Mobility-

related benefits

To ensure that Executive

Directors who have

relocated nationally

or internationally are

compensated for

costs incurred.

•

The Company will pay all reasonable expenses

and applicable tax due for the Executive Director

and his/her family to relocate on appointment and

for repatriation to the original home country at the

end of their assignment and/or employment

•

Executive Directors are personally responsible for

all taxes and social charges incurred in the home

and host locations as a result of their appointment.

The Company will pay for reasonable tax advice

and filing support in relation to work-related

income for international Executive Directors

•

Executive Directors may be reimbursed under

a Tax Treaty Adjustment for any double tax they

might be liable for as a result of being subject to

home country and host country taxation typically

for days worked in the home location

•

Executive Directors are not entitled to

tax equalisation

N/A Based on individual

circumstances and subject

to written agreement.

Maximum values will not

exceed the normal market

practice of companies of a

similar size and nature at the

time of relocation.

2026 Remuneration Policy continued

Spirax Group plc Annual Report 2025148

Governance Report — Remuneration continued

Purpose and link to strategy Operation Performance measures Maximum potential value

Annual bonus

To incentivise and reward

performance against

selected KPIs which

are directly linked to

business strategy.

To recognise

performance through

variable remuneration

and enable the Company

to flexibly control its

cost base and react to

events and market

circumstances.

To ensure a significant

proportion of Executive

Director remuneration

is directly linked to

business performance.

Measures, targets and their relative weightings are

reviewed regularly by the Committee to ensure

continuing alignment with strategic objectives and

will be detailed in the relevant Annual Report

on Remuneration.

Bonus is normally delivered in cash. If an Executive

Director has not reached the level of 1.5x their

shareholding requirement, then they may be

required to use the net of tax amount of 25% of their

bonus to increase the level of shareholding they have

and to hold these shares for two years.

Bonus is subject to clawback and/or malus for up to

three years following payment. Circumstances under

which clawback and/or malus may apply include

financial misstatement, erroneous calculations

determining bonus payments, gross misconduct,

corporate failure and reputational damage.

The Committee can adjust some performance

targets to reflect certain non-operating items and

retains the ability to adjust the amount of a bonus

if it determines that the formulaic outcome is not

reflective of the individual or business performance

or the broader shareholder experience.

Any performance

measure can be

incorporated at the

Committee’s discretion

provided it is aligned

to the Group’s

strategic objectives.

At least 70% of the

bonus opportunity

will normally be

governed by financial

performance measures.

200% of salary.

Currently the maximum

award level is 150% of salary.

Any increase beyond this

level will only take place

following consultation with

leading shareholders.

No more than 60% of an

individual’s maximum bonus

opportunity can be earned

for target performance in

any year.

No more than 20% of

maximum will be paid for

threshold performance.

Long-term incentives

To incentivise and reward

Executive Directors

for delivery against

long-term Group

performance.

To align Executive

Directors’ interests to

those of shareholders.

To drive sustainable

Company performance.

To retain key

Executive talent.

The Committee makes conditional awards of rights

over shares to Executive Directors.

Annual participation is subject to Committee approval.

Measures, targets and their relative weightings are

reviewed regularly by the Committee to ensure

continuing alignment with strategic objectives and

will be detailed in the relevant Annual Report

on Remuneration.

Performance is typically measured over a three-year

period, normally starting at the beginning of the

financial year in which awards are granted.

An additional two-year post-vesting holding period

will usually apply.

Awards can vest in the form of shares, a nil-cost

option or, exceptionally, cash.

Share awards are subject to clawback and/or

malus for up to five years following initial award.

Circumstances under which clawback and/or malus

may apply include financial misstatement, erroneous

calculations determining payments, gross misconduct,

corporate failure and reputational damage.

The Committee reserves the right to adjust targets or

the calculation of performance achieved, for example

for the effects of divestments or major acquisitions,

to ensure that they are in line with the principles that

supported the targets when they were originally set.

The Committee also retains the ability to adjust

awards if it determines that the formulaic outcome is

not reflective of the individual or business

performance or broader shareholder experience.

The Committee will be able to add dividend

equivalents accrued during vesting and holding

periods (which will normally be delivered in shares)

to any award granted under this policy.

Vesting for awards to

be granted in 2026 will

be based on three

performance measures,

which have been

chosen as they are

clearly aligned with our

strategic objectives:

•

EPS growth

•

TSR

•

Sustainability

To ensure continued

alignment with the

Company’s strategic

priorities, the Committee

may, at its discretion,

vary the measures and

their weightings for

future grants from time

to time including the

consideration of

financial and non-

financial measures.

At least 70% of the

award will normally

be based on financial

and/or share price-

related metrics.

300% of the annual rate of

salary at the time of award.

The threshold vesting level

will be no higher than 18%

of maximum.

Spirax Group plc Annual Report 2025 149

Governance Report

Purpose and link to strategy Operation Performance measures Maximum potential value

Employee Share

Ownership Plan (ESOP)

To offer all eligible

UK-based colleagues

the opportunity to build

a shareholding in a

tax-efficient way.

To align Executive

Director interests to

those of shareholders.

Eligible UK Executive Directors are entitled to

participate in an HMRC-approved Share Incentive

Plan known as the ESOP.

Whilst not currently operated, if in the future colleague

share plans are offered outside the UK, or if alternative

or additional plans are operated within the UK, eligible

Executive Directors will be entitled to participate on the

same basis as all other eligible colleagues.

Awards granted under the ESOP are not subject to

clawback or malus.

The ESOP operates over a five-year period.

N/A Executive Directors will be

subject to the same limitations

as all other participants.

Other

Purpose and link to strategy Operation Performance measures Maximum potential value

Share ownership

guidelines

To provide alignment

with shareholder interests.

Executive Directors are generally required to

accumulate a shareholding in the Company.

The Committee will determine the operation of the

guidelines from time to time and has determined that

the level for the Group Chief Executive is 300% of

salary and that the level for other Executive Directors

is 200% of salary.

On ceasing to be an Executive Director, the required

shareholding (or level of holding achieved by the date

of ceasing) normally has to be retained for two years.

N/A N/A

Chair and Non-Executive Directors

Purpose and link to strategy Operation Performance measures Maximum potential value

Fees

To attract and retain

high-calibre individuals,

with appropriate

experience or

industry-related skills,

by offering market

competitive fee levels.

The Chair is paid a single fee for all responsibilities.

The Non-Executive Directors are paid a basic fee.

Additional fees may be paid for additional

responsibilities and time commitment (e.g. the

Chairs of the main Board Committees, the Senior

Independent Director and any individual with other

separate responsibilities are paid an additional fee

to reflect their extra responsibilities).

Fees for the Chair and the Non-Executive Directors

are normally reviewed annually by the Remuneration

Committee and Board respectively, with reference to

any change in the time commitment required, UK

market levels and the average base salary increase

across the wider workforce.

The Group retains the flexibility to pay Chair and

Non-Executive Director fees in a form other than

cash if deemed appropriate.

The Chair and the Non-Executive Directors do not

participate in any annual bonus or incentive plans,

pension schemes, healthcare benefit arrangements

or the Company’s share plans. They are not

prohibited from participating in other benefit

arrangements that are available to substantially

all UK-based colleagues so long as there is no

additional cost to the Company in them doing so.

The Company repays the reasonable expenses

(including any tax due thereon) that the Chair and

the Non-Executive Directors incur in carrying out

their duties as Directors.

N/A The aggregate value of fees

paid to the Chair and

Non-Executive Directors will

not exceed the amount set out

in the Articles of Association.

2026 Remuneration Policy table continued

Fixed elements of Executive Director remuneration continued

Spirax Group plc Annual Report 2025150

2026 Remuneration Policy continued

Governance Report — Remuneration continued

Notes to the Policy table

Outstanding incentive awards and minor amendments

All incentive awards granted prior to this Policy coming into force will continue on their existing terms, including the exercise

of discretion to amend such awards.

The Committee may make minor amendments to the Policy set out in this Policy Report (for regulatory, exchange control, tax or

administrative purposes or to take account of a change in legislation) without obtaining shareholder approval for that amendment.

External directorships

Executive Directors are permitted to hold external directorships in order to broaden their experience, to the benefit of the

Company. Such appointments are subject to approval by the Board and the Executive Director may retain any fees paid in

respect of such directorships.

Approach to recruitment and promotion remuneration

When appointing external hires, promoting Executives, or an Executive Director internally, the Committee will continue to act

in the best interests of shareholders when determining remuneration, in line with the stated policy. The main elements of the

Remuneration Policy for Executive Director appointments are:

•

Base salary will be set on appointment taking into account the factors set out in the Policy table, but also the individual’s

experience. Depending on an individual’s prior experience, the Committee may set salary below market norms, with the intention

that it is realigned over time, typically two to three years, subject to performance in the role

•

Pension benefits will not exceed the rate applicable to the relevant country’s workforce, as determined by the Committee.

Executive Directors who have transferred internally from overseas may continue to participate in home country pension

arrangements and/or receive a cash allowance in line with the relevant country’s workforce

•

Mobility-related benefits may include the payment of some or all of an individual’s tax on relocation expenses incurred

within 12 months of joining

•

Ongoing annual incentive pay opportunity will not exceed the maximums stated in the Policy table (up to 200% of salary for

annual bonus and an award of up to 300% of salary for performance share awards). In the year of appointment, an off-cycle

performance share award may be made and different annual bonus conditions may be applied by the Committee to ensure an

immediate alignment of individual interests to those of our shareholders

•

In addition to the standard elements of remuneration, on the appointment of an external candidate, the Committee reserves

the right to buy out remuneration that the individual has foregone by accepting the appointment, if considered appropriate.

The terms of such awards would be informed by the amounts being forfeited and the associated terms (for example, the extent

to which the outstanding awards were subject to performance, the vehicles and the associated time horizons). Awards would be

made either through the existing share plans or in accordance with the relevant provisions contained within the Listing Rules

•

When an internal appointment to the Board is made, any pre-existing obligations may be honoured by the Committee and

payment will be permitted under this Remuneration Policy

Service agreements and termination policy

The Company’s policy on service agreements and termination arrangements for Executive Directors is set out below.

Service agreements are designed to reflect the interests of the Company, as well as the individual concerned. Executive

Directors’ service agreements are kept at the Company’s headquarters in Cheltenham.

In accordance with the Code and guidelines issued by institutional investors, Executive Directors have service agreements

that are terminable by either the Company or the Executive Director on 12 months’ notice. In the event of termination or

resignation, and subject to business reasons, the Company would not necessarily hold the Executive Director to his or her

full notice period. All Directors are subject to election (if newly appointed in the year) or re-election at the AGM.

Service agreements set out restrictions on the ability of the Executive Director to participate in businesses competing

with those of the Group or to entice or solicit away from the Group any senior colleagues or to solicit/deal with clients

of the Group or interfere with supply, in the 12 months following the cessation of employment.

Salary, pension and benefits are included in the agreements and are treated as described in the Policy table on pages 148

to 150. There is no contractual entitlement to payment of an annual bonus or granting of any share award, until individual

participation, level of award, measures and targets have been set for a particular year.

In connection with the departure of an Executive Director, the Committee may approve reasonable payments in settlement

of potential legal claims, agree to pay legal fees incurred by the individual and/or cover fees for outplacement services.

Payment may also be made in relation to accrued but unused holiday.

The Chair and Non-Executive Directors do not have service agreements but serve the Company under letters of appointment,

for an initial period of normally three years, subject to annual re-election at the AGM. Appointments may be terminated by

the Company or individual with up to three months’ notice for a Non-Executive Director and up to six months’ notice for the

Chair. Currently, notice periods are for one month only.

Spirax Group plc Annual Report 2025 151

Governance Report

Notes to the Policy table continued

Current Executive Directors and policy for new appointments

The details of the service agreements of the Group Chief Executive and Group Chief Financial Officer and for new

appointments to the Board, which include appointing an individual who is not an Executive Director but who still falls

within this Policy, are outlined on the following page and comply with best practice.

Treatment of leavers under the incentive plans

Whilst it is not an entitlement, it is expected that where an Executive Director is a ‘good leaver’ (e.g. where the cessation

of employment is due to death or disability or where the ending of employment is instigated by the Company and is not for

cause), payments will be made under the annual bonus plan if performance targets are met subject to, and in accordance

with, the plan rules and the Policy. If the Executive Director is not a ‘good leaver’, it is expected that no bonus will be paid.

The treatment of leavers holding share awards is determined in accordance with the relevant shareholder-approved rules,

with any awards normally lapsing unless the Executive Director is considered to be a ‘good leaver’ (e.g. death, disability

or other non-cause reasons at the discretion of the Committee). In the case of such ‘good leaver’ status, the award will

normally vest on the normal vesting date. Unless the Committee determines otherwise, vesting will normally be subject

to the Committee’s assessment of performance and a pro-rata reduction in the number of shares to take account of the

period employed within the performance period.

In relation to the ESOP, as an HMRC-approved plan, where an Executive Director leaves the treatment will be in line with the

approved plan rules and HMRC guidance.

Change of control

Bonus: Bonus in the year of change of control may be paid based on the Committee’s assessment of performance and,

unless the Committee determines otherwise, pro-rata for the portion of the year elapsed prior to the change of control.

If termination occurs within 12 months following a change of control, the Executive Director is entitled to (i) a lump sum

payment in lieu of notice, and (ii) receive a full bonus payment calculated by reference to the average of the preceding

three years’ bonus payments (without any reduction or enhancement for performance).

Share awards: In the event of a change of control, outstanding share-based awards vest to the extent that the Committee

determines that performance targets are met shortly before the date of the event. Any such vesting would normally have

regard to time pro-rating. The Committee may, at its discretion, increase the level of vesting if it believes that exceptional

circumstances warrant such treatment. The Committee may replace one or more of the performance criteria or assess the

extent to which it determines that targets have been met on a basis that it deems is reasonable in the circumstances.

In each case, the Committee is for these purposes the Remuneration Committee shortly before the change of control takes place.

Details of service agreement clauses

Notice period 12 months by the Executive Director and 12 months by the Company.

Termination No payment if the Executive Director commits a repudiatory breach of the service agreement or

for gross misconduct or in certain circumstances.

No additional termination payment if notice worked.

If notice only part worked/part on garden leave, payment in respect of unexpired period of notice,

otherwise 12 months’ base salary only.

Company discretion to pay in lieu of notice in a lump sum or monthly except within 12 months of a

change of control, when a lump sum will be paid.

If paid monthly, payment will be reduced by the value of any salary, fees and benefits, excluding

long-term incentives, earned in new paid employment in that period (mitigation clause).

No automatic entitlement to payments under the annual bonus or PSP (further details are set out

in the ‘Treatment of leavers under the incentive plans’ section).

Garden leave clause.

Robust post-termination restrictions on confidentiality, non-compete, non-solicitation and

non-interference with customers or suppliers.

Service agreements may be terminated without notice and without payment of compensation on

the occurrence of certain events, such as gross misconduct or financial misstatement.

Clawback or malus Bonus payments and long-term incentive awards are subject to clawback or malus until the third

anniversary of bonus payment and the fifth anniversary of long-term incentive grant respectively.

Circumstances under which clawback or malus may apply include financial misstatement, erroneous

calculations determining bonus payment, gross misconduct, reputational damage and corporate failure.

The Committee is satisfied that the periods of time over which malus and clawback can be can be

applied are appropriate as they should provide adequate time for audit procedures to identify any

relevant events.

Spirax Group plc Annual Report 2025152

Governance Report — Remuneration continued

2026 Remuneration Policy continued

Illustrations of application of the Remuneration Policy

Under the Remuneration Policy, a significant portion of remuneration is variable and depends on the Company’s

performance. Below we illustrate how the total pay opportunity for the Executive Directors varies under four performance

scenarios: below threshold, on-target, maximum and maximum with a 50% share price increase.

The scenarios for 2026, informed by the current application of the 2026 to 2028 Remuneration Policy, are as follows:

Element

Fixed pay, benefits

and ESOP

Fixed pay and ESOP does not vary with performance and comprises:

•

Base salary effective 1 January 2026

•

Benefits value based on 2025 disclosure

•

Pension value (cash allowance: 10% of salary, applied to 2026 salary)

•

ESOP participation of up to £1,800 with 1:1 matching shares for eligible Executive Directors

Percentage of base salary

Below threshold On-target Maximum Maximum with share price increase

Annual bonus

(% of salary)

0% CEO: 90%

CFO: 75%

CEO: 150%

CFO: 125%

As for maximum

Performance

share awards¹

(% of salary at award)

0% CEO: 54%

CFO: 40.5%

CEO: 300%

CFO: 225%

As for maximum, with illustration of the

value assuming a 50% increase in

share price

1 A level of 18% vesting for on-target performance is equivalent to threshold performance for performance share awards and annual bonus, which

the Committee believes to be a fair assumption for on-target performance given the approach taken to setting performance targets.

2026 Remuneration Policy scenario £’000s

Fixed pay

Annual bonus

Performance Share Plan

0 500 1,000 1,500 2,000 2,500 3,000 3,500

Group CFOGroup CEO

Maximum with Share

Price Increase

0 1,000 2,000 3,000 4,000 5,000 6,000

Maria Antoniou

Chair, Remuneration Committee

9 March 2026

Maximum

On-Target

Below Threshold

Maximum with Share

Price Increase

Maximum

On-Target

Below Threshold

Spirax Group plc Annual Report 2025 153

Governance Report

For the purposes of compliance with DTR 4.1.5R (2) and

DTR 4.1.8R, the required content of the management report

can be found in the Strategic Report, including the sections

of the Annual Report incorporated by reference. For the

purposes of UKLR 6.6.4R, the information required to be

disclosed by UKLR 6.6.1R, which is not covered in this

Directors’ Report, is covered earlier in this Report and

referred to in the table on page 156. The regulatory

disclosures are made in compliance with the Companies

Act 2006 (the Act), the FCA UK Listing Rules (UKLR), the

Disclosure Guidance and Transparency Rules (DTR) and

the 2024 UK Corporate Governance Code (the Code).

Governance Statement

DTR 7.2.1R requires a company to include in its Directors’

Report a Governance Statement containing certain

information. However, as allowed by DTR 7.2.9, we have

chosen to set out the information in the Governance section

of the Annual Report on pages 101 to 157. The Group’s risk

management and internal control framework and the Principal

Risks and uncertainties, described on pages 84 to 91,

the various Committee Report on pages 117 to 134 and this

Directors’ Report also contains required information and

are incorporated into this statement by reference.

Directors

The Directors who served during the year and up to the

signing of the Annual Report and Accounts were Tim Cobbold,

Nimesh Patel, Louisa Burdett, Richard Gillingwater, Maria

Antoniou (from 1 June 2025), Angela Archon, Constance

Baroudel, Peter France, Caroline Johnstone, Andrew Kemp

(from 1 November 2025), Jane Kingston (until 30 September

2025) and Kevin Thompson.

We have met or exceeded the Board composition

requirements of the Parker Review on ethnic diversity

and the FTSE Women Leaders Review on gender diversity

on the Board. Biographies of the Directors and details of the

gender and ethnic diversity of the Board can be found on

pages 106 and 107 and 68.

Results

The Group’s results for the year have been prepared in

accordance with the International Financial Reporting

Standards. They are set out in the Consolidated Income

Statement, which appears on page 169.

Dividend

As at 31 December 2025, the Company has distributable

reserves of £544.3 million (see the Company Statement

of Financial Position on page 168). The Directors are

proposing the payment of a final dividend of 121.1 pence

(2024: 117.5 pence) which, together with the interim

dividend of 48.9 pence (2024: 47.5 pence), makes a total

distribution for the year of 170.0 pence (2024: 165.0 pence).

If approved at the 2026 Annual General Meeting (AGM), the

final dividend will be paid on 22 May 2026 to shareholders

on the register at the close of business on 24 April 2026.

The Directors present their report

and the audited Financial Statements

of Spirax Group for the year ended

31December2025.”

Céline Barroche

Group General Counsel and Company Secretary

Directors’ Report

The Directors present their Report and the audited Financial

Statements of Spirax Group plc. This Directors’ Report,

together with the sections of the Annual Report incorporated

by reference, comprise the Directors’ Report for the year

ended 31 December 2025.

The Company

Spirax Group plc is a parent company, incorporated and

domiciled in England and Wales, company number 00596337,

with its registered office at Charlton House Cirencester

Road, Charlton Kings, Cheltenham, Gloucestershire, United

Kingdom GL53 8ER. The Company is listed on the London

Stock Exchange and is a constituent of the FTSE 100 and

FTSE4Good share indices.

Reporting obligations

The Directors’ Report comprises pages 154 to 156 of this

report (together with the sections of the Annual Report

incorporated by reference as set out in the table on page

156). Some of the matters required by law have been

included in the Strategic Report (inside front cover to page

100) as the Board considers them to be of strategic

importance.

Spirax Group plc Annual Report 2025154

Governance Report — Regulatory disclosures

Directors’ and Officers’ insurance

The Company provides Directors’ and Officers’ Insurance

for Board members, as well as directors of the Group’s

operating companies and senior officers. The Company has

also provided each Director with an indemnity to the extent

permitted by law in respect of the liabilities incurred as a

result of their holding office as a Director of the Company.

Appointment, replacement and powers of Directors

Directors may exercise all the Company’s powers, according

to the Company’s Articles of Association (the Articles)

including the appointment and replacement of Directors.

The Articles themselves may be amended by a special

resolution of the shareholders. You can find the Company’s

Articles on our website.

In accordance with the Articles and the requirements of

the Code, all serving Directors will offer themselves for

election or re-election, as appropriate, at the forthcoming

AGM.

The Board believes that all Directors continue to perform

effectively and are committed to their roles. They also

possess the required skills and experience, as detailed in

their biographies on pages 106 to 107.

Conflicts of interest

Under the Act and the Company’s Articles, the Board must

address potential conflicts of interest. Formal procedures

are in place for disclosing, reviewing and authorising any

conflicts or potential conflicts of interest involving Directors.

The Board reviews and if necessary, authorises conflicts as

they arise and conducts an annual review of such matters.

New Directors must declare any conflicts at their first Board

meeting. The Board believes these procedures are

effective.

Capital structure

As of 31 December 2025, the Company had 73,776,048

issued ordinary shares, each with one vote at general

meetings. There are no restrictions on share transfers or

voting rights, except as stated in the Articles or legislation.

Directors can issue and allot ordinary shares, subject to

annual renewal by shareholders at the AGM.

On 27 February 2026, the Company held no treasury

shares. Changes in issued share capital listed on the

London Stock Exchange are detailed in Note 20 on page

193.

Share capital – special rights and restrictions

There are no specific restrictions on shareholding size or

voting rights for holders of ordinary shares under the

Articles and prevailing laws. The Directors note that only

legal restrictions, such as insider trading laws and FCA UK

Listing Rules, may limit the transfer of ordinary shares.

Employees may need Company approval to deal in its

securities.

The Company is unaware of any shareholder agreements

restricting share transfers or voting rights. No individual has

special control over the Company’s share capital and all

issued shares are fully paid.

Change of control

The Group’s principal borrowing facilities include change of

control provisions that could lead to repayment and

cancellation. Executive Directors’ service agreements state

that if terminated after a takeover, they receive salary and

benefits and a lump sum for lost future bonuses.

Significant shareholdings

As at 27 February 2026, being the latest date prior to

publication, the Company had been notified of the following

interests in voting rights pursuant to the requirements of the

UK Listing Authority’s Disclosure and Transparency Rules

DTR 5 each representing 3% or more of the voting rights

attached to the Company’s issued share capital. There are

no controlling shareholders.

As at 27 February 2026

Substantial shareholdings

Number of

ordinary

% of

issued

capital

BlackRock, Inc. 7,282,933 9.86%

MFS Investment Management 3,790,469 5.15%

Aberdeen Asset Managers Limited 3,832,530 4.99%

Sprucegrove Investment Management 3,847,569 4.97%

Schroders plc 3,842,554 4.86%

Fiera Capital Corporation 3,273,949 4.45%

The Capital Group Companies, Inc 3,610,207 4.90%

Norges Bank Investment Management 2,898,475 3.94%

Eleva UCITS Fund 2,267,860 3.08%

Purchase of own shares

The Company had shareholder authority to buy up to 10%

of its shares during the year but made no purchases. This

authority expires at the upcoming AGM, where a renewal is

proposed.

Employee Benefit Trust (EBT)

As of 31 December 2025, 30,167 shares were held in the

EBT for fulfilling employee share awards and options.

Dividends on shares held by the EBT are waived in

accordance with the trust arrangements. The waiver applies

to dividends declared during the year and is intended to

ensure that value is retained for the benefit of shareholders

while the shares are held for the purposes of the Company’s

share-based incentive arrangements.

Auditor

The Company’s Auditor for the duration of this Annual

Report was Deloitte LLP. Initially appointed on 20 May 2014,

Deloitte was reappointed following an audit tender in 2022

and reaffirmed at the 2025 AGM. A resolution to reappoint

Deloitte LLP will be proposed at the forthcoming AGM.

Disclosure of information to the Auditor

As of this Annual Report’s approval date, each Director

confirms they are not aware of any relevant audit

information unknown to the Auditor. Each Director has

taken necessary steps to ensure they are aware of such

information and that the Auditor is informed, in accordance

with Section 418 of the Act.

Spirax Group plc Annual Report 2025 155

Governance Report

Research and development (R&D)

The Group continues to devote significant resources to the

research, development, updating and expansion of its range

of products and solutions to remain at the forefront of its

world markets.

The R&D functions in STS: Spirax-Sarco, Cheltenham (UK)

and Gestra, Bremen (Germany); ETS: Vulcanic, Neuilly-

sur-Marne (France) and Thermocoax, Normandy (France);

and WMFTS: Falmouth (UK) and Aflex Hose, Huddersfield

(UK); and the Product Development functions in Chromalox,

Pittsburgh (USA) and Durex Industries, Cary (USA) are

tasked with improving the Group’s pipeline of new products,

accelerating the time to launch, expanding the Group’s

addressable market and realising additional sales.

Further information on the expenditure on R&D is contained

in Note 6 on page 182. The amount of R&D expenditure

capitalised and the amount amortised, in the year, are given

in Note 14 on pages 188 to 191.

Treasury and foreign exchange

The Group follows approved treasury policies and

procedures, managing interest rates on borrowings

and cash deposits. It ensures compliance with banking

covenants and maintains facilities to support strategic plans.

These policies are regularly reviewed. The Group avoids

speculative transactions beyond normal trading activities.

To manage exchange rate risk, the Group uses forward

contracts and monitors foreign currency exposures.

Political donations

The Group has a policy of not making political donations and

no political donations were made during the year (2024: £nil).

Annual General Meeting

The AGM will be held on 13 May 2026 at Charlton House,

Cheltenham, UK. Details of the meeting and resolutions

are in the Circular to Shareholders and Notice of Meeting

(Circular) on our website and sent to shareholders. For

updates, visit our website spiraxgroup.com/agm-notices.

Shareholders can vote by submitting a Form of Proxy as

per the instructions in the Circular. Vote results will be

announced to the London Stock Exchange and posted on

our website shortly after the meeting.

The Strategic Report and this Directors’ Report were

approved by the Board on 9 March 2026.

By order of the Board

Céline Barroche

Group General Counsel and Company Secretary

9 March 2026

Spirax Group plc Registered no. 00596337

Additional information

Disclosure Page(s) Location in Annual Report

Asset values 168 Consolidated Statement of Financial Position

Charitable donations 81 Strategic Report: Sustainability Report

Risk management and Principal Risks 84 to 91 Strategic Report

Financial instruments and financial risk management 201 to 207 Note 27, Financial Statements

Future developments of the Group’s business 49, 53 and 57 Strategic Report

Colleague culture and engagement (includes

colleague investment and reward)

66 and 117 to 121 Strategic Report: Sustainability Report

and

Colleague Engagement Report

Colleague share schemes (includes Long-Term

Incentive Plans)

142, 143 and 195 to

200

Directors’ Remuneration Report and Note 22,

Financial Statements

Health and safety and colleague-related policies

including diversity and disability

62 and 63 Strategic Report: Sustainability Report

Movements in share capital 170 Consolidated Statement of Changes in Equity

Greenhouse gas emissions 72 to 75 Strategic Report: Sustainability Report

Going Concern Statement 41 Strategic Report: Financial Review

Directors’ Responsibility Statement 157 Statement of Directors’ Responsibilities

Directors’ interests 143 Directors’ Remuneration Report

Stakeholder consideration and engagement 8 to 11 Strategic Report: Stakeholder Engagement and

Section 172 Statement

1 The Board has taken advantage of Section 414C(11) of the Act to include disclosures in the Strategic Report on these items.

2 Information required to be disclosed by UKLR 6.6.1R.

Directors’ Report continued

Spirax Group plc Annual Report 2025156

Governance Report — Regulatory disclosures continued

The Annual Report 2025, taken

as a whole, is fair, balanced and

understandable and provides

the information necessary for

shareholders.”

Louisa Burdett

Group Chief Financial Officer

Board of Directors

The current Directors are responsible for preparing the

Annual Report and the Financial Statements in accordance

with applicable laws and regulations.

Company law requires the Directors to prepare consolidated

Group Financial Statements for each financial year in

accordance with IFRS as adopted by the UK. Parent

Company Financial Statements are prepared under FRS 101.

In addition, by 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 these Financial Statements, the Directors are

required to:

•

Select suitable accounting policies and then apply

them consistently

•

State whether applicable UK-adopted International

Accounting Standards have been followed for the Group

Financial Statements and United Kingdom Accounting

Standards, comprising FRS 101, have been followed for

the Company Financial Statements, subject to any

material departures disclosed and explained in the

Financial Statements

•

Make judgements and accounting estimates that are

reasonable and prudent

•

Prepare the Financial Statements on the going concern

basis unless it is inappropriate to presume that the Group

and Company will continue in business

Statement of Directors’ Responsibilities

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Company’s transactions and disclose with reasonable

accuracy at any time the financial position of the Company

and enable them to ensure that its Financial Statements

comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the

Company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and

integrity of the corporate and financial information included

on the Group’s website spiraxgroup.com.

Legislation in the UK governing the preparation and

dissemination of Financial Statements may differ from

legislation in other jurisdictions.

Cautionary Statement

All statements other than statements of historical fact

included in this document, including those regarding the

financial condition, results, operations and Businesses of

Spirax Group plc (its strategy, plans and objectives), are

forward-looking statements.

These forward-looking statements reflect management’s

assumptions made based on information available at this

time. They involve known and unknown risks, uncertainties

and other important factors which could cause the actual

results, performance or achievements of Spirax Group plc to

be materially different from future results, performance or

achievements expressed or implied by such forward-

looking statements. Spirax Group plc and its Directors

accept no liability to third parties in respect of this report

save as would arise under English law.

Any liability to a person who has demonstrated reliance on

any untrue or misleading statement or omission shall be

determined in accordance with schedule 10A of the

Financial Services and Markets Act 2000. Schedule 10A

contains limits on the liability of the Directors of Spirax

Group plc and their liability is solely to Spirax Group plc.

Responsibility Statement

Each of the Directors, whose names and functions are listed

in the Governance Report, confirms that, to the best of their

knowledge:

•

The Financial Statements, prepared in accordance with

IFRS as adopted by the UK, 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

•

The Strategic Report includes a fair review of the

development and performance of the business and the

position of the Company and the undertakings included in

the consolidation taken as a whole, together with a

description of the Principal Risks and uncertainties that

they face

•

The Annual Report and Accounts 2025, taken as a whole,

is fair, balanced and understandable and provides the

information necessary for shareholders to assess the

Company’s financial position, performance, business

model and strategy

This Responsibility Statement was approved by the Board of

Directors on 9 March 2026 and is signed on its behalf by:

Louisa Burdett

Group Chief Financial Officer

9 March 2026

Spirax Group plc Annual Report 2025 157

Governance Report

Financial

Statements

In this section

159 Independent Auditor’s Report to the members of Spirax Group plc

168 Consolidated Statement of Financial Position

169 Consolidated Income Statement

169 Consolidated Statement of Comprehensive Income

170 Consolidated Statement of Changes in Equity

171 Consolidated Statement of Cash Flows

172 Notes to the Consolidated Financial Statements

208 Appendix: Alternative performance measures

215 Company Statement of Financial Position

216 Company Statement of Changes in Equity

217 Notes to the Company Financial Statements

223 Our Global Operations

IBC Corporate Information: Officers and advisers

SpiraxGroupplc Annual Report 2025158

Report on the audit of the Financial Statements

1. Opinion

In our opinion:

•

the Financial Statements of Spirax Group plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) give a true and

fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2025 and of the Group’s

profit for the year then ended;

•

the Group Financial Statements have been properly prepared in accordance with United Kingdom adopted

international accounting standards and IFRS Accounting Standards as issued by the International Accounting

Standards Board (IASB);

•

the Parent Company Financial Statements have been properly prepared in accordance with United Kingdom Generally

Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and

•

the Financial Statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the Financial Statements which comprise:

•

the Consolidated Income Statement;

•

the Consolidated Statement of Comprehensive Income;

•

the Consolidated and Parent Company Statements of Financial Position;

•

the Consolidated and Parent Company Statements of Changes in Equity;

•

the Consolidated Statement of Cash Flows; and

•

the related Notes 1 to 26 to the Consolidated Financial Statements and 1 to 12 for the Parent Company Financial Statements

The financial reporting framework that has been applied in the preparation of the Group Financial Statements is applicable

law, and United Kingdom adopted international accounting standards and IFRS Accounting Standards as issued by the IASB.

The financial reporting framework that has been applied in the preparation of the Parent Company Financial Statements

is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”

(United Kingdom Generally Accepted Accounting Practice).

2. Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the Financial

Statements section of our report.

We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to

our audit of the Financial Statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as

applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these

requirements. The non-audit services provided to the Group and Parent Company for the year are disclosed in Note 6 to the

Financial Statements. We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard

to the Group or the Parent Company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

3. Summary of our audit approach

Keyauditmatters

The key audit matters that we identified in the current year were:

•

goodwill valuation for the Electric Thermal Solutions (ETS) group of cash generating units (CGU);

•

defined benefit pension liability valuation for UK schemes; and

•

revenue recognition.

Materiality

The materiality that we used for the Group Financial Statements was £15.0m which was determined on the

basis of 5% of adjusted profit before tax.

Scoping

We completed audits of the entire financial information on 25 reporting entities and audits of specified account

balances were performed on 14 reporting entities. Our audits of the entire financial information and specified

account balances covered 73% of total Group revenue and 77% of profit before tax.

Significantchanges

inourapproach

There are no significant changes in our approach, as compared to 2024.

4. Conclusions relating to going concern

In auditing the Financial Statements, we have concluded that the Directors’ use of the going concern basis of accounting

in the preparation of the Financial Statements is appropriate.

To evaluate the Directors’ assessment of the Group’s and Parent Company’s ability to continue to adopt the going concern

basis of accounting we performed the following:

•

evaluated the financing facilities available to the Group including nature of facilities, repayment terms and covenants;

•

considered the business model and principal risks and uncertainties;

•

challenged the assumptions used in the forecasts by reference to historical performance, trading run rate, and other

supporting evidence, such as the current macroeconomic environment;

SpiraxGroupplc Annual Report 2025 159

Financial Statements

Financial Statements —IndependentAuditor’sReporttothemembersofSpiraxGroupplc

Report on the audit of the Financial Statements continued

4. Conclusions relating to going concern continued

•

recalculated and assessed the amount of headroom in the forecasts (liquidity and covenants);

•

evaluated the sensitivity analysis performed by management to consider specific scenarios including a reverse stress

test; and

•

assessed the appropriateness of the going concern disclosures in the Financial Statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions

that, individually or collectively, may cast significant doubt on the Group’s and Parent Company’s ability to continue as

a going concern for a period of at least twelve months from when the Financial Statements are authorised for issue.

In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material

to add or draw attention to in relation to the Directors’ statement in the Financial Statements about whether the Directors

considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant

sections of this report.

5. Key audit matters

Key audit matters communicated below are those matters that, in our professional judgement, were of most significance in

our audit of the Financial Statements of the current period and include the most significant assessed risks of material

misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect

on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

5.1. Goodwill valuation for the Electrical Thermal Solutions (ETS) group of cash generating units (CGU)

Keyaudit

matterdescription

The Group holds £663.3m (2024: £669.7m) of goodwill. The value of goodwill for the ETS group of CGUs as

at the balance sheet date was £478.7m (2024: £491.3m). The Group performs an impairment review of the

carrying value of the ETS group of CGUs on an annual basis in line with the requirements of IAS 36 Impairment

of Assets. The impairment assessment involves judgement in considering whether the carrying value of the

ETS group of CGUs is recoverable.

The Group performs a value in use calculation to measure the recoverable amount of the ETS group of CGUs.

There is a high level of judgement surrounding the valuation of goodwill for the ETS group of CGUs due to the

significant growth anticipated in the Group’s forecasts. Key judgements include assumptions in estimating

future revenue and earnings before interest and tax (EBIT) margins in the short term (2026-2030); alongside

setting an appropriate discount rate. We have identified a key audit matter due to sensitivity of the Group’s

valuation to these assumptions.

The Audit Committee Report on page 129 refers to impairment of goodwill and other intangibles as an area

considered by the Audit Committee. Note 1 to the Consolidated Financial Statements sets out the Group’s

accounting policy for testing of goodwill for impairment. The basis for the impairment reviews is outlined in

Note 14 to the Consolidated Financial Statements, including details of the discount rates and growth rates

used. Note 14 to the Consolidated Financial Statements also includes details of the extent to which the CGU, to

which the goodwill and other intangible assets are allocated, are sensitive to changes in the key inputs.

Howthescopeofour

auditrespondedto

thekeyauditmatter

In response to the key audit matter identified, we performed the following procedures:

•

obtained an understanding of the relevant controls relating to the goodwill impairment review process;

•

assessed the integrity of the Group’s impairment model through testing of the mechanical accuracy and

evaluating the application of the input assumptions;

•

evaluated the revenue and EBIT growth assumptions, held meetings with finance and commercial

management and visited key facilities within the ETS business (Ogden and Durex) to understand and assess

the reasonableness of growth assumptions within the impairment model;

•

considered external evidence, such as forecast Industrial Production (“IP”) and GDP growth, market reports

and order intake, and with the support of our industry specialists assessed the accuracy and

reasonableness of the Group’s forecasts;

•

compared the change in model assumptions from 2024 and understood the driver of any variances;

•

evaluated historical forecasting accuracy by comparing prior year plans to actual results achieved;

•

with the involvement of our internal valuations specialist, we assessed the appropriateness of the discount

rate used utilising their knowledge and expertise;

•

completed a stand back review by evaluating the reasonableness of the assumptions in aggregate, by

comparing the EBIT multiple of the ETS group to the EBIT multiple of the Group, and the relative Group

enterprise value to the value in use; and

•

assessed the appropriateness of the related disclosures.

Keyobservations

From the work performed above we are satisfied that the value in use used in the goodwill impairment review

for the ETS group of CGUs supports the carrying value and therefore we are satisfied with the goodwill

valuation of the ETS group of CGUs. This was on the basis that the key assumptions, applied, when taken in

aggregate, are within our acceptable range. We consider the related disclosures to be appropriate.

SpiraxGroupplc Annual Report 2025160

Financial Statements —IndependentAuditor’sReporttothemembersofSpiraxGroupplccontinued

Report on the audit of the Financial Statements continued

5. Key audit matters continued

5.2. Defined benefit pension liability valuation for UK schemes

Keyaudit

matterdescription

At 31 December 2025 the gross UK retirement benefit liability recognised in the Consolidated Statement of

Financial Position was £272.3m (2024: £280.9m). There is a risk of material misstatement relating to the

judgements made by the Group in valuing the defined benefit pension liabilities including the use of key model

input assumptions, specifically the discount rates, mortality assumptions and inflation rates over the three

main UK schemes. These variables can have a material impact in assessing the quantum of the retirement

benefit liability. The Group involved third party actuaries to complete valuations of the pension liabilities.

Refer to Note 1 for the Group’s policy on defined benefit plans and post-retirement benefit key sources of

estimation uncertainty, Note 22 for the financial disclosure including the key estimates and assumptions used

in the defined benefit pension liability valuations and the financial reporting matters and accounting

judgements section of the Audit Committee Report on page 129.

Howthescopeofour

auditrespondedto

thekeyauditmatter

In response to the key audit matter identified, we performed the following procedures:

•

obtained an understanding of the relevant controls relating to the determination and review of the key model

input assumptions;

•

with the involvement of our internal actuarial specialists, we assessed the key assumptions applied in

determining the pension obligations for the three UK pension schemes, and assessed whether the key

model input assumptions are reasonable;

•

for each of the three UK schemes, we challenged the Group’s key model input assumptions by reference to

illustrative benchmark rates; and

•

evaluated the competence of management’s expert, their capabilities and objectivity.

Keyobservations

From the work performed, we are satisfied that the valuation of the defined benefit pension liability of the

UK schemes is appropriate and the key model input assumptions applied in respect of the valuation of the UK

schemes’ liabilities are reasonable.

5.3. Revenue recognition

Keyaudit

matterdescription

The Group recognised revenue of £1,702.9m (2024: £1,665.2m) through the provision of goods and services

accounted for under IFRS 15 Revenue from Contracts with Customers.

Given the disaggregated nature of the Group, the range of products, customers and markets spanning across

numerous countries and sectors, understanding the revenue recognition process and the control environment

underpinned our central risk assessment and the basis for our planned audit procedures.

Due to the large number of revenue transactions recognised across multiple businesses, this is an area which

requires a significant allocation of resources and effort in the audit.

Refer to Note 1 for the Group’s revenue recognition policy and Note 2 for the Group’s segmental reporting showing

revenue by operating segment.

Howthescope

ofouraudit

respondedtothe

keyauditmatter

Our audit response consisted of a combination of procedures varying depending on the nature of the

component, including:

•

obtained an understanding of the relevant controls relating to the revenue cycle;

•

with the involvement of our data and analytics specialists developed bespoke analytics to assess transactions

recorded in the year at a number of in scope components. The analytics automatically reconciled underlying

transaction data across key factors such as pricing, quantities, and timing. These data analytical tools allowed us

to scrutinise large transactional data sets for unusual trends, and to identify outliers in a revenue population for

further investigation and testing;

•

tested the accuracy and completeness of the data utilised in those analytics through agreeing a sample to

supporting documentation;

•

evaluated the product dispatch cycle and revenue recognition profile across the year-end period;

•

for the components not subject to bespoke analytics, we evaluated a sample of items by assessing whether the

performance obligation was met in line with the revenue recognition date in accordance with the terms of trade

with customers; and

•

assessed the appropriateness of the related disclosures.

Keyobservations

From the procedures performed above, we consider that revenue has been appropriately recognised in the year.

SpiraxGroupplc Annual Report 2025 161

Financial Statements

Report on the audit of the Financial Statements continued

6. Our application of materiality

6.1. Materiality

We define materiality as the magnitude of misstatement in the Financial Statements that makes it probable that the economic

decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the

scope of our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the Financial Statements as a whole as follows:

GroupFinancialStatements ParentCompanyFinancialStatements

Materiality

£15.0m (2024: £15.0m) £5.3m (2024: £5.6m)

Basisfor

determining

materiality

We determined materiality on the basis of 5% of

adjusted profit before tax (2024: 5% of adjusted profit

before tax) as disclosed on page 212 of the Annual

Report.

Parent Company materiality is set at 3% of net assets

(2024: 3% of net assets), which is capped at 50% of the

Group performance materiality. This is consistent with

prior year.

Rationaleforthe

benchmarkapplied

We have used adjusted profit before tax for

determining materiality. This is considered to be a key

benchmark as this metric is important to the users of

the Financial Statements (investors and analysts being

the key users for a listed entity) because it portrays the

performance of the business and hence its ability to

pay a return on investment to the investors.

We have considered net assets as the appropriate

measure given the Parent Company is primarily a

holding company for the Group.

Group materiality £15.0m

Component performance materiality range

£4.2m to £5.3m

Adjusted PBT

£301.0m

Audit Committee reporting threshold £0.75m

6.2. Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and

undetected misstatements exceed the materiality for the Financial Statements as a whole.

GroupFinancialStatements ParentCompanyFinancialStatements

Performancemateriality

70% (2024: 70%) of Group materiality 70% (2024: 70%) of Parent Company materiality

Basisandrationale

fordetermining

performancemateriality

In determining performance materiality, we considered our risk assessment, including our assessment

of the Group’s overall control environment and the low level of corrected and uncorrected misstatements

identified in previous audits. We have also considered changes in key management personnel of the Group.

6.3. Error reporting threshold

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £0.75m

(2024: £0.75m), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation

of the Financial Statements.

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Financial Statements —IndependentAuditor’sReporttothemembersofSpiraxGroupplccontinued

Adjusted PBT

Group materiality

Revenue Profitbeforetax

27%

15%

58%

23%

15%

62%

Report on the audit of the Financial Statements continued

7. An overview of the scope of our audit

7.1. Identification and scoping of components

Our Group audit was scoped by obtaining an understanding of the Group and its environment, including Group-wide

controls, and assessing the risks of material misstatement at the Group level. At the planning stage we used analytical tools,

in consideration of trends and relationships as well as significance of different components, in order to determine an

appropriate scope.

Based on that assessment, we focused our Group audit scope primarily on the audit work at 39 components

(2024: 42 components). 25 components (2024: 24 components) of these were subject to an audit of the entire financial

information and 14 components (2024: 18 components) were subject to specified account balance procedures where the

extent of our testing was based on our assessment of the risks of material misstatement and of the or audit materiality of the

Group’s operations at those components. These components represent the principal business units and account for 73%

(2024: 73%) of the Group’s revenue and 77% (2024: 83%) of profit before tax. They were also selected to provide an

appropriate basis for undertaking audit work to address the risks of material misstatement identified at the Group level. In

addition, the Group team performed audit procedures to obtain additional coverage over certain account balances including

cash, intangible assets and provisions.

The Parent company is located in the UK and is audited directly by the Group audit team. Our work on the components,

including the Parent company, was executed at levels of performance materiality applicable to each individual component,

which were lower than Group materiality and ranged from £4.2m to £5.3m (2024: £4.5m to £5.6m).

At the Group level, we also tested the consolidation process and carried out analytical procedures to confirm our conclusion

that there were no significant risks of material misstatement of the aggregated financial information of the remaining

components not subject to audits of the entire financial information, specified account balances.

7.2. Our consideration of the control environment

The Group operates a range of IT systems which underpin the financial reporting processes. This can vary by geography

and/or reporting entity. For certain components subject to audits of the entire financial information, we identified relevant

IT systems for the purpose of our audit work. These were typically the principal Enterprise Resource Planning (ERP) systems

for each relevant component that govern the general ledger and transaction accounting balances and also included the

Group’s consolidation system. Our approach was principally designed to inform our risk assessment and, as such, with the

involvement of our IT specialists we obtained an understanding of relevant IT controls and tested the general IT controls

for some operating entities.

Consistent with the prior year, in the current year we did not plan to rely on the operating effectiveness of controls

(automated or otherwise). This strategy reflected our historical knowledge of the: disaggregated nature of the control

environment, which brings inherent segregation of duty challenges in certain smaller businesses; limited formality of the

control environment, specifically around retention of evidence of a control’s operation sufficient for testing purposes;

and our understanding of the Group’s business transformation programme to upgrade legacy systems, including gaps in

associated user access and change management controls. This understanding was reconfirmed in the current year and

was factored into our planned audit approach and risk assessment.

The Group-wide G3 programme seeks to enhance the internal control framework and has both IT and business control

aspects that span multi-years. Therefore, in addition to the audit work on IT controls described above and continuing the

audit plan from the prior year, additional audit work on controls was performed on key financial reporting process cycles

to inform our risk assessment, and to assess consistency between our knowledge and the other information.

The Group continues to invest time in responding to and addressing our observations on IT and entity level controls.

Management determines their response to these observations and continues to monitor their resolution with reporting

to and oversight from the Audit Committee as explained in the Audit Committee report on page 127, which includes

consideration of developments in control in the context of the FRC guidance and changes to the Corporate Governance

Code. As the Group develops and completes the business transformation project, we expect our audit approach to evolve

in future years alongside these developments in the internal control environment.

SpiraxGroupplc Annual Report 2025 163

Financial Statements

Audit of the entire financial information

Specified account balance/procedures

Review at group level

Audit of the entire financial information

Specified account balance/procedures

Review at group level

Report on the audit of the Financial Statements continued

7. An overview of the scope of our audit continued

7.3. Our consideration of climate-related risks

In planning our audit, we have considered the potential impact of climate change on the Group’s business and its

Financial Statements.

The Group has assessed the risk and opportunities relevant to climate change which has been included as an emerging risk

across the Group. This risk has also been considered and embedded into the businesses as explained in the Strategic

Report on page 86.

In combination with internal sustainability specialists, we have obtained the Group’s risk register and held discussions with

those charged with governance to understand the process of identifying climate-related risks, the determination of

mitigating actions and the impact on the Group’s Financial Statements. Whilst the Group has acknowledged that the

transition and physical risks posed by climate change have the potential to impact the medium to long term success of the

business, they have assessed that there is no material impact arising from climate change on the judgements and estimates

determining the valuations within the Financial Statements as at 31 December 2025 as explained in Note 1.

We performed our own qualitative risk assessment of the potential impact of climate change on the Group’s account

balances and classes of transactions, and did not identify any additional risks of material misstatement. We have also

evaluated the appropriateness of disclosures included in the Financial Statements and read climate-related disclosures

included in the Strategic Report to consider whether they are materially consistent with the disclosures made in the Financial

Statements and our knowledge obtained in the audit.

7.4. Working with other auditors

The Group audit was conducted exclusively by a global network of Deloitte member firms under the direction and

supervision of the UK Group audit team. Detailed instructions were sent to each component audit team to set out the scope,

timing and extent of the audit. Dedicated members of the Group audit team were assigned to each component to facilitate

an effective and consistent approach to component oversight. We reviewed the work performed by component teams and

discussed the results with them, including holding planning meetings. We maintained regular communication between the

Group and component teams and remote access to relevant documents was provided. Based on our understanding of each

component, for certain components we conducted in-person site visits and additionally, we increased our interaction with

certain component audit teams based on our professional judgement.

8. Other information

The other information comprises the information included in the annual report, other than the Financial Statements and our

auditor’s report thereon. The Directors are responsible for the other information contained within the annual report.

Our opinion on the Financial Statements does not cover the other information and, except to the extent otherwise explicitly

stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially

inconsistent with the Financial Statements or our knowledge obtained in the course of the audit, or otherwise appears

to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether

this gives rise to a material misstatement in the Financial Statements themselves. If, based on the work we have performed,

we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

9. Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the

Financial Statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors

determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether

due to fraud or error.

In preparing the Financial Statements, the Directors are responsible for assessing the Group’s and the Parent Company’s

ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going

concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease

operations, or have no realistic alternative but to do so.

SpiraxGroupplc Annual Report 2025164

Financial Statements —IndependentAuditor’sReporttothemembersofSpiraxGroupplccontinued

Report on the audit of the Financial Statements continued

10. Auditor’s responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of

these Financial Statements.

A further description of our responsibilities for the audit of the Financial Statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

11. Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with

our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent

to which our procedures are capable of detecting irregularities, including fraud is detailed below.

11.1. Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance

with laws and regulations, we considered the following:

•

the nature of the industry and sector, control environment and business performance including the design of the Group’s

remuneration policies, key drivers for Directors’ remuneration, bonus levels and performance targets;

•

the Group’s own assessment of the risks that irregularities may occur either as a result of fraud or error is approved

annually by the board, most recently on 5 March 2026;

•

results of our enquiries of management, internal audit, the Directors and the Audit Committee about their own

identification and assessment of the risks of irregularities, including those that are specific to the Group’s sector;

•

any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures

relating to:

•

identifying, evaluating and complying with laws and regulations and whether they were aware of any instances

of non-compliance;

•

detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged

fraud; and

•

the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

•

the matters discussed among the audit engagement team including component audit teams and relevant internal

specialists, including tax, valuations, pensions, sustainability, industry and IT specialists regarding how and where fraud

might occur in the Financial Statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for

fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk

of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on

provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures

in the Financial Statements. The key laws and regulations we considered in this context included the UK Companies Act,

UK Listing Rules, pensions legislation and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the Financial

Statements but compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty.

SpiraxGroupplc Annual Report 2025 165

Financial Statements

Report on the audit of the Financial Statements continued

11. Extent to which the audit was considered capable of detecting irregularities, including fraud continued

11.2. Audit response to risks identified

As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or

non-compliance with laws and regulations.

Our procedures to respond to risks identified included the following:

•

reviewing the Financial Statement disclosures and testing to supporting documentation to assess compliance with

provisions of relevant laws and regulations described as having a direct effect on the Financial Statements;

•

enquiring of management, the Audit Committee and in-house legal counsel concerning actual and potential litigation

and claims;

•

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material

misstatement due to fraud;

•

reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing

correspondence with HMRC; and

•

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries

and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a

potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal

course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members

including internal specialists and component audit teams, and remained alert to any indications of fraud or non-compliance

with laws and regulations throughout the audit.

Report on other legal and regulatory requirements

12. Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in accordance

with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

•

the information given in the Strategic Report and the Directors’ Report for the financial year for which the Financial

Statements are prepared is consistent with the Financial Statements; and

•

the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained

in the course of the audit, we have not identified any material misstatements in the strategic report or the Directors’

Report.

13. Corporate Governance Statement

The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that

part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate

Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the

Corporate Governance Statement is materially consistent with the Financial Statements and our knowledge obtained

during the audit:

•

the Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and

any material uncertainties identified set out on page 41;

•

the Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why

the period is appropriate set out on page 41;

•

the Directors’ statement on fair, balanced and understandable set out on page 131;

•

the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on

page 124;

•

the section of the annual report that describes the review of effectiveness of risk management and internal control

systems set out on page 130; and

•

the section describing the work of the Audit Committee set out on page 128.

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Financial Statements —IndependentAuditor’sReporttothemembersofSpiraxGroupplccontinued

Report on other legal and regulatory requirements continued

14. Matters on which we are required to report by exception

14.1. Adequacy of explanations received and accounting records

Under the Companies Act 2006 we are required to report to you if, in our opinion:

•

we have not received all the information and explanations we require for our audit; or

•

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 are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

14.2. Directors’ remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of Directors’ remuneration

have not been made or the part of the Directors’ remuneration report to be audited is not in agreement with the accounting

records and returns.

We have nothing to report in respect of these matters.

15. Other matters which we are required to address

15.1. Auditor tenure

Following the recommendation of the Audit Committee, we were appointed by the Directors and subsequently at the Annual

General Meeting on 11 May 2014 to audit the Financial Statements for the year ending 31 December 2014 and subsequent

financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm

is 12 years, covering the years ending 31 December 2014 to 31 December 2025.

15.2. Consistency of the audit report with the additional report to the Audit Committee

Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance

with ISAs (UK).

16. Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies

Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are

required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not

accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit

work, for this report, or for the opinions we have formed.

As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R – DTR

4.1.18R, these Financial Statements will form part of the Electronic Format Annual Financial Report filed on the National

Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance

over whether the Electronic Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.

Dean CookMAFCA(Seniorstatutoryauditor)

For and on behalf of Deloitte LLP

Statutory Auditor

London, United Kingdom

9 March 2026

SpiraxGroupplc Annual Report 2025 167

Financial Statements

Consolidated Statement of Financial Position

at 31 December 2025

		2025	2024
	Notes	£m	£m
Assets
Non-currentassets
Property, plant and equipment	12	425.8	433. 1
Right-of-use assets	13	8 9.8	95.6
Goodwill	14	663. 3	669.7
Other intangible assets	14	396. 1	420.4
Prepayments		2.4	1 .8
Investment in Associate	11	3.3	3.3
Deferred tax assets	15	32.8	34.2
		1,613 .5	1,658 . 1
Currentassets
Inventories	16	252.4	253.2
Trade receivables	25	323.2	31 3.8
Other current assets	17	8 6.8	7 5 .1
Taxation recoverable		1 3 .1	1 0.6
Assets classified as held for sale	26	3 .1	—
Cash and cash equivalents	23	36 9.0	334 .2
		1,047 . 6	986.9
Totalassets		2,661. 1	2,645. 0
Equityandliabilities
Currentliabilities
Trade and other payables	18	268.9	263. 0
Provisions	19	12.9	5. 4
Bank overdrafts	23	129. 3	100.3
Current portion of long-term borrowings	23	107 .2	123.9
Short-term lease liabilities	23	1 7.1	17 .2
Current tax payable		30.2	23.3
		565. 6	533 . 1
Netcurrentassets		482. 0	4 53.8
Non-currentliabilities
Long-term borrowings	23	697 .2	706 .2
Long-term lease liabilities	23	7 3 .1	7 7. 9
Deferred tax liabilities	15	59.6	63.6
Post-retirement benefits	22	3 0.0	42.5
Provisions	19	8.2	6.3
Long-term payables		5 .1	6.2
		873 .2	902.7
Totalliabilities		1,438 .8	1,435. 8
Netassets	2	1,222.3	1,209.2
Equity
Share capital	20	1 9.9	19.8
Share premium account		92.3	92.0
Translation reserve	20	(126. 7)	(86. 1)
Other reserves	20	(0 .2)	(7 . 5)
Retained earnings		1,236 .8	1, 190. 6
Equity shareholders’ funds		1,222. 1	1,208. 8
Non-controlling interest		0.2	0.4
Totalequity		1,222.3	1,209.2
Totalequityandliabilities		2,661. 1	2,645. 0

These Consolidated Financial Statements of Spirax Group plc, company number 00596337, were approved by the Board

of Directors and authorised for issue on 9 March 2026 and signed on its behalf by:

N.B. Patel L. S. Burdett

Director Director

SpiraxGroupplc Annual Report 2025168

Financial Statements —GroupFinancialStatements

Consolidated Income Statement

for the year ended 31 December 2025

		2025	2024
	Notes	£m	£m
Revenue	2	1,702. 9	1,665 .2
Operating costs	3	(1,437 .5)	(1,360. 6)
Operatingprofit	2	265.4	304 .6
Financing expenses		(47 .0)	(56.7)
Financing income		8.7	1 3.0
Net financing expense	2, 5	(38. 3)	(43 .7)
Share of loss of Associate	11	(0.6)	(2.0)
Profitbeforetaxation	6	226.5	258.9
Taxation	8	(62.9)	(67 .5)
Profitfortheyear		163. 6	191.4
Attributable to:
Equity shareholders		163.4	191.2
Non-controlling interest		0.2	0. 2
Profitfortheyear		163. 6	191.4
Earningspershare	9
Basic earnings per share		221. 7p	259. 6p
Diluted earnings per share		221.2p	258.9p
Dividends	10
Dividends per share		17 0.0p	165 .0p
Dividends paid during the year (per share)		166.2p	161.5p

The Notes on pages 172 to 207 form an integral part of the Consolidated Financial Statements.

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2025

		2025	2024
	Notes	£m	£m
Profitfortheyear		163. 6	191.4
Items that will not be reclassified to profit or loss:
Remeasurement gain on post-retirement benefits	22	7. 6	3 .6
Deferred tax on remeasurement gain on post-retirement benefits	15, 22	(2. 3)	(1. 1)
		5.3	2.5
Items that may be reclassified subsequently to profit or loss:
Foreign exchange translation and net investment hedges loss	20	(40. 6)	(25 .7)
Gain/(loss) on cash flow hedges net of tax	20, 25	2 .5	(2. 3)
		(38. 1)	(28 .0)
Totalcomprehensiveincomefortheyear		130. 8	165.9
Attributable to:
Equity shareholders		13 0.6	165. 7
Non-controlling interest		0.2	0. 2
Totalcomprehensiveincomefortheyear		130. 8	165.9

SpiraxGroupplc Annual Report 2025 169

Financial Statements

Consolidated Statement of Changes in Equity

for the year ended 31 December 2025

			Share				Equity	Non-
		Share	premium	Translation	Other	Retained	shareholders’	controlling	Total
		capital	account	reserve	reserves	earnings	funds	interest	equity
	Notes	£m	£m	£m	£m	£m	£m	£m	£m
Balanceat1January2025		1 9.8	92.0	(86 . 1)	(7 .5)	1, 190. 6	1,208. 8	0. 4	1,209.2
Profitfortheyear		—	—	—	—	163.4	163 .4	0.2	163.6
Other comprehensive (expense)/income:
Foreign exchange translation and net
investment hedges loss	20	—	—	(40. 6)	—	—	(40. 6)	—	(40. 6)
Remeasurement gain on post-retirement benefits	22	—	—	—	—	7. 6	7. 6	—	7. 6
Deferred tax on remeasurement gain
on post-retirement benefits	15, 22	—	—	—	—	(2. 3)	(2.3)	—	(2.3)
Gain on cash flow hedges net of tax	20, 25	—	—	—	2.5	—	2.5	—	2.5
Totalothercomprehensive
(expense)/incomefortheyear		—	—	(40. 6)	2.5	5.3	(32.8)	—	(32. 8)
Totalcomprehensiveincome/
(expense)fortheyear		—	—	(40. 6)	2 .5	168.7	1 30.6	0.2	130. 8
Contributions by and distributions
to owners of the Company:
Dividends paid	10	—	—	—	—	(122.5)	(122.5)	(0 .3)	(122.8)
Purchase of shares from NCI		—	—	—	—	—	—	(0. 1)	(0. 1)
Issue of share capital	20	0.1	0.3	—	—	—	0. 4	—	0. 4
Employee Benefit Trust shares	20	—	—	— 	4.8	—	4.8	—	4.8
Balanceat31December2025		19. 9	92.3	(126.7)	(0 .2)	1,236 .8	1,222. 1	0.2	1,222.3

Other reserves represent the Group’s cash flow hedges, capital redemption and Employee Benefit Trust reserves (see Note 20).

The non-controlling interest is a 1.3% (2024: 1.6%) share of Spirax Sarco Korea Ltd held by employee shareholders.

Consolidated Statement of Changes in Equity

for the year ended 31 December 2024

			Share				Equity	Non-
		Share	premium	Translation	Other	Retained	shareholders’	controlling	Total
		capital	account	reserve	reserves	earnings	funds	interest	equity
	Notes	£m	£m	£m	£m	£m	£m	£m	£m
Balanceat1January2024		19.8	9 0 .1	(60.4)	(12.9)	1, 120 .3	1, 156.9	0.8	1, 157 .7
Profitfortheyear		—	—	—	—	191.2	191.2	0.2	191.4
Other comprehensive (expense)/income:
Foreign exchange translation and net
investment hedges loss	20	—	—	(25. 7)	—	—	(25 .7)	—	(25.7)
Remeasurement gain on post-retirement benefits	22	—	—	—	—	3.6	3.6	—	3.6
Deferred tax on remeasurement
gain on post-retirement benefits	15, 22	—	—	—	—	(1. 1)	(1. 1)	—	(1. 1)
Loss on cash flow hedges net of tax	20, 25	—	—	—	(2.3)	—	(2.3)	—	(2.3)
Totalothercomprehensive
(expense)/incomefortheyear		—	—	(25. 7)	(2.3)	2 .5	(25. 5)	—	(25. 5)
Totalcomprehensiveincome/
(expense)fortheyear		—	—	(25 .7)	(2.3)	193.7	165.7	0.2	165.9
Contributions by and distributions
to owners of the Company:
Dividends paid	10	—	—	—	—	(119. 0)	(119. 0)	(0. 3)	(119. 3)
Equity settled share plans net of tax		—	—	—	—	(3.9)	(3.9)	—	(3.9)
Purchase of shares from NCI		—	—	—	—	(0.5)	(0 .5)	(0. 3)	(0.8)
Issue of share capital	20	—	1 .9	—	—	—	1.9	—	1.9
Employee Benefit Trust shares	20	—	—	—	7. 7	—	7. 7	—	7. 7
Balanceat31December2024		1 9.8	92.0	(86. 1)	(7 .5)	1, 190. 6	1,208 .8	0. 4	1,209.2

SpiraxGroupplc Annual Report 2025170

Financial Statements —GroupFinancialStatementscontinued

Consolidated Statement of Cash Flows

for the year ended 31 December 2025

		2025	2024
	Notes	£m	£m
Cashflowsfromoperatingactivities
Profit before taxation		226. 5	258.9
Depreciation, amortisation and impairment	2, 3	102.2	103.7
Profit on disposal of property, plant and equipment	6	(1. 1)	(3.8)
Share of loss of Associate	11	0.6	2 .0
Contributions to pension schemes	22	(7 . 1)	(6.4)
Profit on disposal of Associate		—	(3.2)
Acquisition-related items		—	(7 . 3)
Restructuring-related provisions and current asset impairments		1 4 . 9	(2.4)
Equity settled share plans	22	6. 4	3 .1
Net financing expense	5	38.3	43.7
Operatingcashflowbeforechangesinworkingcapitalandprovisions		380. 7	388.3
(Increase)/decrease in trade and other receivables		(26. 0)	(34. 5)
(Increase)/decrease in inventories		(6. 1)	21.9
Increase/(decrease) in provisions		0 .1	(2.5)
Increase/(decrease) in trade and other payables		13.4	1 6 .1
Cashgeneratedfromoperations		362. 1	389. 3
Income taxes paid		(65. 9)	(76.5)
Netcashfromoperatingactivities		296.2	312. 8
Cashflowsfrominvestingactivities
Purchase of property, plant and equipment	12	(47 . 8)	(74 .3)
Proceeds from sale of non-current assets		3.3	9.2
Purchase of software and other intangibles	14	(16. 0)	(14. 6)
Development expenditure capitalised	14	(4 .2)	(3.9)
Disposal of Associate		—	5.6
Acquisition of businesses net of cash acquired		(10. 6)	(4 .5)
Acquisition of businesses reimbursed consideration		—	4. 2
Interest received	5	8.7	13.0
Netcashusedininvestingactivities		(66. 6)	(65 .3)
Cashflowsfromfinancingactivities
Proceeds from issue of share capital	20	0. 3	1 .9
Repaid borrowings	23	(37 .5)	(103.0)
New borrowings	23	—	7 6.8
Interest paid and interest on lease liabilities	5	(45 .3)	(54 .8)
Repayment of lease liabilities	23	(18. 0)	(16 .6)
Dividends paid (including minorities)		(122.8)	(119 .3)
Netcashusedinfinancingactivities		(223.3)	(215 .0)
Netchangeincashandcashequivalents	23	6.3	32.5
Net cash and cash equivalents at beginning of the year	23	233.9	212. 8
Exchange movement	23	(0 .5)	(11.4)
Netcashandcashequivalentsatendoftheyear	23	239 .7	233.9
Borrowings	23	(804.4)	(830 . 1)
Netdebtatendoftheyear	23	(564. 7)	(596 .2)
Leaseliabilities	23	(90 .2)	(95. 1)
Netdebtincludingleaseliabilitiesatendoftheyear	23	(654. 9)	(691.3)

SpiraxGroupplc Annual Report 2025 171

Financial Statements

1 Accounting policies

Basis of preparation

The Consolidated Financial Statements have been prepared on a historical cost basis except for items that are required by

International Financial Reporting Standards (IFRS) to be measured at fair value, principally certain financial instruments. The

Consolidated Financial Statements have been prepared in accordance with IFRS which includes the standards and interpretations

issued by the International Accounting Standards Board (IASB) that have been adopted by the United Kingdom (UK).

The preparation of Consolidated Financial Statements in conformity with IFRS requires the Directors to apply IAS 1 and make

judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not apparent from other

sources. The estimates and associated assumptions are based on historical experiences and other factors that are

considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the

revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the Group’s accounting policies

The Directors have concluded that no critical judgements, apart from those involving estimations (which are dealt with

separately below) have been made in the process of applying the Group’s accounting policies.

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty in the reporting period that may

have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next

financial year, are outlined below.

(i) Post-retirement benefits

The Group’s defined benefit obligation is assessed by selecting key assumptions. The selection of mortality rates,

discount rates and inflation are key sources of estimation uncertainty which could lead to material adjustment in

the defined benefit obligation within the next financial year. These assumptions are set with close reference to

market conditions.

The Group’s defined benefit obligation is discounted at a rate set by reference to market yields at the end of the

reporting period on high-quality corporate bonds. The most significant criteria considered for the selection of bonds

include the issue size of the corporate bonds, the quality of the bonds and the identification of outliers which are excluded.

The assumptions selected and associated sensitivity analysis are disclosed in Note 22.

Climate change

Climate change is an emerging global risk. The Group contributes to limiting global warming by improving energy efficiency,

reducing emissions and supporting customers to do the same. Growing climate awareness and customer sustainability

targets also present opportunities for business growth through our efficiency-enhancing products and solutions.

In preparing the Consolidated Financial Statements, the Directors have considered the impact of climate change, particularly

in the context of risk identified in the TCFD disclosures on pages 92 to 100. There has been no material impact identified on

the financial reporting judgements and estimates. In particular, the Directors have considered the impact of climate change

in respect of the following areas:

•

Assessment of impairment of goodwill, other intangibles and tangible assets

•

Going Concern and Viability Statements

•

Impact on useful economic lives of assets

•

Preparation of budgets and cash flow forecasts

The assessment performed did not identify any material climate-related risks that would give rise to adjustments to the

carrying amounts of assets or liabilities, nor to additional disclosures

. The Directors recognise that climate-related risks

continue to develop and will reassess these risks regularly, taking into account their possible implications for the key

judgements, estimates and assumptions underpinning the preparation of the

Consolidated

Financial Statements.

The Group has considerable financial resources together with a diverse range of products and customers across wide

geographic areas and industries. As a consequence, the Directors believe that the Group is well placed to manage its

business risks successfully.

Further information on the Group’s business activities, performance and position, together with the financial position of the

Group, its capital structure and cash flow are included in the Strategic Report from the inside front cover to page 100. In

addition, Note 25 to the Consolidated Financial Statements discloses details of the Group’s financial risk management and

credit facilities.

The Consolidated Financial Statements are presented in pounds sterling, which is the Group’s functional currency, rounded

to the nearest one hundred thousand.

SpiraxGroupplc Annual Report 2025172

Financial Statements —NotestotheConsolidatedFinancialStatements

1 Accounting policies continued

Basis of preparation continued

New standards and interpretations applied in the current year

During the current year, the Group has applied the following amendments to IFRS Standards and Interpretations issued by the

International Accounting Standards Board (IASB) effective for annual periods that begin on or after 1 January 2025. Adoption

has not had a material impact on the disclosures or on the amounts reported in these Consolidated Financial Statements:

•

Amendments to IAS 21: The effects of Changes in Foreign Exchange Rates – Lack of Exchangeability

New standards and interpretations not yet applied

At the date of authorisation of these Consolidated Financial Statements, the Group has not applied the following new and

revised IFRS Standards that have been issued but are not yet effective. The Directors do not expect that the adoption of the

Standards listed below will have a material impact on the Consolidated Financial Statements of the Group in future periods.

•

Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments (1 January 2026)

•

Amendments to IFRS 9 and IFRS 7: Contracts referencing Nature-dependent Electricity (1 January 2026)

•

IFRS 19: Subsidiaries without Public Accounting Accountability – Disclosures (1 January 2027)

•

IFRS 18: Presentation and Disclosures in Financial Statements (1 January 2027)

The Group has performed an initial assessment of IFRS 18, which is effective for annual reporting periods beginning on or

after 1 January 2027. Based on the review to date, the standard is not expected to have a material impact on the

Consolidated Financial Statements. The Group will continue to monitor developments and assess the implications as part

of its ongoing reporting processes.

At 31 December 2025 the Group has performed a review of the impact of the application of IAS 29 and concluded that the

adoption of IAS 29 is not required as its impact on the Consolidated Financial Statements is not material. The Group will

continue to monitor and assess this position going forward.

Basis of accounting

(i) Subsidiaries

The Consolidated Financial Statements include the results of the Company and all its subsidiary undertakings.

Subsidiaries are entities controlled by the Group. Control is achieved when the Group has power over an entity, is

exposed, or has rights, to variable returns from its involvement with the entity and has the ability to use its power to

affect those returns. In assessing control, potential voting rights that presently are exercisable or convertible are taken

into account. The financial results of subsidiaries are included in the Consolidated Financial Statements from the date

that control commences until the date that control ceases.

(ii) Associates

Associates are those entities for which the Group has significant influence, but not control, over the financial and

operating policies. The Consolidated Financial Statements include the Group’s share of the total recognised income and

expense of Associates on an equity accounted basis, from the date that significant influence commenced until the date

that significant influence ceases.

(iii) Transactions eliminated on consolidation

Intra-Group balances and any unrealised gains and losses or income and expenses arising from intra-Group

transactions, are eliminated in preparing the Consolidated Financial Statements. Unrealised gains arising from

transactions with Associates are eliminated to the extent of the Group’s interest in the entity.

Foreign currency

(i) On consolidation

The assets and liabilities of foreign operations are translated into sterling at exchange rates ruling at the date of the

Consolidated Statement of Financial Position (closing rate). The revenues, expenses and cash flows of foreign

operations are translated into sterling at average rates of exchange ruling during the year. Where the Notes to the

Consolidated Financial Statements include tables reconciling movements between opening and closing balances,

opening and closing assets and liabilities are translated at closing rates and revenue, expenses and all other movements

are translated at average rates, with the exchange differences arising being disclosed separately.

Exchange differences arising from the translation of the assets and liabilities of foreign operations are taken to a

separate translation reserve within equity. They are recycled and recognised in the Consolidated Income Statement

upon disposal of the operation. Any differences that have arisen before 1 January 2004, the date of transition to IFRS,

are not presented as a separate component of equity.

(ii) Foreign currency transactions

Transactions in foreign currencies are translated to the respective currencies of the Group entities at the foreign

exchange rate at the date of the transaction. Monetary assets and liabilities at the date of the Consolidated Statement of

Financial Position denominated in a currency other than the functional currency of the entity are translated at the foreign

exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Consolidated

Income Statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign

currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities

denominated in foreign currencies that are stated at fair value are translated at foreign exchange rates ruling at the dates

fair value was determined.

SpiraxGroupplc Annual Report 2025 173

Financial Statements

1 Accounting policies continued

Cash flow hedges

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a highly probable

forecasted transaction, the effective part of any gain or loss on the derivative financial instrument is recognised in

Consolidated Statement of Comprehensive Income and presented in the cash flow hedges reserve. The associated gain or

loss is removed from equity and recognised in the Consolidated Income Statement in the period in which the transaction to

which it relates occurs.

Net investment hedge accounting

The Group uses foreign currency denominated borrowings as a hedge against translation exposure on the Group’s net

investment in overseas companies. Where the hedge is fully effective, the variability in the net assets of such companies

caused by changes in exchange rates and the changes in value of the borrowings are recognised in the Consolidated

Statement of Comprehensive Income and accumulated in the net investment hedge reserve. The ineffective part is

recognised in the Consolidated Income Statement.

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at the fair value of consideration received, less directly attributable

transaction costs. Subsequent to initial recognition, interest-bearing borrowings are measured at amortised cost with any

difference between cost and redemption value being recognised in the Consolidated Income Statement over the period of

the borrowings on an effective interest basis.

Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial

liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense

recognised on an effective interest basis. The effective interest method is a method of calculating the amortised cost of the

financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly

discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter

period, to the net carrying amount on initial recognition.

Property, plant and equipment

Items of property, plant and equipment are stated at cost or deemed cost, less accumulated depreciation. Depreciation is

charged to the Consolidated Income Statement on a straight-line basis at rates which write down the value of assets to their

residual values over their estimated useful lives. Land is not depreciated.

The estimated useful lives are as follows:

Freehold buildings 25 – 67 years

Leasehold buildings Over life of lease

Plant and machinery 5 – 25 years

Fixtures, fittings, tools and equipment 3 – 10 years

The estimated useful lives are reassessed annually.

Assets under construction

Assets under construction are carried at cost and are not depreciated until they are available for use. Once the asset is ready

for its intended use, it is transferred to the appropriate category of property, plant and equipment and depreciated in

accordance with the Group’s estimated useful lives.

Business combinations

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method of accounting. Identified assets

acquired and liabilities assumed are measured at their respective acquisition date fair values. The excess of the fair value of

the consideration given over the fair value of the identifiable net assets acquired is recorded as goodwill. Acquisition-related

costs are expensed as incurred. The operating results of the acquired business are reflected in the Consolidated Financial

Statements from the date of acquisition.

The cost of the acquisition is measured as the cash paid and also includes the fair value of any asset or liability resulting

from a contingent consideration arrangement at the acquisition date.

SpiraxGroupplc Annual Report 2025174

Financial Statements — Notes to the Consolidated Financial Statements continued

1 Accounting policies continued

Intangible assets

(i) Goodwill

Goodwill is the excess of the cost of an acquisition over the fair value of the identifiable net assets acquired. It is carried

at cost less accumulated impairment losses, allocated to cash-generating units, and tested annually for impairment.

Impairment testing compares the carrying amount with the recoverable amount, being the higher of fair value less costs

to sell and value in use, based on discounted future cash flows for the relevant cash-generating unit (see Note 14).

(ii) Research and development

Expenditure on research and development is charged to the Consolidated Income Statement in the period in which it is

incurred except when the development expenditure meets certain distinct criteria for capitalisation. These criteria include

demonstration of the technical feasibility, intent of completing a new intangible asset that is separable, the ability to

measure reliably the expenditure attributable to the intangible asset during its development phase and that the asset

will generate probable future economic benefits. The expenditure capitalised includes staff costs and related expenses.

Capitalised development expenditure is stated at cost less accumulated amortisation and any impairment losses.

(iii) Other intangible assets

Intangible assets other than goodwill that are acquired by the Group are stated at cost less accumulated amortisation

and any impairment losses.

Where computer software is cloud based and the Group does not have control of the software, the configuration and

customisation costs are expensed over either:

•

The period the services are received, where costs are distinct from the underlying software

•

The period of the cloud based software arrangement, where costs are not distinct from the underlying software

(iv) Amortisation

Amortisation is charged to the Consolidated Income Statement on a straight-line basis over the estimated useful lives of

intangible assets, other than goodwill, from the date they are available for use. The estimated useful lives are as follows:

Development costs 5 - 10 years

Computer software 3 - 10 years

Customer relationships 3 - 16 years

Brand names and trademarks 3 - 20 years

Manufacturing designs and core technology 2 - 16 years

Non-compete undertakings and other 1 - 5 years

The Group has reviewed the useful lives and has determined a change for development costs from 5 years to 5 – 10

years, to reflect the extended usage of capitalised Development costs around the Group. The impact on current and future

periods is not material.

Inventories

Inventories are measured at the lower of cost and net realisable value. Inventory cost is calculated on both first in, first out

and weighted average methodologies depending on which is deemed most appropriate. The cost of inventories includes

expenditure incurred in acquiring the inventories, production or conversion costs and other costs in bringing them to their

existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate

share of production overheads based on normal operating capacity.

Trade receivables and other receivables

Trade receivables are carried at original invoice amount (which is considered a reasonable proxy for fair value) and are

subsequently held at amortised cost less a loss allowance. Other receivables are initially measured at fair value. The loss

allowance of trade receivables is based on lifetime expected credit losses. Lifetime expected credit losses are calculated

by assessing historic credit loss experience, adjusted for factors specific to the receivable and operating company.

The movement in the provision is recognised in the Consolidated Income Statement.

Trade and other payables

Trade and other payables are recognised at fair value and subsequently held at amortised cost.

Provisions and contingent liabilities

A provision is recognised in the Consolidated Statement of Financial Position when the Group has a present legal or

constructive obligation as a result of a past event and it is probable that an outflow of resources, which can be reliably

measured, will be required to settle the obligation. If the obligation is expected to be settled within 12 months of the

reporting date, the provision is included within current liabilities and if expected to be settled after 12 months, it is included

in non-current liabilities.

In respect of product warranties, a provision is recognised when the underlying products or services are sold. Obligations

arising from restructuring plans are recognised when detailed formal plans have been established and there is a valid

expectation that such a plan will be carried out. Provisions are recognised at an amount equal to the best estimate of the

expenditure required to settle the Group’s liability. If the likelihood of having to settle the obligation is less than probable

but more than remote, or the amount of the obligation cannot be measured reliably, then a contingent liability is disclosed.

SpiraxGroupplc Annual Report 2025 175

Financial Statements

1 Accounting policies continued

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less

and are held at amortised cost. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash

management are included as a component of cash and cash equivalents for the purpose of the Consolidated Statement

of Cash Flows.

Going concern

When managing liquidity, the Group’s principal objective is to safeguard the ability to continue as a Going Concern for

at least 12 months from the date of signing the 2025 Annual Report. The Group retains sufficient resources to remain in

compliance with all the required terms and conditions within its borrowing facilities, with material headroom. No material

uncertainties have been identified. The Group continues to conduct ongoing risk assessments with its business operations

and on its liquidity. Consideration has also been given to the factors that might cause the Group to require additional liquidity

and to form a view as to the probability of these occurring.

The Group’s financial position remains robust, with the next maturities of our committed debt facilities being €120m US

Private Placement Notes which mature in May 2026 and €90m Bank Term Loan which matures in August 2026. The Group’s

debt facilities contain a leverage covenant of up to 3.5x. Certain debt facilities also contain an interest cover covenant of a

minimum of 3.0x. The Group regularly monitors its financial position to ensure that it remains within the terms of covenants.

At 31 December 2025 leverage (net debt excluding lease liabilities divided by adjusted earnings before interest, tax,

depreciation and amortisation) was 1.5x (2024: 1.6x) and interest cover (adjusted earnings before interest, tax, depreciation

and amortisation divided by net bank interest) was 12x (2024: 10x).

‘Reverse stress testing’ was performed to assess the level of business underperformance that would be required for

a breach of the covenants to occur. The ‘reverse stress test’ cash flow modelling does not consider any mitigating actions

that the Group would implement in the event of a severe and extended revenue and profitability decline. Such actions

would serve to further increase covenant headroom.

Having assessed the relevant business risks (as outlined on pages 87 to 91); the potential impact of any climate change

related risks (as outlined within the Task Force on Climate-related Financial Disclosures on pages 92 to 100); and the

liquidity and covenant headroom available under several alternative scenarios (as set out in the Viability Assessment on

pages 41 to 43), the Directors consider it appropriate to continue to adopt the Going Concern basis in preparing the

Consolidated Financial Statements.

Alternative performance measures

The Group reports under International Financial Reporting Standards (IFRS) and also uses alternative performance measures

where the Board believes that they help to effectively monitor the performance of the Group and that users of the

Consolidated Financial Statements might find them informative. Certain alternative performance measures also form a

meaningful element of Executive Directors’ variable remuneration. A definition of the alternative performance measures

included in the Annual Report and a reconciliation to the closest IFRS equivalent are disclosed in the Appendix. The term

‘adjusted’ is not defined under IFRS and may therefore not be comparable with similarly titled measures reported by other

companies. Adjusted performance measures are not considered to be a substitute for, or superior to, IFRS measures.

Employee benefits

(i) Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in the Consolidated

Income Statement as incurred.

(ii) Defined benefit plans

The costs of providing pensions under defined benefit schemes are calculated in accordance with the advice of

qualified actuaries and spread over the period during which benefit is expected to be derived from the employees’

services. The Group’s net obligation or surplus in respect of defined benefit pensions is calculated separately for each

plan by estimating the amount of future benefit that employees have earned in return for their service in the current and

prior periods. Past service costs are recognised straight away.

That benefit is discounted at rates reflecting the yields on AA credit rated corporate bonds that have maturity dates

approximating the terms of the Group’s obligations to determine its present value. Pension scheme assets are measured

at fair value at the Consolidated Statement of Financial Position date. Actuarial gains and losses, differences between

the expected and actual returns and the effect of changes in actuarial assumptions are recognised in the Consolidated

Statement of Comprehensive Income in the year they arise. Any scheme surplus (to the extent it is considered recoverable

under the provisions of IFRIC 14) or deficit is recognised in full in the Consolidated Statement of Financial Position.

The costs of other post-employment liabilities are calculated in a similar way to defined benefit pension schemes and

are spread over the relevant period, in accordance with the advice of qualified actuaries.

(iii) Employee share plans

Incentives in the form of shares are provided to employees under share award schemes. The fair value of these awards

at their date of grant is charged to the Consolidated Income Statement over the relevant vesting periods with a

corresponding increase in equity. The value of the charge is adjusted to reflect share awards vesting.

(iv) Long-term share incentive plans

The fair value of awards is measured at the date of grant and the cost spread over the vesting period. The amount recognised

as an expense is not adjusted to reflect market-based performance conditions, but is adjusted for non-market-based

performance conditions. Awards can vest in the form of shares, a nil-cost option or, exceptionally, cash.

SpiraxGroupplc Annual Report 2025176

Financial Statements — Notes to the Consolidated Financial Statements continued

1 Accounting policies continued

Revenue

The Group applies the following five-step framework when recognising revenue:

Step 1: Identify the contracts with customers.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.

The criteria the Group uses to identify the performance obligations within a contract are:

•

The customer must be able to benefit from the goods or services either on its own or in combination with other resources

available to the customer

•

The entity’s promise to transfer the good or service to the customer is separable from other promises in the contract

The transaction price is the value that the Group expects to be entitled to from the customer and includes discounts,

rebates, credits, price concessions, incentives, performance bonuses, penalties and liquidated damages, but is not reduced

for bad debts. It is net of any value-added tax (VAT) and other sales-related taxes. Variable consideration that is dependent

on certain events is estimated and then constrained to the extent that it is highly probable.

Revenue is recognised over time as the product is being manufactured or a service is being provided if any of the following

criteria are met:

•

The Group is creating a bespoke item which does not have an alternative use to the Group (i.e. we would incur a

significant loss to rework and/or sell to another customer) and the entity has a right to payment for work completed to date

including a reasonable profit

•

The customer controls the asset that is being created or enhanced during the manufacturing process, i.e. the customer

has the right to significantly modify and dictate how the product is built during construction

•

As customers receive services provided by the Group, they simultaneously consume the benefit of such services

The value of revenue to be recognised over time for goods being manufactured is calculated using a cost-based input

approach. This is considered a faithful depiction of the transfer of the goods as the costs incurred, total costs expected to

be incurred and order value are known. Each month progress on manufacturing contracts is reviewed and a contract asset

or liability recognised for any work performed to date. Any amount previously recognised as a contract asset is reclassified

to trade receivables at the point at which it is invoiced to the customer. If an interim payment exceeds the revenue

recognised to date under the cost-based input method then the Group recognises a contract liability for the difference.

The value of revenue to be recognised over time for services being provided is calculated based on the stage of completion.

This is assessed by reference to the contractual performance obligations with each separate customer and the costs

incurred on the contract to date in comparison to the total forecast costs of the contract. Payment for such services is not

due from the customer until they are complete and therefore a contract asset is recognised over the period in which the

services are performed representing the entity’s right to consideration for the services performed to date.

If the criteria to recognise revenue over time are not met then revenue is recognised at a point in time when the customer

obtains control of the asset and the performance obligation is satisfied. The customer obtains control of the asset when the

customer can direct the use of the asset and obtain the benefits from the asset.

Factors the Group considers when determining the point in time when control of the asset has passed to the customer and

revenue recognised include:

•

The Group has a right to payment

•

Legal title is transferred to the customer

•

Physical possession of the asset has been transferred to the customer

•

The customer has the significant risks and rewards of ownership

•

The customer has accepted the asset

Control normally passes and revenue is recognised when the goods are either dispatched or delivered to the customer (in

accordance with the terms and conditions of the sale) or the installation and testing are completed. Until this point, no

revenue is recognised on point in time sales. Due to this, a contract liability may be recognised at the time of the initial sales

transaction if a payment in advance, or deposit is received.

A large proportion of the Group’s revenue qualifies for recognition on dispatch or delivery of the goods to the customer as

this is when the performance obligation is satisfied. This is normally the trigger point for raising an invoice per the terms and

conditions of the order. Therefore invoicing for a large proportion of the Group’s revenue occurs at the same time as the

performance obligation is satisfied. Contract assets at 31 December 2025 were £38.4m (2.3% of total revenue) (2024:

£23.2m (1.4% of total revenue)).

All revenue recognised by the Group is generated through contracts with customers.

When the unavoidable costs of fulfilling the contract exceed the revenue to be recognised the contract is loss making and

the expected loss is recognised in the Consolidated Income Statement immediately.

SpiraxGroupplc Annual Report 2025 177

Financial Statements

1 Accounting policies continued

Revenue continued

Warranties that give assurance that a product meets agreed-upon specifications are accounted for as a cost provision and

do not impact the timing and value of revenue. The Group does not have any material warranties that promise more than just

providing assurance that a product meets agreed-upon specifications.

Costs of obtaining a contract, which are only incurred because the contract was obtained, are capitalised and expensed at a

later date. At 31 December 2025 no costs of obtaining a contract were capitalised. All other assets recognised to fulfil a

contract are within the scope of other accounting standards and policies.

Leases

The Group assesses whether a contract is or contains a lease at inception of the contract. The Group recognises a right-of-use

asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term

leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets (assets with a value of less

than £5,000). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis

over the term of the lease unless another systematic basis is more representative of the time pattern in which economic

benefits from the leased assets are consumed.

For new leases entered into, the lease liability is initially measured at the present value of the lease payments that are not

paid at the commencement date, discounted by using the incremental borrowing rate for the related geographical location

unless the rate implicit in the lease is readily determinable. The incremental borrowing rate is calculated at the rate of

interest at which the company would have been able to borrow for a similar term and with a similar security the funds

necessary to obtain a similar asset in a similar market.

Lease payments included in the measurement of the lease liability comprise:

•

Fixed lease payments (including in substance fixed payments), less any lease incentives receivable

•

Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date

•

The amount expected to be payable by the Group under residual value guarantees

•

The exercise price of purchase options, if the Group is reasonably certain to exercise the options

•

Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability and by

reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

•

The lease term has changed or there is a significant event or change in circumstances resulting in a change in the

assessment of exercise of a purchase option

•

The lease payments change due to changes in an index or rate or a change in expected payment under a residual guarantee value

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or

before the commencement date and any initial direct costs. They are subsequently measured at cost less accumulated

depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease

transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise

a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset.

Variable lease payments that do not depend on an index or rate are not included in the measurement of the lease liability

and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition

that triggers those payments occurs.

Judgement is required when determining whether to include or exclude optional extension periods within the lease term and

estimation is required when calculating the incremental borrowing rate used to discount the future lease cash flows. These

are not considered critical judgements or a key source of estimation uncertainty.

Taxation

The tax charge includes both current and deferred taxation. Income tax expense is recognised in the Consolidated Income

Statement, except to the extent that it relates to items recognised directly in equity or in other comprehensive income. In

those cases, the tax is recognised within equity or other comprehensive income, respectively. Current tax is the expected

tax payable on the profit for the year and any adjustments in respect of previous years using tax rates enacted or

substantively enacted at the reporting date. Tax positions are reviewed to assess whether a provision should be made on

prevailing circumstances. Tax provisions are included within current taxation payable. Deferred tax is provided on temporary

differences arising between the tax base of assets and liabilities and their carrying amounts in the Consolidated Financial

Statements. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available

against which the asset can be utilised. Deferred tax is provided using rates of tax that have been enacted or substantively

enacted at the date of the Consolidated Statement of Financial Position or the date that the temporary differences are

expected to reverse. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no

longer probable that the related tax benefit will be realised.

Share capital and repurchased shares

When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable

costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares or placed in an

Employee Benefit Trust and are presented as a deduction from total equity.

SpiraxGroupplc Annual Report 2025178

Financial Statements — Notes to the Consolidated Financial Statements continued

2 Segmental reporting

As required by IFRS 8 Operating Segments, the segmental structure reflects the current internal reporting provided to the

Chief Operating Decision Maker (considered to be the Board) on a regular basis to assist in making decisions on resource

allocation to each segment and to assess performance.

The Group is organised into three segments with the following core product expertise:

•

Steam Thermal Solutions – Industrial and commercial steam systems

•

Electric Thermal Solutions – Electrical process heating and temperature management solutions

•

Watson-Marlow Fluid Technology Solutions – Peristaltic and niche pumps and associated fluid path technologies

No changes to the structure of operating segments have been made during the current year or prior year.

Analysis by operating segment

2025

		Total
		operating
	Revenue	profit	Operating
	£m	£m	margin
Steam Thermal Solutions	853.4	167.8	19.7%
Electric Thermal Solutions	441.3	40.4	9.2%
Watson-Marlow Fluid Technology Solutions	408.2	96.9	23.7%
Corporate	—	(39.7)
Total	1,702.9	265.4	15.6%
Net financing expense		(38.3)
Share of loss of Associate		(0.6)
Profit before taxation		226.5

2024

		Total
		operating
	Revenue	profit	Operating
	£m	£m	margin
Steam Thermal Solutions	867.9	198.9	22.9%
Electric Thermal Solutions	404.6	46.1	11.4%
Watson-Marlow Fluid Technology Solutions	392.7	90.3	23.0%
Corporate	—	(30.7)
Total	1,665.2	304.6	18.3%
Net financing expense		(43.7)
Share of loss of Associate		(2.0)
Profit before taxation		258.9

The following table details the split of revenue by geography for the combined Group:

	2025	2024
	£m	£m
Europe, Middle East and Africa	752.6	721.3
Asia Pacific	311.5	338.2
Americas	638.8	605.7
Total revenue	1,702.9	1,665.2

Revenue generated by Group companies based in the USA is £491.0m (2024: £455.5m), in China £147.6m (2024: £160.8m), in

Germany £155.5m (2024: £147.8m), in France £133.6m (2024: £130.7m), in the UK £117.1m (2024: £116.7m) and in the rest of

the world £658.1m (2024: £653.7m).

SpiraxGroupplc Annual Report 2025 179

Financial Statements

2 Segmental reporting continued

Net financing income and expense

	2025	2025	2025	2024	2024	2024
	Income	Expense	Net	Income	Expense	Net
	£m	£m	£m	£m	£m	£m
Steam Thermal Solutions	2.0	(3.1)	(1.1)	3.1	(3.5)	(0.4)
Electric Thermal Solutions	1.2	(0.6)	0.6	1.1	(1.4)	(0.3)
Watson-Marlow Fluid Technology Solutions	1.1	(1.6)	(0.5)	1.6	(1.6)	—
Corporate	4.4	(41.7)	(37.3)	7.2	(50.2)	(43.0)
Total net financing expense	8.7	(47.0)	(38.3)	13.0	(56.7)	(43.7)

Net assets

	2025	2025	2024	2024
	Assets	Liabilities	Assets	Liabilities
	£m	£m	£m	£m
Steam Thermal Solutions	711.8	(194.3)	693.9	(190.8)
Electric Thermal Solutions	1,095.2	(70.9)	1,139.9	(84.4)
Watson-Marlow Fluid Technology Solutions	398.7	(48.5)	403.9	(38.8)
Corporate	37.4	(11.4)	28.3	(9.4)
	2,243.1	(325.1)	2,266.0	(323.4)
Liabilities	(325.1)		(323.4)
Net deferred tax	(26.8)		(29.4)
Assets classified as held for sale	3.1		—
Net tax payable	(17.1)		(12.7)
Net debt including lease liabilities	(654.9)		(691.3)
Net assets	1,222.3		1,209.2

Non-current assets in the USA were £634.4m (2024: £684.1m), in France £362.2m (2024: £353.2m), in the UK £286.5m

(2024: £276.3m), in Germany £163.5m (2024: £151.2m) and in the rest of the world £166.9m (2024: £193.3m).

Capital additions, depreciation, amortisation and impairment

		2025		2024
	2025	Depreciation,	2024	Depreciation,
	Capital	amortisation	Capital	amortisation
	additions	andimpairment	additions	and impairment
	£m	£m	£m	£m
Steam Thermal Solutions	42.1	3 6 .7	3 7.7	33.0
Electric Thermal Solutions	19.9	39.6	48.4	37.7
Watson-Marlow Fluid Technology Solutions	13.9	2 4.4	18.9	31.0
Corporate	10.3	1.5	4.6	2.0
Group total	86.2	102.2	109.6	103.7

Capital additions include property, plant and equipment of £47.8m (2024: £74.3m), intangible assets of £23.3m (2024: £18.5m) and

right-of-use asset additions of £15.1m (2024: £16.8m). Capital additions are split between the USA £17.0m (2024: £49.5m),

UK £29.3m (2024: £22.9m) and rest of the world £39.9m (2024: £37.2m).

SpiraxGroupplc Annual Report 2025180

Financial Statements — Notes to the Consolidated Financial Statements continued

3 Operating costs

	2025	2024
	£m	£m
Cost of inventories recognised as an expense	394.6	396.5
Staff costs (Note 4)	669.3	640.5
Depreciation, amortisation and impairment	102.2	103.7
Other operating charges	271.4	219.9
Total operating costs	1,437.5	1,360.6

Total staff costs include a credit of £3.7m (2024: £2.7m) relating to amounts capitalised during the year. Excluding this

credit, total staff costs were £673.0m (2024: £643.2m).

4 Staff costs and numbers

The aggregate payroll costs of persons employed by the Group were as follows:

	2025	2024
	£m	£m
Wages and salaries	554.1	528.4
Social security costs	90.2	85.1
Pension costs	28.7	29.7
Total payroll costs	673.0	643.2

The average number of persons employed by the Group (including Directors) during the year was as follows:

	2025	2024
	£m	£m
Production and engineering	4,806	4,630
Sales and support services	3,023	3,125
Administrative	2,122	2,155
Group average	9, 951	9,910

5 Net financing income and expense

	2025	2024
	£m	£m
Financing expenses
Bank and other borrowing interest payable	(42.1)	(51.7)
Interest expense on lease liabilities	(3.2)	(3.1)
Net interest on pension scheme liabilities	(1.7)	(1.9)
	(47.0)	(56.7)
Financing income
Bank interest receivable	8.7	13.0
Net financing expense	(38.3)	(43.7)
Net bank interest	(33.4)	(38.7)
Interest expense on lease liabilities	(3.2)	(3.1)
Net interest on pension scheme liabilities	(1.7)	(1.9)
Net financing expense	(38.3)	(43.7)

SpiraxGroupplc Annual Report 2025 181

Financial Statements

6 Profit before taxation

Profit before taxation is shown after charging:

	2025	2024
	£m	£m
Depreciation of property, plant and equipment	(37.7)	(38.9)
Depreciation of right-of-use assets	(18.7)	(17.6)
Amortisation of acquired intangibles	(34.6)	(34.1)
Amortisation of other intangibles	(8.3)	(7.4)
Non-current asset impairment	(2.9)	(5.7)
Leases exempt from IFRS 16 (short-term, low-value or variable lease payments)	(3.1)	(2.9)
Exchange difference gains	4.1	1.1
Profit on disposal of non-current assets	1.1	3.8
Research and directly expensed development costs	(8.6)	(11.3)

	2025	2024
Auditor’s remuneration	£m	£m
Audit of these Consolidated Financial Statements	0.7	0.7
Amounts receivable by the Company’s Auditor and its Associates in respect of:
Audit of Financial Statements of subsidiaries of the Company	2.3	2.2
Total audit fees	3.0	2.9
Audit-related assurance services	0.2	0.4
Total non-audit fees	0.2	0.4
Total Auditor’s remuneration	3.2	3.3

7 Directors’ emoluments

Directors represent the key management personnel of the Group under the terms of IAS 24 Related Party Disclosures.

Total remuneration is shown below.

Further details of salaries and short-term benefits, post-retirement benefits, share plans and long-term share incentive plans

are shown in the Annual Report on Remuneration 2025 on pages 138 to 146. The share-based payments charge comprises

a charge in relation to the Performance Share Plan and the Employee Share Ownership Plan (as described in Note 22).

	2025	2024
	£m	£m
Salaries and short-term benefits	3.7	2.6
Pension costs	0.1	0.1
Share-based payments	0.2	0.1
Total Directors’ remuneration	4 .0	2.8

SpiraxGroupplc Annual Report 2025182

Financial Statements — Notes to the Consolidated Financial Statements continued

8 Taxation

	2025	2024
	£m	£m
Analysis of charge in the year
UK corporation tax:
Current tax on income for the year	7.4	7.7
Adjustments in respect of prior years	0.3	(0.3)
	7.7	7.4
Foreign tax:
Current tax on income for the year	63.2	68.1
Adjustments in respect of prior years	(1.3)	(0.7)
	61.9	67.4
Total current tax charge	69.6	74.8
UK deferred tax:
Origination and reversal of timing differences	(1.8)	(3.3)
Adjustment in respect of prior years	(1.3)	(0.3)
	(3.1)	(3.6)
Foreign deferred tax:
Origination and reversal of timing differences	(1.5)	(3.2)
Adjustment in respect of prior years	(2.1)	(0.5)
	(3.6)	(3.7)
Total deferred tax credit	(6.7)	(7.3)
Tax on profit on ordinary activities	62.9	67.5

Reconciliation of effective tax rate

	2025	2024
	£m	£m
Profit before taxation	226.5	258.9
Expected tax at blended rate of 26.3% (2024: 26.7%)	59.5	69.2
Increased withholding tax on overseas dividends	7.0	6.8
Non-deductible expenditure and incentives	1.9	(2.2)
Over provided in prior years	(4.4)	(1.8)
Other reconciling items	(1.1)	(4.5)
Total tax in Consolidated Income Statement	62.9	6 7.5
Effective tax rate	27.8%	26.1%

The expected tax at blended rate is the product of accounting profit arising in each country multiplied by the statutory tax

rates in each country.

The Group’s tax charge in future years will be affected by the proportion of profits arising and the effective tax rates in the

various countries in which the Group operates. The rate may also be affected by the impact of any acquisitions.

The Group is subject to a tax adjustment in Argentina that seeks to offset the impact of inflation upon taxable profits.

This adjustment gave a reduction in the Group’s effective tax rate in the year of 90bps being £2.0m on a statutory basis

(2024: 110bps being £2.8m), included within ‘Other reconciling items’ in the reconciliation above. Whilst the expected

impact of this adjustment is included in guidance for the effective tax rate, this is difficult to accurately forecast.

The Group benefited from non-recurring investment tax incentives in the USA of £2.3m in 2024 (included in ‘Non-deductible

expenditure’), with no such credits received in 2025.

The Group monitors income tax developments in the territories in which it operates.

The Group is subject to Pillar Two income taxes and is required to pay top-up tax on profits in the countries where it

operates which are taxed at an effective tax rate of less than 15%. This increased the Group’s effective tax rate in the year by

50bps being £1.1m on a statutory basis (2024: 50 bps being £1.3m). The benefit of the Argentinian inflation adjustment gives

rise to most of the Pillar Two income tax. The Group has applied the temporary exception issued by the IASB in May 2023

from the accounting requirements for deferred taxes in IAS 12. Accordingly, the Group neither recognises nor discloses

information about deferred tax assets and liabilities related to Pillar Two income taxes.

In March 2025, the Group received a refund from HM Revenue & Customs of £4.9m, the amount having previously

recognised as a receivable. The amount was originally paid in 2021 following the European Commission’s 2019 decision that

certain aspects of the UK’s Controlled Foreign Company regime constituted State Aid, a decision subsequently annulled by

the European Court of Justice in September 2024.

The Group’s tax charge has increased by 80bps being £1.9m on a statutory basis (2024: nil), for tax expected to be paid on

the future remittance of retained earnings of overseas subsidiaries. No further tax is expected to be paid on such remittances.

SpiraxGroupplc Annual Report 2025 183

Financial Statements

9 Earnings per share

	2025	2024
Profit attributable to equity shareholders (£m)	163.4	191.2
Weighted average shares (million)	73.7	73.7
Dilution (million)	0.2	0.2
Diluted weighted average shares (million)	73.9	73.9
Basic earnings per share	221.7p	259.6p
Diluted earnings per share	221.2p	258.9p

Basic and diluted earnings per share calculated on an adjusted profit basis are included in the Appendix.

The dilution is in respect of the Performance Share Plan.

10 Dividends

	2025	2024
	£m	£m
Amounts paid in the year:
Final dividend for the year ended 31 December 2024 of 117.5p (2023: 114.0p) per share	86.6	84.0
Interim dividend for the year ended 31 December 2025 of 48.9p (2024: 47.5p) per share	35.9	35.0
Total dividends paid	122.5	119.0
Amounts arising in respect of the year:
Interim dividend for the year ended 31 December 2025 of 48.9p (2024: 47.5p) per share	35.9	35.0
Proposed final dividend for the year ended 31 December 2025 of 121. 1p (2024: 117 .5p) per share	89.3	86.6
Total dividends arising	125 .2	121.6

The proposed dividend is subject to approval in 2026 and is therefore not included as a liability in these Consolidated

Financial Statements. No scrip alternative to the cash dividend is being offered in respect of the proposed final dividend for

the year ended 31 December 2025.

11 Investment in Associate

Summarised financial information in respect of the Group’s immaterial Associate is set out below.

	Associate	Associate
	2025	2024
	£m	£m
Cost of investment	3.9	3.3
Share of equity	(0.6)	—
Total investment in Associate	3.3	3.3

Details of the Group’s Associate at 31 December 2025 and 31 December 2024 are as follows:

	Country of incorporation	Proportion of ownership interest
Name of Associate	and operation	and voting power held	Principal activity
Sustainable Process Heat GmbH	Germany	12.0%	Manufacturing and selling

The Group’s share of Sustainable Process Heat GmbH’s loss is £0.6m (2024: £nil).

In the prior year, the Group’s share of Kyoto Group AS loss was £2.0m. The investment was disposed of during 2024.

SpiraxGroupplc Annual Report 2025184

Financial Statements — Notes to the Consolidated Financial Statements continued

12 Property, plant and equipment

2025

				Fixtures,
	Freehold	Leasehold		fittings,
	land and	land and	Plant and	tools and	Assets under
	buildings	buildings	machinery	equipment	construction	Total
	£m	£m	£m	£m	£m	£m
Cost:
At 1 January 2025	206.5	53.3	272.3	125.1	58.9	716.1
Exchange adjustments	(2.8)	(2.3)	(0.9)	(0.6)	(2.6)	(9.2)
	203.7	51.0	271.4	124.5	56.3	706.9
Additions	11.0	0.6	10.6	8.8	16.8	47.8
Transfers	38.0	4.1	2.5	(7.9)	(36.2)	0.5
Disposals	(4.1)	(0.5)	(19.3)	(4.7)	(5.4)	(34.0)
At 31 December 2025	248.6	55.2	265.2	120.7	31.5	721.2
Depreciation:
At 1 January 2025	44.5	14.2	151.8	6 7.5	5.0	283.0
Exchange adjustments	(0.3)	(0.5)	(0.3)	(0.1)	—	(1.2)
	44.2	13.7	151.5	67.4	5.0	281.8
Charged in year	5.8	2.0	18.8	11.1	—	37.7
Impairment	0.4	—	1.0	1.0	—	2.4
Transfers	4.0	1.8	(2.6)	(1.0)	—	2.2
Disposals	(0.8)	(0.3)	(18.3)	(4.3)	(5.0)	(28.7)
At 31 December 2025	53.6	17.2	150.4	74.2	—	295.4
Net book value:
At 31 December 2025	195.0	38.0	114.8	46.5	31.5	425.8

2024

				Fixtures,
	Freehold	Leasehold		fittings,
	land and	land and	Plant and	tools and	Assets under
	buildings	buildings	machinery	equipment	construction	Total
	£m	£m	£m	£m	£m	£m
Cost:
At 1 January 2024	197.6	50.2	253.9	125.3	50.8	67 7.8
Exchange adjustments	(4.9)	(0.5)	(6.5)	(3.2)	0.5	(14.6)
	192.7	49.7	247.4	122.1	51.3	663.2
Additions	13.7	2.4	27.4	14.2	16.6	74.3
Transfers	4.5	1.5	5.2	0.5	(8.7)	3.0
Disposals	(4.4)	(0.3)	(7.7)	(11.7)	(0.3)	(24.4)
At 31 December 2024	206.5	53.3	272.3	125.1	58.9	716.1
Depreciation:
At 1 January 2024	39.8	12.8	140.7	69.4	—	262.7
Exchange adjustments	(1.4)	(0.3)	(3.4)	(2.0)	—	(7.1)
	38.4	12.5	137.3	67.4	—	255.6
Charged in year	6.6	2.0	18.6	11.7	—	38.9
Impairment	—	—	0.7	—	5.0	5.7
Transfers	0.8	0.1	2.3	(0.3)	—	2.9
Disposals	(1.3)	(0.4)	(7.1)	(11.3)	—	(20.1)
At 31 December 2024	44.5	14.2	151.8	6 7.5	5.0	283.0
Net book value:
At 31 December 2024	162.0	39.1	120.5	5 7.6	53.9	433.1

All impaired assets have been impaired to a recoverable amount of £nil. In 2025, the Group identified indicators of

impairment regarding specific assets as a result of the Group restructuring programme. A total of £2.9m was recognised

within Group operating profit in relation to this; £2.4m within property, plant and equipment and £0.5m within leased assets.

In 2024 a £5.7m impairment was recognised within Watson-Marlow Fluid Technology Solutions within Group operating

profit; £5.0m within assets under construction and £0.7m within plant and machinery.

Included in transfers is £26.1m in relation to ETS’ Ogden manufacturing facility expansion. The remaining transfers relate

to reclassifications between asset categories.

No borrowing costs were capitalised during either year.

SpiraxGroupplc Annual Report 2025 185

Financial Statements

13 Leases

Right-of-use assets

2025

			Leased fixtures,
	Leased land	Leased plant	fittings, tools	Total right-of-
	and buildings	and machinery	and equipment	use assets
	£m	£m	£m	£m
Cost:
At 1 January 2025	123.3	27.5	1.8	152.6
Exchange adjustments	(1.8)	0.8	0.1	(0.9)
	121.5	28.3	1.9	151.7
Additions	6.8	8.1	0.2	15.1
Disposals	(3.3)	(5.3)	—	(8.6)
At 31 December 2025	125.0	31.1	2.1	158.2
Depreciation:
At 1 January 2025	40.4	15.4	1.2	5 7.0
Exchange adjustments	(0.2)	0.5	0.1	0.4
	40.2	15.9	1.3	57.4
Charged in the year	12.7	5.8	0.2	18.7
Impairment	0.5	—	—	0.5
Transfers	0.1	(0.1)	—	—
Disposals	(3.2)	(5.0)	—	(8.2)
At 31 December 2025	50.3	16.6	1.5	68.4
Net book value:
At 31 December 2025	74.7	14.5	0.6	89.8

The majority of the right-of-use asset value relates to leased property where the Group leases office and warehouse sites

in a number of geographical locations. The remaining leases are largely made up of leased motor vehicles, where the Group

provides cars for sales and service engineers at a number of operating company locations. The average lease term is

4.2 years (2024: 4.3 years).

SpiraxGroupplc Annual Report 2025186

Financial Statements — Notes to the Consolidated Financial Statements continued

13 Leases continued

Right-of-use assets continued

2024

			Leased fixtures,
	Leased land	Leased plant	fittings, tools	Total right-of-
	and buildings	and machinery	and equipment	use assets
	£m	£m	£m	£m
Cost:
At 1 January 2024	120.1	24.4	2.6	147.1
Exchange adjustments	(2.2)	(1.2)	(0.1)	(3.5)
	117.9	23.2	2.5	143.6
Additions	9.3	7.3	0.2	16.8
Disposals	(3.9)	(3.0)	(0.9)	(7.8)
At 31 December 2024	123.3	2 7.5	1.8	152.6
Depreciation:
At 1 January 2024	32.9	14.1	1.7	48.7
Exchange adjustments	(1.2)	(0.7)	0.1	(1.8)
	31.7	13.4	1.8	46.9
Charged in the year	12.7	4.6	0.3	17.6
Disposals	(4.0)	(2.6)	(0.9)	(7.5)
At 31 December 2024	40.4	15.4	1.2	5 7.0
Net book value:
At 31 December 2024	82.9	12.1	0.6	95.6

The maturity analysis of lease liabilities is presented in Note 25.

Amounts recognised in Consolidated Income Statement

	2025	2024
	£m	£m
Depreciation expense on right-of-use assets	18.7	17.6
Interest expense on lease liabilities	3.2	3.1
Expense relating to short-term leases	2.5	2.1
Expense relating to leases of low-value assets	0.4	0.6
Expense relating to variable lease payments not included in the measurement of the lease liability	0.2	0.2
Total impact on profit before taxation	25.0	23.6

The total cash outflow for leases during 2025 was £24.3m (2024: £22.6m).

The following cash outflows (undiscounted) are those that the Group is potentially exposed to in future periods but are

currently not reflected in the measurement of lease liabilities:

•

£0.4m relating to variable lease payments not based on an index or rate (2024: £0.3m)

•

£29.9m relating to optional extension periods that are not reasonably certain to be exercised as at 31 December 2025

(2024: £28.9m). The 2024 comparative figure reflects an updated assessment consistent with the current year

•

£1.5m relating to leases that the Group is committed to, but have not commenced as at 31 December 2025 (2024: £1.4m)

SpiraxGroupplc Annual Report 2025 187

Financial Statements

14 Goodwill and other intangible assets

2025

	Acquired	Development	Computer	Total other
	intangibles	costs	software	intangibles	Goodwill
	£m	£m	£m	£m	£m
Cost:
At 1 January 2025	582.8	34.7	106.9	724.4	67 7.3
Exchange and other adjustments	(7.3)	0.2	(1.2)	(8.3)	(6.6)
	575.5	34.9	105.7	716.1	670. 7
Additions	3.1	4.2	16.0	23.3	—
Transfers from property, plant and equipment	—	—	1.7	1.7	—
Disposals	(2.0)	—	(2.1)	(4.1)	—
At 31 December 2025	576.6	39.1	121.3	73 7.0	670.7
Amortisation:
At 1 January 2025	214.4	16.5	73.1	304.0	7.6
Exchange adjustments	(1.6)	0.1	(0.4)	(1.9)	(0.2)
	212.8	16.6	72.7	302.1	7.4
Charged in the year	3 4.6	2.0	6.3	42.9	—
Transfers from property, plant and equipment	—	—	—	—	—
Disposals	(2.0)	—	(2.1)	(4.1)	—
At 31 December 2025	245.4	18.6	76.9	340.9	7.4
Net book value:
At 31 December 2025	331.2	20.5	44.4	396.1	663.3

2024

	Acquired	Development	Computer	Total other
	intangibles	costs	software	intangibles	Goodwill
	£m	£m	£m	£m	£m
Cost:
At 1 January 2024	616.4	36.5	97.8	750.7	688.2
Exchange and other adjustments	(9.5)	(0.4)	(1.1)	(11.0)	(10.9)
	606.9	36.1	96.7	739.7	67 7.3
Additions	—	3.9	14.6	18.5	—
Transfers from property, plant and equipment	—	—	0.2	0.2	—
Disposals	(24.1)	(5.3)	(4.6)	(34.0)	—
At 31 December 2024	582.8	34.7	106.9	724.4	67 7.3
Amortisation:
At 1 January 2024	209.9	19.3	72.7	301.9	7.7
Exchange adjustments	(5.5)	(0.1)	(1.0)	(6.6)	(0.1)
	204.4	19.2	71.7	295.3	7.6
Charged in the year	34.1	2.6	4.8	41.5	—
Transfers from property, plant and equipment	—	—	0.1	0.1	—
Disposals	(24.1)	(5.3)	(3.5)	(32.9)	—
At 31 December 2024	214.4	16.5	73.1	304.0	7.6
Net book value:
At 31 December 2024	368.4	18.2	33.8	420.4	669.7

SpiraxGroupplc Annual Report 2025188

Financial Statements — Notes to the Consolidated Financial Statements continued

14 Goodwill and other intangible assets continued

Acquired intangibles

The disclosure by class of acquired intangible assets is shown in the tables below.

2025

			Manufacturing
		Brand names	designs and	Non-compete	Total
	Customer	and	core	undertakings	acquired
	relationships	trademarks	technology	and other	intangibles
	£m	£m	£m	£m	£m
Cost:
At 1 January 2025	176.9	321.8	80.7	3.4	582.8
Exchange and other adjustments	(3.3)	(3.2)	(1.0)	0.2	(7.3)
	173.6	318.6	79.7	3.6	575.5
Additions	0.5	—	2.6	—	3.1
Disposals	(1.7)	—	—	(0.3)	(2.0)
At 31 December 2025	172.4	318.6	82.3	3.3	576.6
Amortisation:
At 1 January 2025	72.4	97.1	42.7	2.2	214.4
Exchange adjustments	0.3	(1.9)	(0.1)	0.1	(1.6)
	72.7	95.2	42.6	2.3	212.8
Charged in the year	12.3	16.4	5.1	0.8	34.6
Disposals	(1.7)	—	—	(0.3)	(2.0)
At 31 December 2025	83.3	111.6	47.7	2.8	245.4
Net book value:
At 31 December 2025	89.1	207.0	34.6	0.5	331.2

All acquired intangibles are amortised over their useful economic lives in line with the accounting policies disclosed in Note 1.

Within customer relationships the individually material balances are Durex Industries £59.6m (2024: £69.5m) and

Thermocoax £19.5m (2024: £20.7m). The remaining amortisation periods are 11.9 years and 8.4 years respectively.

Within brand names and trademarks the individually material balances are Vulcanic £89.3m (2024: £89.8m), Durex

Industries £16.1m (2024: £18.4m), Chromalox £73.7m (2024: £86.3m) and Gestra £15.0m (2024: £16.4m). The remaining

amortisation periods are 16.8 years, 16.9 years, 11.5 years and 6.3 years respectively.

There are no individually material items within either manufacturing designs and core technology and non-compete undertakings.

2024

			Manufacturing
		Brand names	designs and	Non-compete	Total
	Customer	and	core	undertakings	acquired
	relationships	trademarks	technology	and other	intangibles
	£m	£m	£m	£m	£m
Cost:
At 1 January 2024	179.6	326.7	81.9	28.2	616.4
Exchange and other adjustments	(2.2)	(4.9)	(1.2)	(1.2)	(9.5)
	177.4	321.8	80.7	2 7.0	606.9
Disposals	(0.5)	—	—	(23.6)	(24.1)
At 31 December 2024	176.9	321.8	80.7	3.4	582.8
Amortisation:
At 1 January 2024	62.8	81.7	38.9	26.5	209.9
Exchange adjustments	(2.2)	(1.2)	(0.8)	(1.3)	(5.5)
	60.6	80.5	38.1	25.2	204.4
Charged in the year	12.3	16.6	4.6	0.6	34.1
Disposals	(0.5)	—	—	(23.6)	(24.1)
At 31 December 2024	72.4	97.1	42.7	2.2	214.4
Net book value:
At 31 December 2024	104.5	224.7	38.0	1.2	368.4

SpiraxGroupplc Annual Report 2025 189

Financial Statements

14 Goodwill and other intangible assets continued

Impairment

In accordance with the requirements of IAS 36 Impairment of Assets, goodwill is allocated to the Group’s cash-generating

units, or groups of cash-generating units, that are expected to benefit from the synergies of the business combination that

gave rise to the goodwill.

Goodwill impairment is considered based on the groups of CGUs that represent the lowest level to which goodwill is

monitored for internal management purposes, being each operating segment as disclosed in Note 2. The breakdown of the

goodwill value at 31 December across these is shown below:

	2025	2024
	Goodwill	Goodwill
	£m	£m
Steam Thermal Solutions	124.8	119.5
Electric Thermal Solutions	478.8	491.3
Watson-Marlow Fluid Technology Solutions	59.7	58.9
Total goodwill	663.3	669.7

The goodwill balance has been tested for annual impairment on the following basis:

The carrying values of goodwill have been assessed by reference to value in use. These have been estimated using cash

flows based on forecast information for the next financial year which have been approved by the Board and then extended

by a further four years based on the most recent forecasts prepared by management.

The key assumptions on which the impairment tests are based are the discount rates and forecast cash flows which are

driven by growth rates and EBIT margins:

•

Pre-tax discount rates are based on estimations of the assumptions that market participants operating in similar sectors to

the Group would make, using the Group’s economic profile as a starting point and adjusting appropriately, taking into

account the size of the business along with specific geographical and industry risk factors. Discount rates are not adjusted

for estimated impacts of inflation, which is consistent with the calculation of the future operating cash flows to which they

are applied

•

Short to medium-term growth rates are based on external market growth rates (where available) and historical experience

within each group of CGUs. The short to medium term is defined as not more than five years

•

Long-term growth rates are set using the weighted average GDP growth rates (IMF and Oxford Economics) of the group of

CGUs’ end markets

•

EBIT margins are based on historical performance, operational gearing from higher sales and expected improvements

from operational efficiency initiatives

The principal value in use assumptions were as follows:

				Period of				Period of
		2025		annual		2024		annual
		Short to	2025	cash flow		Short to	2024	cash flow
	2025	medium-term	Long-term	forecast	2024	medium-term	Long-term	forecast
Operating segment	Discount rate	growth rate	growth rate	(years)	Discount rate	growth rate	growth rate	(years)
Steam Thermal Solutions	13.4%	3.0% – 5.0%	3.7%	5	13.7%	3.5% – 4.7%	3.8%	5
Electric Thermal Solutions	12.0%	7.5% – 9.5%	3.2%	5	11.7%	7.7% – 10.1%	3.2%	5
Watson-Marlow Fluid
Technology Solutions	12.4%	9.2% – 10.8%	3.4%	5	12.4%	8.0% – 9.0%	3.4%	5

The results of the Group’s impairment tests are dependent upon estimates, particularly in relation to the key assumptions

described above. Sensitivity analysis of potential changes in the key assumptions has been undertaken based on the

following reasonably possible change sensitivities in isolation for Steam Thermal Solutions and Watson-Marlow Fluid

Technology Solutions:

•

A 50bps increase in the discount rate

•

A 100bps reduction in the short to medium-term growth rates

•

A 100bps reduction in the EBIT margin used in the cash flow projections

SpiraxGroupplc Annual Report 2025190

Financial Statements — Notes to the Consolidated Financial Statements continued

14 Goodwill and other intangible assets continued

Impairment continued

For Electric Thermal Solutions, the following combination of sensitivities was applied:

•

A 50bps increase in the discount rate

•

Average reduction of 60bps per year in the short to medium-term revenue growth rates driven by reduced demand within

the Data Centre sector, alongside slower recovery of demand within the semiconductor sector, and an adverse change in

global macroeconomic conditions

•

A range of 90bps to 210bps reduction in the EBIT margin used in the cash flow projections, resulting from the short to

medium-term growth rate sensitivities

For each group of CGUs, the Directors do not consider that there are any reasonably possible combination of changes in

sensitivities for the business that could arise in the next 12 months that would result in an impairment charge being recognised.

15 Deferred tax assets and liabilities

Movement in deferred tax during the year 2025

	1 January	Recognised	Recognised	Recognised		31 December
	2025	in income	in OCI	in equity 2025
	£m	£m	£m	£m	£m
Accelerated capital allowances	(23.3)	(1.8)	—	0.5	(24.6)
Provisions	9.3	1.1	—	(0.1)	10.3
Losses	30.8	4.0	—	—	34.8
Inventory	7. 5	0.9	—	(0.1)	8.3
Pensions	11.0	1.9	(2.3)	(3.2)	7.4
Acquired intangibles	(77.9)	2.1	—	3.2	(72.6)
Leases – right-of-use assets	(19.8)	(0.3)	—	—	(20.1)
Leases – liabilities	20.5	1.0	—	(0.4)	21.1
Other temporary differences	12.5	(2.2)	(0.9)	(0.8)	8.6
Net deferred tax	(29.4)	6.7	(3.2)	(0.9)	(26.8)

Movement in deferred tax during the year 2024

	1 January	Recognised	Recognised	Recognised		31 December
	2024	in income	in OCI	in equity 2024
	£m	£m	£m	£m	£m
Accelerated capital allowances	(21.0)	(2.3)	—	—	(23.3)
Provisions	10.4	(0.5)	—	(0.6)	9.3
Losses	27.5	3.3	—	—	30.8
Inventory	6.3	1.2	—	—	7.5
Pensions	13.3	(1.2)	(1.1)	—	11.0
Acquired intangibles	(80.3)	0.9	—	1.5	(77.9)
Leases – right-of-use assets	(21.1)	1.1	—	0.2	(19.8)
Leases – liabilities	21.6	(0.9)	—	(0.2)	20.5
Other temporary differences	6.1	5.7	0.7	—	12.5
Net deferred tax	(37.2)	7.3	(0.4)	0.9	(29.4)

Deferred tax assets and liabilities arising in the same tax jurisdiction have been offset where the taxable entity has a legally

enforceable right to set off current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by

the same taxation authority. Below is the analysis of the deferred tax balances after the offset.

	2025	2024
	£m	£m
Deferred tax asset	32.8	34.2
Deferred tax liability	(59.6)	(63.6)
Net deferred tax liability	(26.8)	(29.4)

SpiraxGroupplc Annual Report 2025 191

Financial Statements

15 Deferred tax assets and liabilities continued

Movement in deferred tax during the year 2024 continued

At 31 December 2025, the Group has deductible temporary differences, unused taxable losses and unused tax credits

with a tax value of £106.7m (2024: £104.7m) available for offset against future profits, of which a deferred tax asset has

been recognised in respect of £100.8m (2024: £97.4m). The prior year comparators has been updated to align to current

year methodology.

No deferred tax asset has been recognised in respect of the remaining £5.9m (2024: £7.3m) as it is not considered probable

that there will be future taxable profits available against which the relevant deduction can be offset. Excluding the losses in

Argentina and India, which expire if unused within five years and eight years respectively, the losses may be carried forward

indefinitely. The associated unrecognised deferred tax assets in Argentina and India is £1.9m (2024: £3.1m).

A deferred tax debit of £2.3m (2024: £1.1m debit) is recognised in the Consolidated Statement of Comprehensive Income

(page 169) associated with the measurement of defined benefit pension obligations.

UK tax is not expected to arise upon the remittance of earnings of overseas subsidiaries. However, a tax liability may arise due

to dividend withholding taxes levied by overseas tax authorities. The Group controls the timing of these dividends. The total

potential tax liability is not expected to exceed £8.2m (2024: £8.4m), and whilst this liability is not expected to arise in full

in the foreseeable future, £1.9m (2024: nil) has been recognised at 31 December 2025.

16 Inventories

	2025	2024
	£m	£m
Raw materials, consumables and components	119.8	118.6
Work in progress	29.9	2 7.7
Finished goods and goods for resale	102.7	106.9
Total inventories	252.4	253.2

The write-down of inventories recognised as an expense during the year was £5.5m (2024: £6.6m). This comprises a cost of

£9.6m (2024: £7.5m) to write down inventory to net realisable value reduced by £4.1m (2024: £0.9m) for reversal of previous

write-down reassessed as a result of customer demand.

The value of inventories expected to be recovered after more than 12 months is £13.2m (2024: £14.8m).

There is no material difference between the Consolidated Statement of Financial Position value of inventories and their

replacement cost. None of the inventory has been pledged as security.

17 Other current assets

	2025	2024
	£m	£m
Contract assets	38.4	23.2
Prepayments	27.2	31.9
Other tax related receivables	10.6	12.2
Other deposits made	3.7	3.7
Derivative assets	2.9	—
Other receivables	4.0	4.1
Total other current assets	86.8	75.1

Contract assets relate to revenue recognised that has not yet been invoiced to the customer.

18 Trade and other payables

	2025	2024
	£m	£m
Trade payables	91.9	86.0
Contract liabilities	24.1	39.0
Social security	13.0	9.9
Accruals	118.7	98.9
Other tax related payables	13.6	13.9
Pension creditors	3.2	3.4
Fair value of deferred consideration	0.7	7.3
Other payables	2.9	3.3
Derivative liabilities	0.8	1.3
Total trade and other payables	268.9	263.0

Contract liabilities relate to advance payments received from customers that have not yet been recognised as revenue.

£22.4m of the contract liabilities at 31 December 2024 were recognised as revenue during 2025 (2024: £19.0m).

SpiraxGroupplc Annual Report 2025192

Financial Statements — Notes to the Consolidated Financial Statements continued

19 Provisions

		Legal,
	Product	contractual
	warranty	and other	Total
2025	£m	£m	£m
At 1 January 2025	1.4	10.3	11.7
Additional provision in the year	0.7	10.8	11.5
Utilised or released during the year	(0.8)	(1.7)	(2.5)
Exchange adjustments	—	0.4	0.4
At 31 December 2025	1.3	19.8	21.1

		Legal,
	Product	contractual
	warranty	and other	Total
2024	£m	£m	£m
At 1 January 2024	2.0	15.1	17.1
Additional provision in the year	0.6	4.8	5.4
Utilised or released during the year	(0.9)	(7.5)	(8.4)
Exchange adjustments	(0.3)	(2.1)	(2.4)
At 31 December 2024	1.4	10.3	11.7

	2025	2024
	£m	£m
Current provisions	12.9	5.4
Non-current provisions	8.2	6.3
Total provisions	21.1	11.7

Product warranty

Product warranty provisions reflect commitments made to customers on the sale of goods in the ordinary course of

business. These are expected to be incurred in the next three years.

Legal, contractual and other

Legal, contractual and other provisions comprise amounts provided against open legal and contractual disputes, environmental

provisions as well as provisions in relation to the Group restructuring programme. Provision values are based on past experience

of similar items and other known factors and represent management’s best estimate of the likely outcome.

Reflecting the inherent uncertainty within many provisions, the timing and amount of the outflows could differ from the

amount provided. Of the total legal, contractual and other provisions at 31 December 2025 £11.9m (2024: £4.3m) has been

included within current and £7.9m (2024: £6.0m) within non-current provisions.

20 Called-up share capital and reserves

	2025	2024
	£m	£m
Ordinary shares of 26 12/13p (2024: 26 12/13p) each:
Allotted, called up and fully paid 73,776,048 (2024: 73,776,048)	19.9	19.8

21,871 (2024: 49,244) shares with a nominal value of £5,888 (2024: £13,258) were issued in connection with the Group’s

Employee Share Ownership Plan with external consideration of £nil (2024: £1.9m) received by the Group. During the year,

6,115 shares were repatriated and immediately sold with external consideration of £0.3m (2024: £nil) received by the Group.

At 31 December 2025, 30,167 shares (2024: 72,250) were held in an Employee Benefit Trust and available for use in

connection with the Group’s Employee Share Schemes. 116 senior employees of the Group have been granted options on

Ordinary shares under the Performance Share Plan (details in Note 22).

SpiraxGroupplc Annual Report 2025 193

Financial Statements

20 Called-up share capital and reserves continued

Translation reserve

	1 January	Change	31 December
	2025		in year 2025
	£m	£m	£m
Net investment hedge reserve	10.3	(5.3)	5.0
Translation reserve	(96.4)	(35.3)	(131.7)
Total translation reserve	(86.1)	(40.6)	(126.7)

	1 January	Change	31 December
	2024		in year 2024
	£m	£m	£m
Net investment hedge reserve	5.6	4.7	10.3
Translation reserve	(66.0)	(30.4)	(96.4)
Total translation reserve	(60.4)	(25.7)	(86.1)

The net investment hedge reserve records the cumulative gain or loss on hedging instruments designated as net investment

hedges. Together with the translation reserve, these are the foreign currency translation reserves of the Group.

Other reserves

	1 January	Change	31 December
	2025		in year 2025
	£m	£m	£m
Cash flow hedges reserve	(1.0)	2.5	1.5
Capital redemption reserve	1.8	—	1.8
Employee Benefit Trust reserve	(8.3)	4.8	(3.5)
Total other reserves	(7.5)	7.3	(0.2)

	1 January	Change	31 December
	2024		in year 2024
	£m	£m	£m
Cash flow hedges reserve	1.3	(2.3)	(1.0)
Capital redemption reserve	1.8	—	1.8
Employee Benefit Trust reserve	(16.0)	7.7	(8.3)
Total other reserves	(12.9)	5.4	(7.5)

The cash flow hedges reserve records the cumulative net change in the fair value of forward exchange contracts where

they are designated as effective cash flow hedge relationships.

The capital redemption reserve records the historical repurchase of the Group’s own shares.

The Employee Benefit Trust reserve record the shares held in the Group’s Employee Benefit Trust. This is used to purchase,

hold and issue shares in connection with the Group’s Employee Share Schemes.

21 Capital commitments and contingent liabilities

	2025	2024
	£m	£m
Capital expenditure contracted for but not provided	2.0	13.7

All capital commitments are related to property, plant and equipment and computer software. The Group has no material

contingent liabilities at 31 December 2025 (no material contingent liabilities existed at 31 December 2024).

SpiraxGroupplc Annual Report 2025194

Financial Statements — Notes to the Consolidated Financial Statements continued

22 Employee benefits

Retirement benefit obligations

The Group operates a wide range of retirement benefit arrangements, which are established in accordance with local

conditions and practices within the countries concerned. These include funded defined contribution and both funded and

unfunded defined benefit schemes.

Defined contribution arrangements

The majority of the retirement benefit arrangements operated by the Group are defined contribution schemes, where the

employer contribution and resulting Consolidated Income Statement charge are fixed at a set level or are a set percentage

of employees’ pay. Contributions made to defined contribution schemes and charged to the Consolidated Income Statement

totalled £27.0m (2024: £27.2m).

Defined benefit arrangements

The Group operates several funded defined benefit retirement schemes where the benefits are based on employees’ length

of service. Whilst the Group’s primary schemes are in the UK, it also operates other material benefit schemes in the USA as

well as less material schemes elsewhere. In funded arrangements, the assets of defined benefit schemes are held in

separate trustee-administered funds or similar structures in the countries concerned.

UK defined benefit arrangements

The defined benefit schemes in the UK account for 52% (2024: 61%) of the Group’s net liability for defined benefit

retirement schemes. Spirax Group operates three UK schemes: the Spirax-Sarco Employees’ Pension Fund, the Spirax-

Sarco Executives’ Retirement Benefits Scheme and the WMFTS Pension Fund. These are all closed to new members and

future accrual.

All three schemes are established under UK law and governed by a Trustee Committee, which is responsible for overseeing

the schemes’ investments, administration, and overall management. A funding valuation is carried out for the Trustees of

each scheme every three years by an independent firm of actuaries. Depending on the outcome of that valuation a schedule

of future contributions is negotiated with Spirax Group.

US defined benefit schemes

The Group operates one defined benefit scheme in the USA, which is closed both to new entrants and future accrual.

The US pension scheme defines the pension in terms of the highest average pensionable pay for any five consecutive years

prior to retirement. No pension increases (in payment and deferment) are offered by this scheme.

Other matters

In June 2023, the High Court judged that amendments made to the Virgin Media scheme were invalid because the scheme’s

actuary did not provide the necessary associated Section 37 certificate. The Court of Appeal upheld the 2023 High Court

ruling in July 2024. In the prior year, an investigation was undertaken by the Group and Trustees of the Schemes to review

the amendments and minutes during the relevant period. From this review, the Group are satisfied that this ruling would not

have any impact on the Defined Benefit Obligation of the Schemes.

Principal Risks

The pension schemes create a number of risk exposures. Annual increases in benefits are, to a varying extent from scheme

to scheme, dependent on inflation so the main uncertainties affecting the level of benefits payable are future inflation levels

and the actual longevity of the membership. Benefits payable will also be influenced by a range of other factors including

member decisions on matters such as when to retire and the possibility to draw benefits in different forms. A key risk is that

additional contributions are required if the investment returns fall short of those anticipated when setting the contributions

to the pension schemes.

All pension schemes are regulated by the relevant jurisdictions. These include extensive legislation and regulatory

mechanisms that are subject to change and may impact on the Group’s pension schemes.

The IAS 19 liability measurement known as defined benefit obligation (DBO) and the service cost are sensitive to the

actuarial assumptions made on a range of demographic and financial matters that are used to project the expected benefit

payments, the most important of these assumptions being the future inflation levels and the assumptions made about life

expectation. The DBO and service cost are also very sensitive to the IAS 19 discount rate, which determines the discounted

value of the projected benefit payments. The discount rate depends on market yields on high-quality corporate bonds.

Investment strategies are set with funding rather than IAS 19 considerations in mind and do not seek to provide a specific

hedge against the IAS 19 measurement of DBO. As a result the difference between the market value of the assets and the

IAS 19 DBO may be volatile.

Sensitivity analysis to changes in discount rate and inflation are included on page 199.

SpiraxGroupplc Annual Report 2025 195

Financial Statements

22 Employee benefits continued

Principal Risks continued

The financial assumptions used at 31 December were:

	Assumptions weighted by value of liabilities % per annum
	Overseas pensions
	UK pensions		andmedical
	2025	2024	2025	2024
	%	%	%	%
Rate of increase in salaries	n/a	n/a	2.5	2.6
Rate of increase in pensions	2.8	3.0	2.0	2.0
Rate of price inflation	2.8	3.2	2.0	2.0
Discount rate	5.5	5.4	4.6	4.8
Medical trend rate	n/a	n/a	7. 5	7.5

The UK pensions are closed to future accrual; therefore, the rate of increase in salaries is not applicable.

The weighted average duration of the defined benefit obligation at 31 December 2025 was approximately 13 years (2024: 13

years) for the Spirax-Sarco Employees’ Pension Fund, 8 years (2024: 8 years) for the Spirax-Sarco Executives’ Retirement

Benefits Scheme and 13 years (2024: 13 years) for the WMFTS Pension Fund.

The mortality assumptions for the material defined benefit schemes at 31 December 2025 and 31 December 2024 were:

Spirax-Sarco	At 31 December 2025: 100% of the SAPS 3 normal tables, CMI 2024 future improvements,
Employees’ Pension Fund	1% long-term trend, smoothing factor of 7 and half-life parameter of 0.5.
	At 31 December 2024: 100% of the SAPS 3 normal tables, CMI 2023 future improvements,
	1% long-term trend, smoothing factor of 7 and weights parameter of 100%.
Spirax-Sarco	At 31 December 2025: 84%/87% (male/female) of SAPS 3 light normal, CMI 2024 future
Executives’ Retirement	improvements, 1% long-term trend, smoothing factor of 7 and half-life parameter of 0.5.
Benefits Scheme	At 31 December 2024: 84%/87% (male/female) of SAPS 3 light normal, CMI 2023 future
	improvements, 1% long-term trend, smoothing factor of 7 and weights parameter of 100%.
WMFTS Pension Fund	At 31 December 2025: 102% of the SAPS 3 pensioner tables, CMI 2024 future improvements,
	1% long-term trend, smoothing factor of 7 and half-life parameter of 0.5.
	At 31 December 2024: 102% of the SAPS 3 pensioner tables, CMI 2023 future improvements,
	1% long-term trend, smoothing factor of 7 and weights parameter of 100%.
US Pension Scheme	At 31 December 2025: SOA Pri-2012 Amount-Weighted Blue Collar Mortality Tables with
	MP2021 – Retiree/Disabled/Contingent Survivor tables.
	At 31 December 2024: SOA Pri-2012 Amount-Weighted Blue Collar Mortality Tables with
	MP2021 – Retiree/Disabled/Contingent Survivor tables.

By way of example the mortality tables indicate the following life expectancy across the UK schemes:

		2025 life expectancy at 65		2024 life expectancy at 65
Current age	Male	Female	Male	Female
65	21.2	23.8	21.0	23.8
50	21.7	24.6	21.7	24.5

All the assumptions used by the actuary are the best estimates chosen from a range of possible actuarial assumptions

which, due to the timescale covered, may not necessarily be borne out in practice.

SpiraxGroupplc Annual Report 2025196

Financial Statements — Notes to the Consolidated Financial Statements continued

22 Employee benefits continued

Net pension liability

The amounts recognised in the Consolidated Statement of Financial Position are as follows:

				Overseas pensions
	UK pensions		and medical		Total
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Fair value of schemes’ assets	256.6	254.8	53.0	55.2	309.6	310.0
Present value of funded schemes’ liabilities	(272.3)	(280.9)	(51.5)	(54.4)	(323.8)	(335.3)
(Deficit)/Surplus in the funded schemes	(15.7)	(26.1)	1.5	0.8	(14.2)	(25.3)
Present value of unfunded schemes’ liabilities	—	—	(15.8)	(17.2)	(15.8)	(17.2)
Retirement benefit liability recognised in the Consolidated
Statement of Financial Position	(15.7)	(26.1)	(14.3)	(16.4)	(30.0)	(42.5)
Related deferred tax asset	3.9	6.5	3.5	4.5	7. 4	11.0
Net pension liability	(11.8)	(19.6)	(10.8)	(11.9)	(22.6)	(31.5)

Fair value of scheme assets

				Overseas pensions
	UK pensions		and medical		Total
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Quoted equities	57.3	53.9	5.5	7.7	62.8	61.6
Quoted bonds	89.7	7 7.8	31.8	39.6	121.5	117.4
Other	65.8	69.4	9.7	0.8	75.5	70.2
Total with quoted market price	212.8	201.1	47.0	48.1	259.8	249.2
Cash and cash equivalents	20.0	26.3	1.2	1.2	21.2	27.5
Unquoted equities	—	1.3	—	—	—	1.3
Unquoted bonds	—	0.3	—	—	—	0.3
Real estate	11.7	12.6	—	—	11.7	12.6
Derivatives	—	—	—	—	—	—
Other	12.1	13.2	4.8	5.9	16.9	19.1
Total other securities	43.8	53.7	6.0	7.1	49.8	60.8
Total market value in aggregate	256.6	254.8	53.0	55.2	309.6	310.0

The actual return on plan assets was an increase of £16.8m (2024: a decrease of £12.2m).

The UK pensions assets include investments in Liability Driven Investment (LDI) funds. LDI funds allow the schemes to

hedge a larger proportion of the underlying interest rate exposure that exists within the schemes liabilities. As a result of the

structure of LDI funds the schemes may be required to provide additional cash collateral to the LDI funds in order to maintain

the current level of hedging should market interest rates increase materially. The LDI funds of £59.1m (2024: £57.4m) are

included within the quoted bonds in the table above.

The movements in the fair value of plan assets during the year were:

				Overseas pensions
	UK pensions		and medical		Total
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Value of assets at beginning of year	254.8	285.8	55.2	51.7	310.0	337.5
Expected return on assets	13.4	12.6	2.7	2.4	16.1	15.0
Remeasurement (loss)/gain	(0.3)	(30.6)	1.0	3.4	0.7	(27.2)
Contributions paid by employer	6.2	6.8	2.4	2.1	8.6	8.9
Actual benefit payments	(16.4)	(17.7)	(4.9)	(4.8)	(21.3)	(22.5)
Administration costs	(1.1)	(2.1)	—	—	(1.1)	(2.1)
Currency (loss)/gain	—	—	(3.4)	0.4	(3.4)	0.4
Value of assets at end of year	256.6	254.8	53.0	55.2	309.6	310.0

The estimated employer contributions to be made in 2026 are £7.3m.

SpiraxGroupplc Annual Report 2025 197

Financial Statements

22 Employee benefits continued

Defined benefit obligation

The movements in the total defined benefit obligation during the year were:

				Overseas pensions
	UK pensions		and medical		Total
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Defined benefit obligation at beginning of year	(280.9)	(313.6)	(71.6)	(75.3)	(352.5)	(388.9)
Current service cost	—	—	(0.1)	(0.1)	(0.1)	(0.1)
Past service credit	—	—	—	0.2	—	0.2
Interest cost	(14.7)	(13.7)	(3.1)	(3.2)	(17.8)	(16.9)
Administration costs	—	—	(0.3)	(0.5)	(0.3)	(0.5)
Remeasurement gain	9.8	28.1	0.3	4.0	10.1	32.1
Actual benefit payments	16.4	17.7	4.9	4.8	21.3	22.5
Experience (loss)/gain	(2.9)	0.6	(0.3)	(1.9)	(3.2)	(1.3)
Currency gain	—	—	2.9	0.4	2.9	0.4
Total defined benefit obligation at end of year	(272.3)	(280.9)	(67.3)	(71.6)	(339.6)	(352.5)

The history of experience adjustments is as follows:

	2025	2024	2023	2022	2021
	£m	£m	£m	£m	£m
Defined benefit obligation at end of year	(339.6)	(352.5)	(388.9)	(393.7)	(605.4)
Fair value of schemes’ assets	309.6	310.0	337.5	341.6	560.7
Retirement benefit liability recognised in the Consolidated Statement of Financial
Position	(30.0)	(42.5)	(51.4)	(52.1)	(44.7)
Experience adjustment on schemes’ liabilities	(3.2)	(1.3)	(10.0)	(16.0)	(2.9)
As a percentage of schemes’ liabilities	0.9%	0.4%	2.6%	4.1%	0.5%
Experience adjustment on schemes’ assets	0.7	(27.2)	5.0	(222.4)	35.7
As a percentage of schemes’ assets	0.3%	8.8%	1.5%	65.1%	6.4%

The expense recognised in the Consolidated Income Statement was as follows:

				Overseas pensions
	UK pensions		and medical		Total
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Current service cost	—	—	(0.1)	(0.1)	(0.1)	(0.1)
Administration costs	(1.1)	(2.1)	(0.3)	(0.5)	(1.4)	(2.6)
Past service credit	—	—	—	0.2	—	0.2
Net interest on schemes’ liabilities	(1.3)	(1.1)	(0.4)	(0.8)	(1.7)	(1.9)
Total expense recognised in Consolidated Income Statement	(2.4)	(3.2)	(0.8)	(1.2)	(3.2)	(4.4)

The expense is recognised in the following line items in the Consolidated Income Statement:

	2025	2024
	£m	£m
Operating costs	(1.5)	(2.5)
Net financing expense	(1.7)	(1.9)
Total expense recognised in Consolidated Income Statement	(3.2)	(4.4)

SpiraxGroupplc Annual Report 2025198

Financial Statements — Notes to the Consolidated Financial Statements continued

22 Employee benefits continued

Defined benefit obligation continued

The gain or loss recognised in the Consolidated Statement of Comprehensive Income (OCI) was as follows:

				Overseas pensions
	UK pensions		and medical		Total
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Remeasurement effects recognised in OCI:
Due to experience on DBO	(2.9)	0.6	(0.3)	(1.9)	(3.2)	(1.3)
Due to demographic assumption changes in DBO	0.6	(0.3)	—	—	0.6	(0.3)
Due to financial assumption changes in DBO	9.2	28.4	0.3	4.0	9.5	32.4
Return on assets	(0.3)	(30.6)	1.0	3.4	0.7	(27.2)
Total remeasurement gain/(loss) recognised in OCI	6.6	(1.9)	1.0	5.5	7.6	3.6
Deferred tax on remeasurement (loss)/gain and change in rate
recognised in OCI	(1.7)	0.5	(0.6)	(1.6)	(2.3)	(1.1)
Cumulative loss recognised in OCI at beginning of year	(60.5)	(59.1)	(6.9)	(10.8)	(67.4)	(69.9)
Cumulative loss recognised in OCI at end of year	(55.6)	(60.5)	(6.5)	(6.9)	(62.1)	(67.4)

Sensitivity analysis

The effect on the defined benefit obligation at 31 December 2025 of an increase or decrease in key assumptions is as follows:

		Overseas
		pensionsand
	UK pensions	medical	Total
	£m	£m	£m
(Decrease)/increase in pension deficit:
Discount rate assumption being 1.0% higher	(29.9)	(6.0)	(35.9)
Discount rate assumption being 1.0% lower	33.9	7.2	41.1
Inflation assumption being 1.0% higher	22.2	1.2	23.4
Inflation assumption being 1.0% lower	(20.7)	(1.0)	(21.7)
Mortality assumption life expectancy at age 65 being one year higher	8.7	2.2	10.9

The above sensitivities reflect reasonable possible changes in the assumptions and therefore have been selected on this basis.

The average age of deferred participants in the UK schemes at 31 December 2025 was 55 years (2024: 55 years).

Additional contributions to pension schemes

	2025	2024
	£m	£m
Defined benefit arrangements	(1.5)	(2.5)
Defined contribution arrangements	(27.2)	(27.2)
Total expense recognised in operating costs	(28.7)	(29.7)
Defined benefit arrangements	8.6	8.9
Defined contribution arrangements	27.2	27.2
Total contributions paid by employer	35.8	36.1
Additional contributions to pension schemes	7.1	6.4

Share-based payments

Disclosures of the share-based payments offered to employees are set out below. More detail on each scheme is given in

the Annual Report on Remuneration 2025 on pages 138 to 146. The charge to the Consolidated Income Statement in respect

of share-based payments is made up as follows:

	2025	2024
	£m	£m
Performance Share Plan	4.8	1.3
Employee Share Ownership Plan	1.6	1.8
Total expense	6.4	3.1

SpiraxGroupplc Annual Report 2025 199

Financial Statements

22 Employee benefits continued

Performance Share Plan

Awards under the Performance Share Plan are made to Executive Directors and other senior managers and take the form of

contingent rights to acquire shares, subject to the satisfaction of a performance target. To the extent that they vest, awards

are satisfied in shares or in an option over shares. The performance criteria is split into three separate parts.

30% of the award is based on a TSR measure where the performance target is based on Spirax Group plc’s (the Company)

total shareholder return (TSR) relative to the TSR of other companies included in the FTSE 100, excluding companies in the

Mining, Oil & Gas and Financial Services sectors over a three-year performance period where awards will vest on a sliding

scale. All shares within an award will vest if the Company’s TSR is at or above the upper quartile. 18% will vest if the TSR is

at the median and the number of shares that will vest will be calculated pro-rata on a straight-line basis between 18% and

100% if the Company’s TSR falls between the median and the upper quartile. No shares will vest if the Company’s TSR is

below the median.

The second part, amounting to 50% of the award, is subject to achievement of a target based on aggregate adjusted EPS

over a three-year performance period. 18% will vest if the compound growth in adjusted EPS is equal to the growth in global

industrial production (IP) plus 2% (1.25x for the 2025 grant) as published by CHR Economics and 100% will vest if the compound

growth in adjusted EPS is equal to or exceeds the growth in global IP plus 7% (3.5x for the 2025 grant); there is pro-rata

vesting for actual growth between these rates.

The final 20% of the award compares greenhouse gas (GHG) intensity emission in the base year of the three-year performance

period to the final year. Performance will be measured relative to £m of sales at base year prices to ensure that efficiency

savings are not distorted by inflation. GHG emission targets decrease annually and vary for each grant to align with the

Group’s One Planet Sustainability Strategy. Achievement of the GHG emission threshold reduction results in 18% vesting,

rising to a maximum payout of 100% for full performance.

Shares awarded under the Performance Share Plan have been valued using the Monte Carlo simulation valuation

methodology. The relevant disclosures in respect of the Performance Share Plan grants are set out below.

	2021	2022	2023	2024	2025
	Grant	Grant	Grant	Grant	Grant
Grant date	4 May	14 March	13 March	21 March	25 March
Mid-market share price at grant date	11,770.0p	11,910.0p	10,880p	10,377p	6,738p
Number of employees	106	108	138	124	116
Shares under scheme	89,806	92,951	145,505	142,275	207,913
Vesting period	3 years	3 years	3 years	3 years	3 years
Probability of vesting	73.9%	76.1%	81.2%	79.7%	7 7.8%
Fair value	8,698.0p	9,057.6p	8,829.1p	8,273.6p	5,240.1p

Employee Share Ownership Plan

UK employees are eligible to participate in the Employee Share Ownership Plan (ESOP). The aim of the ESOP is to encourage

increased shareholding in the Group by all UK employees and so there are no performance conditions. Employees are

invited to join the ESOP when an offer is made each year. Individuals save for 12 months during the accumulation period

under HMRC rules. The Group provides a matching share for each share purchased by the individual.

Shares issued under the ESOP have been measured using the Present Economic Value (PEV) valuation methodology. The relevant

disclosures in respect of the Employee Share Ownership Plans are set out below.

	2021	2022	2023	2024	2025
	Grant	Grant	Grant	Grant	Grant
Grant date	1 October	1 October	1 October	1 October	1 October
Exercise price	15,043.3p	10,348.3p	9,413.0p	6,855.0p	7,705.0p
Number of employees	1,400	1,671	1,644	1,539	1,642
Shares under scheme	9,429	16,832	19,256	23,863	21,695
Vesting period	3 years	3 years	3 years	3 years	3 years
Expected volatility	26.5%	28.7%	26.5%	N/A	N/A
Risk-free interest rate	0.2%	4.0%	4.9%	N/A	N/A
Expected dividend yield	1.0%	1.0%	1.2%	N/A	N/A
Fair value	16,382.2p	11,579.7p	10,486.4p	6,855.0p	7,705.0p

The accumulation period for the 2025 ESOP ends in September 2026; therefore, some figures are projections.

SpiraxGroupplc Annual Report 2025200

Financial Statements — Notes to the Consolidated Financial Statements continued

23 Analysis of changes in net debt, including changes

in liabilities arising from financing activities

2025

	1 January		Acquired	Exchange	31 December
	2025	Cash flow	debt *	movement	2025
	£m	£m	£m	£m	£m
Current portion of long-term borrowings	(123.9)				(107.2)
Non-current portion of long-term borrowings	(706.2)				(697.2)
Total borrowings	(830.1)				(804.4)
Lease liabilities	(95.1)	18.0	(14.8)	1.7	(90.2)
Borrowings	(830.1)	3 7.5	—	(11.8)	(804.4)
Changes in liabilities arising from financing	(925.2)	55.5	(14.8)	(10.1)	(894.6)
Cash at bank	334.2	34.4	—	0.4	369.0
Bank overdrafts	(100.3)	(28.1)	—	(0.9)	(129.3)
Net cash and cash equivalents	233.9	6.3	—	(0.5)	239.7
Net debt including lease liabilities	(691.3)	61.8	(14.8)	(10.6)	(654.9)
Net debt	(596.2)	43.8	—	(12.3)	(564.7)

* Debt acquired includes both debt acquired due to acquisition and debt recognised due to entry into new leases and disposals of existing leases.

The net cash flow from borrowings of £37.5m (2024: £26.2m) consists of £nil (2024: £76.8m) of new borrowings and £37.5m

(2024: £103.0m) of repaid borrowings.

During the year £42.1m of interest on external borrowings (2024: £51.7m) was incurred and paid.

At 31 December 2025 total lease liabilities consist of £17.1m (2024: £17.2m) short term and £73.1m (2024: £77.9m) long term.

See Note 25 for further information on net debt and lease liabilities.

2024

	1 January		Acquired	Exchange	31 December
	2024	Cash flow	debt *	movement	2024
	£m	£m	£m	£m	£m
Current portion of long-term borrowings	(3.6)				(123.9)
Non-current portion of long-term borrowings	(875.9)				(706.2)
Total borrowings	(879.5)				(830.1)
Lease liabilities	(96.7)	16.6	(16.5)	1.5	(95.1)
Borrowings	(879.5)	26.2	—	23.2	(830.1)
Changes in liabilities arising from financing	(976.2)	42.8	(16.5)	24.7	(925.2)
Cash at bank	359.7	(11.6)	—	(13.9)	334.2
Bank overdrafts	(146.9)	44.1	—	2.5	(100.3)
Net cash and cash equivalents	212.8	32.5	—	(11.4)	233.9
Net debt including lease liabilities	(763.4)	75.3	(16.5)	13.3	(691.3)
Net debt	(666.7)	58.7	—	11.8	(596.2)

* Debt acquired includes both debt acquired due to acquisition and debt recognised due to entry into new leases and disposals of existing leases.

24 Related party transactions

Transactions with Directors are disclosed separately in Note 7 and are shown in the Annual Report on Remuneration 2025

on pages 138 to 146.

There were no other related party transactions in either 2025 or 2024.

25 Derivatives and other financial instruments

The Group does not enter into significant derivative transactions. The Group’s principal financial instruments comprise

borrowings, cash and short-term deposits. The main purpose of these financial instruments is to raise finance for the

Group’s operations. The Group has various other financial instruments such as trade debtors and trade creditors, which

arise directly from its operations. It is and has been throughout the period under review, the Group’s policy that no trading

in financial instruments shall be undertaken.

The main risks arising from the Group’s financial instruments are credit risk, interest rate risk, liquidity risk and foreign

currency risk. The Board reviews and agrees policies for managing each of these risks and these are summarised below.

SpiraxGroupplc Annual Report 2025 201

Financial Statements

25 Derivatives and other financial instruments continued

Credit risk

The Group sells products and services to customers around the world and therefore credit risk is primarily attributable to

trade receivables and contract assets. The Group’s customer base is extremely varied in size, industry sector and geographical

location and therefore the Group is not exposed to material concentrations of credit risk on its trade receivables. The Group

operates credit control policies to assess customers’ credit ratings and provides for any debt that is identified as non-collectable.

Interest rate risk

The Group’s policy is to hold a mixture of fixed and floating rate debt. When new debt facilities are entered into, the Group

assesses if this should be fixed or floating depending on the specific circumstances at the time. In addition the Group aims

to achieve a spread of maturity dates in order to avoid the concentration of funding requirements at any one time. The ratio

of fixed to floating rate debt and debt maturity profile is kept under review by the Group Chief Financial Officer in

conjunction with the Board.

Liquidity risk

The Group faces liquidity risk on its financial liabilities when they become due for settlement. This is managed through the

Group’s robust cash flow position, where the Group’s objective is to maintain a balance between continuity of funding and

flexibility through the use of overdrafts, loans, facilities and leases as appropriate.

A substantial portion of the Group’s cash balances are managed through cash pooling arrangements to ensure efficient

central management of funds. Funds are place on deposit with secure, highly rated banks, subject to strict counterparty limits.

Capital management

The Group’s objective is to ensure support of the Group’s operations and maximise shareholder value. The Group uses cash

generated from operations to invest organically or to finance acquisitions. The Group manages its capital structure and

makes adjustments to it as required where changes in economic or market conditions are identified. The capital structure

comprises debt and borrowings (see Note 23), cash and cash equivalents (see Note 23) and equity as disclosed in the

Consolidated Statement of Changes in Equity. The Group is not subject to externally imposed capital requirements, other

than financial covenant requirements on external borrowing.

Foreign currency risk

The Group has operations around the world and therefore its Consolidated Statement of Financial Position can be affected

significantly by movements in the rate of exchange between sterling and various other currencies particularly the US dollar

and Euro. The Group seeks to mitigate the effect of this structural currency exposure by borrowing in these currencies

where appropriate while maintaining a low cost of debt. In addition the Group employs net investment hedge accounting

where appropriate to mitigate these exposures, with such hedges being designated in both 2025 and 2024. The loss on net

investment hedges during 2025 included in the Consolidated Statement of Comprehensive Income was £5.3m (2024: £4.7m

gain). This is included within translation reserves in the Consolidated Statement of Changes in Equity (see Note 20).

The Group also has transactional currency exposures principally as a result of trading between Group companies. Such

exposures arise from sales or purchases by an operating unit in currencies other than the unit’s functional currency. The

Group operates a programme to manage this risk on a Group-wide net basis, through the entering into of both forward

contracts and non-deliverable forward contracts with a range of bank counterparties.

Fair values of financial assets and financial liabilities

Fair values of financial assets and liabilities at 31 December 2025 are not materially different from book values due to their

size or the fact that they were at short-term rates of interest. Fair values have been assessed as follows:

•

Derivatives

Forward exchange contracts are marked to market by discounting the future contracted cash flows using readily available

market data.

•

Interest-bearing loans and borrowings

Fair value is calculated based on discounted expected future principal and interest cash flows.

•

Lease liabilities

The fair value is estimated as the present value of future cash flows, discounted at the incremental borrowing rate for

the related geographical location unless the rate implicit in the lease is readily determinable.

•

Trade and other receivables/payables

For receivables/payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value.

The following table compares amounts and fair values of the Group’s financial assets and liabilities:

	2025	2025	2024	2024
	Carrying	Fair	Carrying	Fair
	value	value	value	value
	£m	£m	£m	£m
Financial assets:
Cash and cash equivalents	369.0	369.0	334.2	334.2
Trade, other receivables and contract assets	382.8	382.8	357.0	357.0
Total financial assets	751.8	751.8	691.2	691.2

SpiraxGroupplc Annual Report 2025202

Financial Statements — Notes to the Consolidated Financial Statements continued

25 Derivatives and other financial instruments continued

Fair values of financial assets and financial liabilities continued

	2025	2025	2024	2024
	Carrying	Fair	Carrying	Fair
	value	value	value	value
	£m	£m	£m	£m
Financial liabilities:
Borrowings	804.4	802.0	830.1	822.8
Lease liabilities	90.2	90.2	95.1	95.1
Bank overdrafts	129.3	129.3	100.3	100.3
Trade payables	91.9	91.9	86.0	86.0
Other payables and contract liabilities	45.3	45.3	68.2	68.2
Long-term payables	5.1	5.1	6.2	6.2
Accruals	118.7	118.7	98.9	98.9
Total financial liabilities	1,284.9	1,282.5	1,284.8	1,277.5

There are no other assets or liabilities measured at fair value on a recurring or non-recurring basis for which fair value is disclosed.

Derivative financial instruments are measured at fair value. Fair value of derivative financial instruments is calculated based

on discounted cash flow analysis using appropriate market information for the duration of the instruments.

Financial instruments fair value disclosure

Fair value measurements are classified into three levels, depending on the degree to which the fair value is observable:

•

Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets and liabilities

•

Level 2 fair value measurements are those derived from other observable inputs for the asset or liability

•

Level 3 fair value measurements are those derived from valuation techniques using inputs that are not based on

observable market data

There were no significant differences between the carrying value and the fair value of the Group’s financial assets and

liabilities. The fair value of private placement borrowings is estimated by discounting the future contracted cash flows using

readily available market data and represents a Level 2 measurement in the fair value hierarchy.

The Group considers that the derivative financial instruments also fall into Level 2.

Interest rate risk profile of financial liabilities

The interest rate profile of the financial liabilities of the Group as at 31 December was as follows:

				Financial
		Fixed rate	Floating rate	liabilities on
		financial	financial	which no
	Total	liabilities	liabilities	interest is paid
2025	£m	£m	£m	£m
Euro	683.7	534.4	78.7	70.6
US dollar	299.2	168.1	82.5	48.6
Sterling	205.8	24.6	120.9	60.3
Renminbi	33.5	2.6	—	30.9
Other	62.7	12.7	0.6	49.4
Group total	1,284.9	742.4	282.7	259.8

				Financial
		Fixed rate	Floating rate	liabilities on
		financial	financial	which no
	Total	liabilities	liabilities	interest is paid
2024	£m	£m	£m	£m
Euro	694.7	507.4	120.0	67.3
US dollar	370.8	181.9	127.6	61.3
Sterling	113.3	4.2	47.1	62.0
Renminbi	34.0	1.4	—	32.6
Other	72.0	14.4	0.4	57.2
Group total	1,284.8	709.3	295.1	280.4

SpiraxGroupplc Annual Report 2025 203

Financial Statements

25 Derivatives and other financial instruments continued

Terms and debt repayment schedule

The terms and conditions of outstanding borrowings were as follows:

				2025	2024
		Nominal	Year	Carrying value	Carrying value
	Currency	interest rate	of maturity	£m	£m
Unsecured private placement – $185.0m	$	5.3%	2028	137.2	147.9
Unsecured private placement – €140.0m	€	3.9%	2027	126.1	119.2
Unsecured bank facility*	£	3.8%	2026	120.9	49.2
Unsecured private placement – €125.0m	€	4.2%	2029	109.0	103.5
Unsecured private placement – €120.0m	€	2.4%	2026	105.0	99.6
Unsecured private placement – €110.0m	€	4.4%	2030	95.9	91.0
Unsecured private placement – €90.0m	€	3.9%	2031	78.5	74.5
Unsecured bank facility – €90.0m	€	3.0%	2026	78.5	74.5
Unsecured bank facility – $100.0m	$	4.5%	2028	74.2	119.9
Unsecured bank facility*	$	5.0%	2026	8.2	5.6
Unsecured bank facility*	€	2.9%	2026	0.2	0.1
Unsecured bank facility*	€	2.9%	2025	—	45.4
Total outstanding borrowings				933.7	930.4

* These items relate to bank overdraft facilities which are evaluated annually.

The weighted average interest rate paid during the year was 4.0% (2024: 4.3%).

Interest rate risk profile of financial assets

The interest rate profile of the financial assets of the Group as at 31 December was as follows:

			Floating	Financial assets
		Fixed rate	rate	on which no
		financial	financial	interest is
	Total	assets	assets	earned
2025	£m	£m	£m	£m
Euro	268.8	7.0	109.0	152.8
US dollar	173.5	0.6	71.6	101.3
Sterling	4 7.7	—	19.3	28.4
Renminbi	55.5	5.4	13.5	36.6
Other	206.3	29.4	72.8	104.1
Group total	751.8	42.4	286.2	423.2

			Floating	Financial assets
		Fixed rate	rate	on which no
		financial	financial	interest is
	Total	assets	assets	earned
2024	£m	£m	£m	£m
Euro	221.4	8.6	55.1	157.7
US dollar	203.1	0.3	84.2	118.6
Sterling	44.0	—	1 7.6	26.4
Renminbi	55.7	3.5	11.0	41.2
Other	167.0	6.1	24.8	136.1
Group total	691.2	18.5	192.7	480.0

Financial assets on which no interest is earned comprise trade and other receivables and cash at bank. Floating and fixed

rate financial assets comprise cash at bank or cash placed on deposit.

SpiraxGroupplc Annual Report 2025204

Financial Statements — Notes to the Consolidated Financial Statements continued

25 Derivatives and other financial instruments continued

Currency exposures

As explained on page 202, the Group’s objectives in managing the currency exposures arising from its net investment

overseas (in other words, its structural currency exposures) are to maintain a low cost of debt while partially hedging against

currency fluctuations. All gains and losses arising from these structural currency exposures are recognised in the Consolidated

Statement of Comprehensive Income. In addition the Group employs net investment hedge accounting in order to mitigate

these exposures where appropriate.

Transactional (or non-structural) exposures give rise to net currency gains and losses that are recognised in the

Consolidated Income Statement. Such exposures include the monetary assets and monetary liabilities in the Consolidated

Statement of Financial Position that are not denominated in the operating (or functional) currency of the operating unit involved.

At 31 December 2025 the currency exposure in respect of the Euro was a net monetary liability of £100.6m (2024: £87.6m

net monetary liability) and in respect of the US dollar a net monetary liability of £185.3m (2024: £222.9m net monetary

liability).

At 31 December 2025, the percentage of debt to net assets, excluding debt, was 55% (2024: 57%) for the Euro and 8%

(2024: 8%) for the US dollar.

Maturity of financial liabilities

The Group’s financial liabilities at 31 December mature in the following periods:

	Trade, other
	payables, accruals
	and contract		Lease
	liabilities	Overdrafts	liabilities	Long-term	Total
2025	£m	£m	£m	borrowings	£m
In six months or less, or on demand	254.5	129.3	10.8	120.5	515.1
In more than six months but no more than twelve	1.4	—	10.3	90.7	102.4
In more than one year but no more than two	3.3	—	17.7	286.4	307.4
In more than two years but no more than three	0.7	—	12.0	87.1	99. 8
In more than three years but no more than four	0.6	—	7.8	121.1	129.5
In more than four years but no more than five	0.1	—	6.4	103.2	109.7
In more than five years	0.4	—	45.0	81.9	127.3
Total contractual cash flows	261.0	129.3	110.0	890.9	1,391.2
Consolidated Statement of Financial Position values	261.0	129.3	90.2	804.4	1,284.9

	Trade, other
	payables, accruals
	and contract		Lease
	liabilities	Overdrafts	liabilities	Long-term	Total
2024	£m	£m	£m	borrowings	£m
In six months or less, or on demand	227.0	100.3	9.9	17.4	354.6
In more than six months but no more than twelve	26.1	—	9.3	141.5	176.9
In more than one year but no more than two	3.2	—	16.9	199.8	219.9
In more than two years but no more than three	2.1	—	13.2	285.2	300.5
In more than three years but no more than four	0.4	—	9.2	11.2	20.8
In more than four years but no more than five	—	—	6.6	113.9	120.5
In more than five years	0.5	—	54.9	173.8	229.2
Total contractual cash flows	259.3	100.3	120.0	942.8	1,422.4
Consolidated Statement of Financial Position values	259.3	100.3	95.1	830.1	1,284.8

The Group has not participated in any supplier financing arrangements during 2025 or 2024.

Cash flow hedges

The Group uses forward currency contracts to manage its exposure to movements in foreign exchange rates. The forward

contracts are designated as hedging instruments in a cash flow hedging relationship. At 31 December 2025 the Group had

contracts outstanding to economically hedge or to purchase £32.4m (2024: £35.8m) and €19.4m (2024: €23.3m) with US

dollars, £69.0m (2024: £59.0m) with Euros, £17.1m (2024: £17.2m) and €8.6m (2024: €9.9m) with Chinese renminbi, £7.6m

(2024: £7.9m) and €2.5m (2024: €3.3m) with Korean won, £3.6m (2024: £4.4m) with Singapore dollars and $21.1m (2024:

$14.3m) with Mexican pesos.

The net fair values of these forward currency contracts at 31 December 2025 were an asset of £2.1m (2024: £1.3m liability),

these are included within other current assets and trade and other payables on the Consolidated Statement of Financial

Position. The fair value of cash flow hedges falls into the Level 2 category of the fair value hierarchy in accordance with IFRS

13. The fair value of derivative financial instruments is estimated by discounting the future contracted cash flow using

readily available market data.

The contractual cash flows on forward currency contracts at the reporting date are shown below, classified by maturity.

The cash flows shown are on a gross basis and are not discounted.

SpiraxGroupplc Annual Report 2025 205

Financial Statements

25 Derivatives and other financial instruments continued

Cash flow hedges continued

	Less than	6 to 12	More than
	6 months	months	12 months	Total
2025	£m	£m	£m	£m
Contracted cash in/(out):
Sterling	76.6	53.3	—	129.9
Euro	(27.4)	(15.0)	—	(42.4)
US dollar	(33.3)	(31.2)	—	(64.5)
Other	(18.6)	(16.8)	—	(35.4)
Total contractual cash flows	(2.7)	(9.7)	—	(12.4)

	Less than	6 to 12	More than
	6 months	months	12 months	Total
2024	£m	£m	£m	£m
Contracted cash in/(out):
Sterling	64.1	60.2	—	124.3
Euro	(16.7)	(9.6)	—	(26.3)
US dollar	(36.0)	(32.5)	—	(68.5)
Other	(21.5)	(11.9)	—	(33.4)
Total contractual cash flows	(10.1)	6.2	—	(3.9)

It is anticipated that the cash flows will take place at the same time as the corresponding forward contract matures. At this

time the amount deferred in equity will be reclassified to profit or loss.

All forecast transactions which have been subject to hedge accounting during the year have occurred or are still expected

to occur.

A gain on derivative financial instruments of £2.5m (2024: £2.3m loss) was recognised in the Consolidated Statement of

Comprehensive Income during the period.

As at 31 December 2025 no material ineffectiveness has been recognised in profit or loss arising from hedging foreign

currency transactions.

Borrowing facilities

The Group has various borrowing facilities available to it. The undrawn committed facilities available at 31 December

in respect of which all conditions precedent had been met at that date were as follows:

	2025	2024
	£m	£m
Expiring in one year or less	—	—
Expiring in more than one year but no more than two years	—	—
Expiring in more than two years but no more than three years	—	—
Expiring in more than three years	4 00.0	400.0
Total undrawn committed facilities	400.0	400.0

The undrawn committed borrowing facilities in the above table are in respect of the Group’s £400.0m (2024: £400.0m)

revolving credit facility, of which all conditions precedent had been met. This facility expires in April 2029.

Sensitivity analysis

In managing interest rate and currency risks, the Group aims to reduce the impact of short-term fluctuations on the Group’s

earnings. Over the longer term, however, permanent changes in foreign exchange and interest rates would have an impact

on consolidated earnings.Based on the year-end borrowings of £933.7m (2024: £930.4m), it is estimated that a general

increase of one percentage point in interest rates would decrease the Group’s profit after taxation and equity by

approximately £1.2m (2024: £1.5m).

For the year ended 31 December 2025, it is estimated that a decrease of five percentage points in the value of sterling

weighted in relation to the Group’s profit and trading flows would decrease the Group’s profit before taxation by approximately

£16.5m (2024: decreased by £17.5m). The effect can be very different between years due to the weighting of different

currency movements. Forward exchange contracts have been included in this calculation.

SpiraxGroupplc Annual Report 2025206

Financial Statements — Notes to the Consolidated Financial Statements continued

25 Derivatives and other financial instruments continued

The credit risk profile of trade receivables

The ageing of trade receivables at the reporting date was:

	Gross	Impairment	Net	Gross	Impairment	Net
	2025	2025	2025	2024	2024	2024
	£m	£m	£m	£m	£m	£m
Not past due date	261.8	(0.1)	261.7	250.2	(0.2)	250.0
0–30 days past due date	35.9	—	35.9	36.2	—	36.2
31–90 days past due date	16.9	(0.1)	16.8	16.5	(0.1)	16.4
91 days to one year past due date	10.5	(1.7)	8.8	12.2	(1.0)	11.2
More than one year	7.2	(7.2)	—	7.1	(7.1)	—
Group total	332.3	(9.1)	323.2	322.2	(8.4)	313.8

Other than those disclosed above no other impairment losses on receivables and contract assets arising from contracts with

customers have been recognised. Other than trade receivables there are no financial assets that are passed their due date

at 31 December 2025.

Payment terms across the Group vary depending on the geographic location of each operating company. Payment is

typically due between 20 and 90 days after the invoice is issued.

No contracts with customers contain a significant financing component.

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

	2025	2024
	£m	£m
Balance at 1 January	8.4	10.3
Additional impairment	3.5	4.4
Amounts written off as uncollectable	(1.9)	(1.9)
Amounts recovered	(0.2)	(0.5)
Impairment losses reversed	(0.4)	(3.4)
Exchange differences	(0.3)	(0.5)
Balance at 31 December	9.1	8.4

26 Held for sale

As a result of the Group’s restructuring programme, at the balance sheet date a Steam Thermal Solutions manufacturing site

located in Mexico was deemed to meet the held for sale criteria. It is expected the sale of this asset will complete in the next

12 months. Any gain or loss on disposal is not expected to be material.

SpiraxGroupplc Annual Report 2025 207

Financial Statements

Alternative performance measures

The Group reports under International Financial Reporting Standards (IFRS) and also uses alternative performance measures

where the Board believes that they help to effectively monitor the performance of the Group and that users of the Consolidated

Financial Statements might find them informative. Certain alternative performance measures also form a meaningful element

of Executive Directors’ variable remuneration. Please see the Annual Report on Remuneration 2025 on pages 138 to 146 for

further detail. A definition of the alternative performance measures and a reconciliation to the closest IFRS equivalent are

disclosed below. The term ‘adjusted’ is not defined under IFRS and may therefore not be comparable with similarly titled

measures reported by other companies. Adjusted performance measures are not considered to be a substitute for, or

superior to, IFRS measures.

Adjusted operating profit

Adjusted operating profit excludes items that are considered to be significant, non-recurring in nature and/or quantum

at either a Group or an operating segment level and where treatment as an adjusting item provides all stakeholders with

additional useful information to assess the period-on-period trading performance of the Group. Specific recurring items,

such as the amortisation of acquired intangible assets, are also excluded. The Group excludes such items including those

defined as follows:

•

Amortisation and impairment of acquired intangible assets

•

Costs associated with the acquisition or disposal of businesses

•

Gain or loss on disposal of a subsidiary and/or disposal groups

•

Reversal of acquisition-related fair value adjustments to inventory

•

Changes in deferred and contingent consideration payable on acquisitions

•

Costs associated with a material restructuring programme

•

Material gains or losses on disposal of property

•

Accelerated depreciation, impairment and other related costs on non-recurring, material property redevelopments

•

Material non-recurring pension costs or credits

•

Costs or credits arising from regulatory and litigation matters

•

Other material items which are considered to be non-recurring in nature and/or are not a result of underlying trading

•

Related tax effect on adjusting items above and other tax items which do not form part of the underlying tax rate

A reconciliation between operating profit as reported under IFRS and adjusted operating profit is given below.

2025

£m

2024

£m

OperatingprofitasreportedunderIFRS 265.4 304.6

Restructuring costs 3 7.0 —

Amortisation of acquired intangible assets 34.6 34.1

Asset related impairment 2.9 5.7

Disposal of Associate — (3.2)

Acquisition-related items — (7.3)

Totaladjustingitems 74.5 29.3

Adjustedoperatingprofit 339.9 333.9

SpiraxGroupplc Annual Report 2025208

Financial Statements —Appendix

Alternative performance measures continued

Adjusted earnings per share

2025 2024

ProfitfortheyearattributabletoequityholdersasreportedunderIFRS(£m) 163.4 191.2

Items excluded from adjusted profit (£m) 74.5 29.3

Tax effects on adjusted items (£m) (19.5) (9.5)

Adjustedprofitfortheyearattributabletoequityholders(£m) 218.4 211.0

Weighted average shares (million) 73.7 73.7

Basicadjustedearningspershare 296.3p 286.3p

Diluted weighted average shares (million) 73.9 73.9

Dilutedadjustedearningspershare 295.7p 285.6p

Basic adjusted earnings per share are defined as adjusted profit for the period attributable to equity holders divided by the

weighted average number of shares. Diluted adjusted earnings per share are defined as adjusted profit for the period

attributable to equity holders divided by the diluted weighted average number of shares. Basic and diluted EPS calculated

on an IFRS profit basis are included in Note 9.

Dividend cover

Dividend cover is calculated as adjusted earnings per share divided by dividends per share.

Adjusted cash flow

A reconciliation between net cash from operating activities as reported under IFRS to an adjusted basis is given below.

Adjusted cash from operations is used by the Board to monitor the performance of the Group, this reflects the cash

generation of the underlying business. It is calculated based on the Group’s statutory cash generated from operations and

adjusted for net capital expenditure, adjusting items, tax paid and repayment of principal under lease liabilities.

2025

£m

2024

£m

NetcashfromoperatingactivitiesasreportedunderIFRS 296.2 312.8

Restructuring and acquisition-related costs 22.1 2.4

Net capital expenditure excluding acquired intangibles (64.7) (83.6)

Income tax paid 65. 9 76.5

Repayments of principal under lease liabilities (18.0) (16.6)

Adjustedcashfromoperations 301.5 291.5

The adjusted cash flow is included in the Group Chief Financial Officer’s Review on page 39.

Adjustments to operating profit as reported under IFRS totalled £74.5m (2024: £29.3m), resulting in a net cash outflow

of £22.1m (2024: £7.4m inflow). Cash generated from operations includes restructuring costs of £22.1m (2024: £nil) and

acquisition-related items of £nil (2024: £4.2m inflow). Net cash used in investing activities includes profit on disposal

of businesses of £nil (2024: £3.2m).

Cash conversion

Cash conversion is one of the Group’s key performance indicators used by the Board to monitor the performance of the

Group and measure the successful implementation of the Group’s strategy. It is one of three financial measures on which

Executive Directors’ variable remuneration is based.

Adjusted cash conversion in 2025 is 89% (2024: 87%). Adjusted cash conversion is calculated as adjusted cash from

operations divided by adjusted operating profit. A reconciliation between adjusted cash from operations and net cash from

operating activities as reported under IFRS and also a reconciliation between adjusted operating profit and operating profit

as reported under IFRS are shown above.

Return on invested capital (ROIC) and return on capital employed (ROCE)

The Group distinguishes between invested capital and capital employed when calculating return on capital. Invested capital

represents the total capital invested in the business and is equal to total equity plus net debt and therefore includes the

impact of acquisitions and disposals. Capital employed is invested capital less certain non-current assets and non-current

liabilities and therefore reflects capital that is more operational in nature. Both of these return metrics are used to ensure

a full assessment of business performance.

SpiraxGroupplc Annual Report 2025 209

Financial Statements

Alternative performance measures continued

Return on invested capital (ROIC)

ROIC measures the post-tax return on the total capital invested in the Group. It is calculated as adjusted operating profit after

tax divided by average invested capital. Average invested capital is defined as the average of the closing balance at the

current and prior year ends. Taxation is calculated as adjusted operating profit multiplied by the adjusted effective tax rate.

An analysis of the components is as follows:

2025

£m

2024

£m

Total equity 1,222.3 1,209.2

Net debt including lease liabilities 654.9 691.3

Less: assets classified as held for sale (3.1) —

Totalinvestedcapital 1,874.1 1,900.5

Averageinvestedcapital 1,887.3 1,910.8

Averageinvestedcapital(excludingleases) 1,794.6 1,813.8

Operating profit as reported under IFRS 265.4 304.6

Adjustments (see adjusted operating profit) 74.5 29.3

Adjusted operating profit 339.9 333.9

Taxation (92.8) (88.5)

Adjustedoperatingprofitaftertaxation 247.1 245.4

Adjustedoperatingprofitaftertaxation(excludingleases) 244.8 243.1

Returnoninvestedcapital 13.1% 12.8%

Returnoninvestedcapital(excludingleases) 13.6% 13.4%

Return on capital employed (ROCE)

ROCE measures effective management of fixed assets and working capital relative to the profitability of the Group. It is

calculated as adjusted operating profit divided by average capital employed. Average capital employed is defined as the

average of the closing balance at the current and prior year ends. More information on ROCE can be found in the Group

Chief Financial Officer’s Review on page 40.

An analysis of the components is as follows:

2025

£m

2024

£m

Property, plant and equipment 425.8 433.1

Right-of-use assets 89.8 95.6

Software and development costs 64.9 52.0

Prepayments 2.4 1.8

Inventories 252.4 253.2

Trade receivables 323.2 313.8

Other current assets 86.8 75.1

Tax recoverable 13.1 10.6

Trade, other payables and current provisions (281.8) (268.4)

Current tax payable (30.2) (23.3)

Capitalemployed 946.4 943.5

Averagecapitalemployed 945.0 941.1

Averagecapitalemployed(excludingleases) 852.3 844.1

Operating profit 265.4 304.6

Adjustments (see adjusted operating profit on page 208) 74.5 29.3

Adjustedoperatingprofit 339.9 333.9

Adjustedoperatingprofit(excludingleases) 336.7 330.7

Returnoncapitalemployed 36.0% 35.5%

Returnoncapitalemployed(excludingleases) 39.5% 39.2%

SpiraxGroupplc Annual Report 2025210

Financial Statements —Appendixcontinued

Alternative performance measures continued

Return on capital employed (ROCE) continued

A reconciliation of capital employed to net assets as reported under IFRS and disclosed in the Consolidated Statement

of Financial Position is given below.

2025

£m

2024

£m

Capitalemployed 946.4 943.5

Goodwill and acquired intangibles 994.5 1,038.1

Investment in Associate 3.3 3.3

Assets classified as held for sale 3.1 —

Post-retirement benefits (30.0) (42.5)

Net deferred tax (26.8) (29.4)

Non-current provisions and long-term payables (13.3) (12.5)

Lease liabilities (90.2) (95.1)

Net debt (564.7) (596.2)

NetassetsasreportedunderIFRS 1,222.3 1,209.2

Net debt including lease liabilities

A reconciliation between net debt and net debt including lease liabilities is given below. A breakdown of the balances that

are included within net debt is given within Note 23. Net debt excludes lease liabilities to be consistent with how net debt

is defined for external debt covenant purposes.

2025

£m

2024

£m

Netdebt 564.7 596.2

Lease liabilities 90.2 95.1

Netdebtincludingleaseliabilities 654.9 691.3

Net debt to earnings before interest, tax, depreciation and amortisation (EBITDA)

To assess the size of the net debt balance relative to the size of the earnings for the Group, net debt is analysed as

a proportion of EBITDA. EBITDA is calculated by adding back depreciation and amortisation of owned property, plant

and equipment, software and development costs to adjusted operating profit. Net debt is calculated as cash and cash

equivalents less bank overdrafts and external borrowings (excluding lease liabilities). The net debt to EBITDA ratio

is calculated as follows:

2025

£m

2024

£m

Adjustedoperatingprofit 339.9 333.9

Depreciation and amortisation of property, plant and equipment, software and development costs 46.0 46.3

Profit on disposal of property, plant and equipment (1.1) (3.8)

Earningsbeforeinterest,tax,depreciationandamortisation 384.8 376.4

Net debt 564.7 596.2

NetdebttoEBITDA 1.5 1.6

The components of net debt are disclosed in Note 23.

Organic measures

As a multi-national Group, which trades in many currencies and also acquires and sometimes disposes of companies,

organic performance measures are referred to throughout the Annual Report. These strip out the effects of the movement in

exchange rates and of acquisitions and disposals. The following table also included a line item showing the revenue movements

for Steam Thermal Solutions excluding large projects in China and Korea. The Board believe that these allow users of the

Annual Report to gain a further understanding of how the Group has performed. Exchange translation movements are assessed

by re-translating prior period reported values to current period exchange rates. Exchange transaction impacts on operating

profit are assessed on the basis of transactions being at constant currency between years.

The incremental impact of any acquisitions that occurred in either the current or prior period is excluded from the organic

results of the current period at current period exchange rates. For any disposals that occurred in the current or prior period,

the current period organic results include the difference between the current and prior period financial results only for the

like-for-like period of ownership. No acquisitions or disposals took place in the current or prior year.

The organic percentage movement is calculated as the organic movement divided by the prior period at current period

exchange rates, excluding disposals for the non-like-for-like period of ownership. The organic bps change in adjusted operating

margin is the difference between the current period margin, excluding the incremental impact of acquisitions and the prior

period margin excluding disposals for the non-like-for-like period of ownership at current period exchange rates.

SpiraxGroupplc Annual Report 2025 211

Financial Statements

Alternative performance measures continued

Organic measures continued

A reconciliation of the movement in revenue and adjusted operating profit compared to the prior period is given below.

2024

£m

Exchange

£m

Organic

£m

2025

£m Organic Reported

Revenue

Steam Thermal Solutions 867.9 (23.4) 8.9 853.4 1% (2)%

Electric Thermal Solutions 404.6 (6.2) 42.9 441.3 11% 9%

Watson-Marlow Fluid Technology Solutions 392.7 (6.9) 22.4 408.2 6% 4%

Total 1,665.2 (36.5) 74.2 1,702.9 5% 2%

Steam Thermal Solutions excluding large

projects in China & Korea 755.6 (19.0) 20.8 757.4 3% —

Adjustedoperatingprofit

Steam Thermal Solutions 204.1 (9.2) 5.4 200.3 3% (2)%

Electric Thermal Solutions 64.7 (1.1) 7.7 71.3 12% 10%

Watson-Marlow Fluid Technology Solutions 99.0 (4.2) 12.2 107.0 13% 8%

Corporate (33.9) — (4.8) (38.7)

Total 333.9 (14.5) 20.5 339.9 6% 2%

Adjustedoperatingmargin 20.1% 20.0% 30bps (10)bps

The term ‘sales’ is used interchangeably with ‘revenue’ when describing the financial performance of the business. Margin

is calculated as the organic increase in adjusted operating profit divided by the organic increase in revenue.

Large projects are sales funded from customers’ capital expenditure budgets.

Analysis by operating segment

2025

Revenue

£m

Adjusted

operating

profit

£m

Adjusted

operating

margin

Steam Thermal Solutions 853.4 200.3 23.5%

Electric Thermal Solutions 441.3 71.3 16.2%

Watson-Marlow Fluid Technology Solutions 408.2 107.0 26.2%

Corporate — (38.7)

Total 1,702.9 339.9 20.0%

Net financing expense (38.3)

Share of loss of Associate (0.6)

Adjustedprofitbeforetaxation 301.0

2024

Revenue

£m

Adjusted

operating

profit

£m

Adjusted

operating

margin

Steam Thermal Solutions 867.9 204.1 23.5%

Electric Thermal Solutions 404.6 64.7 16.0%

Watson-Marlow Fluid Technology Solutions 392.7 99.0 25.2%

Corporate — (33.9)

Total 1,665.2 333.9 20.1%

Net financing expense (43.7)

Share of loss of Associate (2.0)

Adjustedprofitbeforetaxation 288.2

SpiraxGroupplc Annual Report 2025212

Financial Statements —Appendixcontinued

Alternative performance measures continued

Operating costs

2025

Adjusted

£m

2025

Adjustments

£m

2025

Total

£m

2024

Adjusted

£m

2024

Adjustments

£m

2024

Total

£m

Cost of inventories recognised as an expense 394.6 — 394.6 396.5 — 396.5

Staff costs (Note 4) 669.3 — 669.3 643.2 — 643.2

Depreciation, amortisation and impairment 64.7 3 7.5 102.2 63.9 39.8 103.7

Other operating charges 234.4 3 7.0 271.4 227.7 (10.5) 217.2

Totaloperatingcosts 1,363.0 74.5 1,437.5 1,331.3 29.3 1,360.6

Total depreciation, amortisation and impairment includes amortisation of acquired intangible assets of £34.6m (2024: £34.1m)

and £2.9m of asset impairment in relation to the Group restructuring programme (2024: £nil). In the previous period it included

an impairment of Watson-Marlow Fluid Technology Solutions of £5.7m.

Total other operating charges include Group restructuring costs of £37.0m (2024: £nil). In the previous period, other

operating charges included a acquisition-related item credit of £7.3m relating to the acquisitions of Vulcanic and Durex and

a £3.2m profit on the disposal of Kyoto Group, an associate investment.

The reconciliation for each operating segment for adjusting items is analysed below:

2025

Amortisation

ofacquired

intangibles

£m

Restructuring

costs

£m

Assetrelated

impairment

£m

Total

£m

Steam Thermal Solutions (6.0) (24.3) (2.2) (32.5)

Electric Thermal Solutions (25.5) (4.7) (0.7) (30.9)

Watson-Marlow Fluid Technology Solutions (3.1) (7.0) — (10.1)

Corporate — (1.0) — (1.0)

Total (34.6) (37.0) (2.9) (74.5)

2024

Amortisation

of acquired

intangibles

£m

Asset related

impairment

£m

Disposal of

Associate

£m

Acquisition-

related items

£m

Total

£m

Steam Thermal Solutions (5.2) — — — (5.2)

Electric Thermal Solutions (25.9) — — 7.3 (18.6)

Watson-Marlow Fluid Technology Solutions (3.0) (5.7) — — (8.7)

Corporate — — 3.2 — 3.2

Total (34.1) (5.7) 3.2 7.3 (29.3)

SpiraxGroupplc Annual Report 2025 213

Financial Statements

Alternative performance measures continued

Tax on adjusting items

2025

Adjusted

£m

2025

Adjustments

£m

2025

Total

£m

2024

Adjusted

£m

2024

Adjustments

£m

2024

Total

£m

Analysisofchargeinyear

UK corporation tax:

Current tax on income for the year 8.9 (1.5) 7.4 7.7 — 7.7

Adjustments in respect of prior years 0.3 — 0.3 (0.3) — (0.3)

9.2 (1.5) 7.7 7. 4 — 7.4

Foreign tax:

Current tax on income for the year 71.6 (8.4) 63.2 71.8 (3.7) 68.1

Adjustments in respect of prior years (1.3) — (1.3) (0.7) — (0.7)

70.3 (8.4) 61.9 71.1 (3.7) 67.4

Total current tax charge/(credit) 79.5 (9.9) 69.6 78.5 (3.7) 74.8

UK deferred tax:

Origination and reversal of timing differences 2.0 (3.8) (1.8) (2.6) (0.7) (3.3)

Adjustment in respect of prior years (1.3) — (1.3) (0.3) — (0.3)

0.7 (3.8) (3.1) (2.9) (0.7) (3.6)

Foreign deferred tax:

Origination and reversal of timing differences 4.3 (5.8) (1.5) 0.4 (3.6) (3.2)

Adjustment in respect of prior years (2.1) — (2.1) 1.0 (1.5) (0.5)

2.2 (5.8) (3.6) 1.4 (5.1) (3.7)

Total deferred tax credit 2.9 (9.6) (6.7) (1.5) (5.8) (7.3)

Taxonprofitonordinaryactivities 82.4 (19.5) 62.9 77.0 (9.5) 67. 5

Reconciliation of effective tax rate

2025

Adjusted

£m

2025

Adjustments

£m

2025

Total

£m

2024

Adjusted

£m

2024

Adjustments

£m

2024

Total

£m

Profitbeforetaxation 301.5 (75.0) 226.5 290.1 (31.2) 258.9

Expected tax at blended rate 79.2 (19.7) 59.5 76.4 (7.2) 69.2

Increased withholding tax on overseas dividends 7.0 — 7.0 6.8 — 6.8

Non-deductible expenditure and incentives 1.5 0.4 1.9 (1.6) (0.6) (2.2)

Over provided in prior years (4.4) — (4.4) (0.3) (1.5) (1.8)

Other reconciling items (0.9) (0.2) (1.1) (4.3) (0.2) (4.5)

TotaltaxinConsolidatedIncomeStatement 82.4 (19.5) 62.9 7 7.0 (9.5) 67.5

Effectivetaxrate 27.3% 26.0% 27.8% 26.5% 30.4% 26.1%

Adjustments include adjusting items and share of loss of Associate.

The effective tax rate on an adjusted profits basis is calculated as a percentage of profit before both tax and share of loss

of Associate.

SpiraxGroupplc Annual Report 2025214

Financial Statements —Appendixcontinued

Company Statement of Financial Position

at 31 December 2025

Notes

2025

£m

2024

£m

Assets

Non-currentassets

Property, plant and equipment 12 21.8 23.4

Loans to subsidiaries 3, 9 — 99.3

Investment in subsidiaries 2 804.1 759.5

Deferred tax assets 6 1 5.9 14.5

Post-retirement benefits 7 0.7 1.2

842.5 897.9

Currentassets

Loans to subsidiaries 3, 9 105.0 0.4

Due from subsidiaries 9 32.1 53.0

Other current assets 4 5.3 4.5

Taxation recoverable 6.3 2.5

Cash and cash equivalents 33.4 10.1

182.1 70.5

Totalassets 1,024.6 968.4

Equityandliabilities

Currentliabilities

Trade and other payables 5 10.5 10.3

Due to subsidiaries 9 92.3 99.0

Current portion of long-term borrowings 10 105.0 0.3

Short-term borrowings 120.9 49.2

Current tax payable 2.1 1.2

330.8 160.0

Netcurrentliabilities (148.7) (89.5)

Non-currentliabilities

Long-term borrowings 10 — 99.3

Deferred tax liabilities 6 0.2 0.2

Due to subsidiaries 9 6.1 6.3

6.3 105.8

Totalliabilities 337.1 265.8

Netassets 687.5 702.6

Equity

Share capital 8 19.9 19.8

Share premium account 92.3 92.0

Other reserves 8 31.0 20.9

Retained earnings 544.3 569.9

Totalequity 687.5 702.6

Totalequityandliabilities 1,024.6 968.4

The loss before dividends received was £28.2m (2024: £25.1m). Dividends from subsidiary undertakings of £126.4m

(2024: £129.2m) are excluded from this amount. Total profit recognised during the year was £98.2m (2024: £104.1m).

These Company Financial Statements of Spirax Group plc, company number 00596337, were approved by the Board of

Directors and authorised for issue on 9 March 2026 and signed on its behalf by:

N.B.Patel  L.S.Burdett

Director Director

SpiraxGroupplc Annual Report 2025 215

Financial Statements

Financial Statements —CompanyFinancialStatements

Company Statement of Changes in Equity

for the year ended 31 December 2025

capital

£m

premium

account

£m

Other

reserves

£m

Retained

earnings

£m

Total

equity

£m

Balanceat1January2025 19.8 92.0 20.8 570.0 702.6

Profit for the year — — — 98.2 98.2

Other comprehensive income:

Gain on cash flow hedges net of tax — — 2.5 — 2.5

Remeasurement loss on post-retirement benefits — — — (0.2) (0.2)

Deferred tax on remeasurement loss on post-retirement benefits — — — 0.1 0.1

Totalothercomprehensiveincomefortheyear — — 2.5 (0.1) 2.4

Totalcomprehensiveincomefortheyear — — 2.5 98.1 100.6

Contributions by and distributions to owners of the Company:

Dividends paid — — — (122.5) (122.5)

Equity settled share plans net of tax — — — (1.3) (1.3)

Issue of share capital 0.1 0.3 — — 0.4

Employee Benefit Trust shares — — 4.8 — 4 .8

Investment in subsidiaries in relation to share options granted — — 2.9 — 2.9

Balanceat31December2025 19.9 92.3 31.0 544.3 687.5

for the year ended 31 December 2024

capital

£m

premium

account

£m

Other

reserves

£m

Retained

earnings

£m

Total

equity

£m

Balanceat1January2024 19.8 90.1 14.7 593.5 718.1

Profit for the year — — — 104.1 104.1

Other comprehensive income:

Cash flow hedges net of tax — — (2.3) — (2.3)

Remeasurement loss on post-retirement benefits — — — (4.1) (4.1)

Deferred tax on remeasurement loss on post-retirement benefits — — — 1.0 1.0

Totalothercomprehensiveincomefortheyear — — (2.3) (3.1) (5.4)

Totalcomprehensiveincomefortheyear — — (2.3) 101.0 98.7

Contributions by and distributions to owners of the Company:

Dividends paid — — — (119.0) (119.0)

Equity settled share plans net of tax — — — (5.5) (5.5)

Issue of share capital — 1.9 — — 1.9

Employee Benefit Trust shares — — 7.7 — 7.7

Investment in subsidiaries in relation to share options granted — — 0.7 — 0.7

Balanceat31December2024 19.8 92.0 20.8 570.0 702.6

Other reserves represent the Company’s share-based payments, cash flow hedges, capital redemption and Employee

Benefit Trust reserves (see Note 8).

The Notes on pages 217 to 222 form an integral part of the Company Financial Statements.

SpiraxGroupplc Annual Report 2025216

Financial Statements —CompanyFinancialStatementscontinued

1 Accounting policies

Spirax Group plc (the Company) is a public limited company incorporated and domiciled in England, United Kingdom

(registration number 00596337) and is limited by shares. The Company is the ultimate parent of Spirax Group and is

included in the Consolidated Financial Statements of Spirax Group. The Company’s principal activity is to manage corporate

costs and activities. The registered address of the Company is Charlton House, Cirencester Road, Cheltenham,

Gloucestershire, United Kingdom, GL53 8ER.

The Company meets the definition of a qualifying entity under FRS 100. The separate Company Financial Statements are

presented as required by the Companies Act 2006 and have been prepared on the historical cost and Going Concern basis,

and in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. As permitted by FRS 101, the

Company has applied the exemptions available in respect of the following:

•

Share-based payments

•

Financial instruments

•

A Cash Flow Statement and related notes

•

Disclosures in respect of capital management

•

The effects of new but not yet effective IFRSs

•

Disclosures in respect of the compensation of key management personnel

•

International tax reform – Pillar Two model rules

Under Section 408 of the Companies Act 2006, the Company is exempt from the requirement to present its own Income

Statement. As permitted by the audit fee disclosure regulations, disclosure of non-audit fees information is not included in

respect of the Company.

The Company’s accounting policies are the same as those set out in Note 1 of the Consolidated Financial Statements, except

as noted below.

The Directors have concluded that no critical judgements or key sources of estimation uncertainty have been made in the

process of applying the Company’s accounting policies.

Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.

Loans to or from other Group undertakings and all other payables and receivables are initially recorded at fair value, which

is generally the proceeds received. They are then subsequently carried at amortised cost.

2 Investments in subsidiaries

2025

£m

2024

£m

Cost:

At 1 January 759.5 758.8

Additional investment in subsidiaries 41.7 —

Share options issued to subsidiary company employees 2.9 0.7

At31December 804.1 759.5

Investments are stated at cost less provisions for any impairment in value.

Details relating to subsidiary undertakings are given on pages 223 to 228. Except where stated, all classes of shares were

100% owned by the Group at 31 December 2025. The country of incorporation of the principal Group companies is the same

as the country of operation with the exception of companies operating in the United Kingdom which are incorporated in

Great Britain. All operate in the thermal solutions (steam and electrical) and fluid technologies markets, except those

companies identified as a holding company on pages 223 to 228.

During the year, the Company increased its investment in Spirax-Sarco Investments Limited by £38.0m in connection with

the refinancing of intra-group funding arrangements. The Company also invested £3.7m in a new subsidiary, Spirax-Sarco

Engineering Limited, which will hold and manage certain Group digital assets.

SpiraxGroupplc Annual Report 2025 217

Financial Statements

Financial Statements —NotestotheCompanyFinancialStatements

3 Loans to subsidiaries

2025

£m

2024

£m

Cost:

At 1 January 99.7 104.4

Interest 2.7 2.5

Repayments (2.7) (2.5)

Exchange adjustment 5.3 (4.7)

At31December 105.0 99.7

The terms and conditions of loans to subsidiaries at 31 December 2025 were as follows:

Currency

Nominal

interestrate

Yearof

maturity

2025

£m

2024

£m

Spirax-Sarco Overseas Limited € 2.4% 2026 105.0 99.7

Total loans to subsidiaries 105.0 99.7

Due within one year 105.0 0.4

Due after more than one year — 99.3

4 Other current assets

2025

£m

2024

£m

Prepayments and other receivables 2.4 4.5

Derivative assets 2.9 —

Totalothercurrentassets 5.3 4.5

5 Trade and other payables

2025

£m

2024

£m

Accruals 9.7 9.0

Derivative liabilities 0.8 1.3

Totaltradeandotherpayables 10.5 10.3

6 Deferred tax assets and liabilities

Movement in deferred tax during the year 2025

1January

2025

£m

Recognised

inincome

£m

Recognised

inOCI

£m

31December

2025

£m

Other temporary differences 14 .6 2 .0 (0.7) 15.9

Pensions liability (0.3) — 0.1 (0.2)

Netdeferredtax 14.3 2.0 (0.6) 15.7

Movement in deferred tax during the year 2024

1 January

2024

£m

Recognised

in income

£m

Recognised

in OCI

£m

31 December

2024

£m

Other temporary differences 9.3 4.5 0.8 14.6

Pensions liability (1.3) — 1.0 (0.3)

Netdeferredtax 8.0 4.5 1.8 14.3

Deferred tax assets and liabilities arising in the same tax jurisdiction have been offset where there is a legally enforceable

right to set off current tax assets and liabilities, and the deferred tax assets and liabilities relate to taxes levied by the same

taxation authority. Below is the analysis of the deferred tax balances after the offset.

2025

£m

2024

£m

Deferred tax asset 15. 9 14.5

Deferred tax liability (0.2) (0.2)

Netdeferredtaxasset 15.7 14.3

SpiraxGroupplc Annual Report 2025218

Financial Statements —NotestotheCompanyFinancialStatementscontinued

7 Employee benefits

Pension plans

The disclosures shown here are in respect of the Company’s defined benefit obligations. Other plans operated by the

Company were defined contribution plans.

The total expense relating to the Company’s defined contribution pension plans in the current year was £1.0m (2024: £1.2m).

At 31 December 2025 the mortality assumptions in respect of the Company defined benefit scheme follows 84%/87% (male/

female) of SAPS 3 light normal, CMI 2024 future improvements, 1.0% long-term trend, smoothing factor of 7 and half-life

parameter of 0.5. At 31 December 2024, the mortality assumptions in respect of the Company defined benefit scheme

follows 84%/87% (male/female) of SAPS 3 light normal, CMI 2023 future improvements, 1.0% long-term trend, smoothing

factor of 7 and weights parameter of 100%.

Assumptions are reviewed annually with reference to scheme-specific experience and externally published statistics.

The financial assumptions used at 31 December were:

Weighted average

assumptions used to define

the benefit obligations

2025

2024

Rate of increase in pensions 2.7 3.0

Rate of price inflation 2.8 3.2

Discount rate 5.5 5.4

The assumptions used by the actuary are the best estimates chosen from a range of possible actuarial assumptions, which

due to the timescale covered, may not necessarily be borne out in practice.

Fair value of scheme assets:

2025

£m

2024

£m

Cash and cash equivalents 0.7 1.2

Insurance contracts 32.5 33.5

Totalmarketvalueinaggregate 33.2 34.7

The plan assets are primarily held in buy-in policies.

The actual return on plan assets was a gain of £1.8m (2024: a loss of £4.6m).

The amounts recognised in the Company Statement of Financial Position are determined as follows:

2025

£m

2024

£m

Fair value of scheme’s assets 33.2 34.7

Present value of funded scheme’s liabilities (32.5) (33.5)

Retirement benefit asset recognised in the Company Statement of Financial Position 0.7 1.2

Related deferred tax (0.2) (0.3)

Netpensionasset 0.5 0.9

The movements in the defined benefit obligation (DBO) recognised in the Company Statement of Financial Position during the

year were:

2025

£m

2024

£m

Defined benefit obligation at beginning of year (33.5) (37.2)

Interest cost (1.7) (1.6)

Remeasurement gain 0.2 2.1

Experience (loss)/gain (0.4) 0.2

Actual benefit payments 2.9 3.0

Definedbenefitobligationatendofyear (32.5) (33.5)

SpiraxGroupplc Annual Report 2025 219

Financial Statements

7 Employee benefits continued

Pension plans continued

The movements in the fair value of plan assets during the year were:

2025

£m

2024

£m

Value of assets at beginning of year 34.7 42.7

Expected return on assets 1.8 1.8

Remeasurement loss — (6.4)

Administration costs (0.4) (0.4)

Actual benefit payments (2.9) (3.0)

Valueofassetsatendofyear 33.2 34.7

The estimated employer contributions to be made in 2026 are £nil.

The history of experience adjustments is as follows:

2025

£m

2024

£m

2023

£m

2022

£m

2021

£m

Defined benefit obligation at end of year (32.5) (33.5) (37.2) (38.6) (55.2)

Fair value of scheme’s assets 33.2 34.7 42.7 42.5 60.3

Retirement benefit recognised in the Company Statement of Financial Position 0.7 1.2 5.5 3.9 5.1

Experience adjustment on scheme’s liabilities (0.4) 0.2 0.1 0.9 3.5

As a percentage of scheme’s liabilities 1.4% 0.6% 0.3% 2.3% 6.3%

Experience adjustment on scheme’s assets — (6.4) 1.3 (16.1) 2.4

As a percentage of scheme’s assets — 18.4% 3.0% 37.9% 4.0%

The expense recognised in the Company Income Statement was as follows:

2025

£m

2024

£m

Administration cost (0.4) (0.4)

Net interest on scheme’s assets and liabilities 0.1 0.2

TotalexpenserecognisedinIncomeStatement (0.3) (0.2)

Statement of Comprehensive Income (OCI):

2025

£m

2024

£m

Remeasurement effects recognised in OCI:

Due to experience on DBO (0.4) 0.2

Due to demographic assumption changes in DBO (0.5) 0.1

Due to financial assumption changes in DBO 0.7 2.0

Return on assets — (6.4)

Total remeasurement loss recognised in OCI (0.2) (4.1)

Deferred tax on remeasurement amount recognised in OCI 0.1 1.0

Cumulative loss recognised in OCI at beginning of year (13.4) (10.3)

CumulativelossrecognisedinOCIatendofyear (13.5) (13.4)

Sensitivity analysis

The effect on the defined benefit obligation at 31 December 2025 of an increase or decrease in key assumptions is as follows:

Increase/(decrease)inpensiondefinedbenefitobligation £m

Discount rate assumption being 1.00% higher (2.3)

Discount rate assumption being 1.00% lower 2.5

Inflation assumption being 1.00% higher 1.8

Inflation assumption being 1.00% lower (1.7)

Mortality assumption life expectancy at age 65 being one year higher 1.1

The above sensitivities reflect reasonable possible changes in the assumptions and therefore have been selected on this basis.

SpiraxGroupplc Annual Report 2025220

Financial Statements —NotestotheCompanyFinancialStatementscontinued

7 Employee benefits continued

Share-based payments

Disclosures of the share-based payments offered to employees of the Company are set out below. The description and

operation of each scheme is the same as outlined in the Group disclosure.

The relevant disclosures in respect of the Performance Share Plan grants are as follows:

2021

Grant

2022

Grant

2023

Grant

2024

Grant

2025

Grant

Grant date 4 May 14 March 13 March 21 March 25March

Mid-market share price at grant date 11,770.0p 11,910.0p 10,880.0p 10,377p 6,738p

Number of employees 15 13 15 16 17

Shares under scheme 45,815 42,573 52,259 66,713 89,464

Vesting period 3 years 3 years 3 years 3 years 3years

Probability of vesting 73.9% 76.1% 81.2% 79.7% 7 7.8%

Fair value 8,698.0p 9,057.6p 8,829.1p 8,273.6p 5,240.1p

8 Called-up share capital and reserves

2025

£m

2024

£m

Ordinary shares of 26 12/13p (2024: 26 12/13p) each

Allotted, called up and fully paid 73,776,048 (2024: 73,776,048) 19.9 19.8

21,871 (2024: 49,244) shares with a nominal value of £5,888 (2024: £13,258) were issued in connection with the Group’s

Employee Share Ownership Plan with external consideration of £nil (2024: £1.9m) received by the Company. During the

year, 6,115 shares were repatriated and immediately sold with external consideration of £0.3m (2024: £nil) received by the

Company.

No shares were purchased into an Employee Benefit Trust (EBT) during either year. At 31 December 2025 30,167 shares

(2024: 72,250) were held in an Employee Benefit Trust and available for use in connection with the Group’s Employee Share

Schemes. 17 senior employees of the Company have been granted options on ordinary shares under the Performance Share

Plan (Note 7).

Other reserves in the Company Statement of Changes in Equity on page 216 are made up as follows:

1January

2025

£m

Change

inyear

£m

31December

2025

£m

Share-based payments reserve 28.3 2.9 31.2

Cash flow hedges reserve (1.0) 2.5 1.5

Capital redemption reserve 1.8 — 1.8

Employee Benefit Trust reserve (8.3) 4.8 (3.5)

Totalotherreserves 20.8 10.2 31.0

1 January

2024

£m

Change

in year

£m

31 December

2024

£m

Share-based payments reserve 27.6 0.7 28.3

Cash flow hedges reserve 1.3 (2.3) (1.0)

Capital redemption reserve 1.8 — 1.8

Employee Benefit Trust reserve (16.0) 7.7 (8.3)

Totalotherreserves 14.7 6.1 20.8

Share-based payments reserve

This reserve records the Company’s share-based payment charge that is recognised in reserves.

Cash flow hedges reserve

This reserve records the Company’s cumulative net change in the fair value of forward exchange contracts where they are

designated as effective cash flow hedge relationships.

Capital redemption reserve

This reserve records the historical repurchase of the Company’s own shares.

Employee Benefit Trust reserve

The Company has an Employee Benefit Trust which is used to purchase, hold and issue shares in connection with the

Group’s Employee Share Schemes. The shares held in Trust are recorded in this separate reserve.

SpiraxGroupplc Annual Report 2025 221

Financial Statements

9 Related party transactions

2025

£m

2024

£m

Dividends received from subsidiaries 126.4 129.2

Current loans due from subsidiaries at 31 December 105.0 0.4

Non-current loans due from subsidiaries at 31 December — 99.3

Current amounts due from subsidiaries at 31 December 32.1 53.0

Current amounts due to subsidiaries at 31 December 92.3 99.0

Non-current amounts due to subsidiaries at 31 December 6.1 6.3

Amounts due to and from Group undertakings are unsecured and have various repayment terms depending on the loan

agreement. All loans owed to/from Group undertakings are formalised arrangements on an arm’s length basis.

10 Financial instruments

The terms and conditions of outstanding loans at 31 December 2025 are as follows:

Currency

Nominal

interestrate

Yearof

maturity

Carrying

value

£m

Unsecured private placement – €120m € 2.4% 2026 105.0

Totaloutstandingloans 105.0

Current portion of long-term borrowings due before 31 December 2026 105.0

Long-term borrowings payable after 31 December 2026 —

Totaloutstandingloans 105.0

Currency

Nominal

interest rate

Year of

maturity

Carrying

value

£m

Unsecured private placement – €120m € 2.4% 2026 99.7

Totaloutstandingloans 99.7

Current portion of long-term borrowings due before 31 December 2025 0.4

Long-term borrowings payable after 31 December 2025 99.3

Totaloutstandingloans 99.7

The Company has undrawn committed borrowing facilities in respect of a £400.0m revolving credit facility, of which all

conditions precedent had been met. This facility expires in April 2029.

The Company participates in a number of Group cash pooling arrangements. The sterling zero balance account pool, for

which the Company holds the header account, is presented gross within cash and cash equivalents or short-term

borrowings, with the accounts relating to subsidiaries being shown within amounts due to or from subsidiaries.

11 Staff costs and numbers

The aggregate payroll costs of persons employed by the Company were as follows:

2025

£m

2024

£m

Wages and salaries 24.9 21.0

Social security costs 3.3 2.0

Pension costs 1.0 1.6

Totalpayrollcosts 29.2 24.6

The average number of employees of the Company during the year was 162 (2024: 140). All employees are classified within

the administrative category.

12 Other information

Dividends

Dividends paid by the Company are disclosed in Note 10 of the Consolidated Financial Statements.

Property, plant and equipment

The Company holds freehold property with a cost of £26.9m (2024: £27.3m), accumulated depreciation of £5.1m (2024: £3.9m)

and a net book value of £21.8m (2024: £23.4m).

Directors’ remuneration

The remuneration of the Directors of the Company is shown in the Annual Report on Remuneration 2025 on pages 138 to 146.

Auditor’s remuneration

Auditor’s remuneration in respect of the Company’s annual audit has been disclosed on a consolidated basis in the

Consolidated Financial Statements in Note 6 as required by Section 494(4)(a) of the Companies Act 2006.

SpiraxGroupplc Annual Report 2025222

Financial Statements —NotestotheCompanyFinancialStatementscontinued

In accordance with Section 409 of the Companies Act 2006, a full list of related undertakings as at 31 December 2025 is

disclosed below.

Steam Thermal Solutions – EMEA

Country/Territory Companyname Registeredofficeaddress

Belgium Spirax Sarco NV Industriepark 5, B-9052 Zwijnaarde, Belgium

Czech Republic Spirax Sarco spol sro Prazska 1455, 102 00 Praha, Hostivar, Czech Republic

Egypt Spirax Sarco Egypt LLC 19 Farid Street, Heliopolis, Cairo, Egypt

Spirax Sarco Energy Solutions LLC (H) 19 Farid Street, Heliopolis, Cairo, Egypt

Finland Spirax Oy Niittytie 25 A 24, 01300 Vantaa, Helsinki, Finland

France Spirax Sarco SAS Zone Industrielle des Bruyères 8 Avenue le Verrier, 78190 Trappes, France

Spirax-Sarco France HoldCo SAS (H) 23 Route de Château-Thierry, 02200 Noyant-et-Aconin, Soissons, France

Gestra France SAS Zone Industrielle des Bruyères, 8 Avenue Le Verrier 78190 Trappes, France

Spirax Sarco North and West Africa SAS Zone Industrielle des Bruyères, 8 Avenue Le Verrier, 78190 Trappes, France

Germany Spirax Sarco GmbH Regelapparate Reichenaustr. 210, 78467 Konstanz, Germany

Spirax-Sarco Germany Holdings GmbH (H) Reichenaustr. 210, 78467, Konstanz, Germany

Gestra AG Muenchener Str. 77, 28215, Bremen, Germany

Gestra HoldCo GmbH (H) Muenchener Str. 77, 28215, Bremen, Germany

Hungary Spirax-Sarco Kft 1103 Budapest Koér utca 2/A, Hungary

Italy Spirax Sarco Srl Via Per Cinisello 18, 20834 Nova Milanese, Italy

Italgestra Srl Via Per Cinisello 18, 20834 Nova Milanese, Italy

Kenya Spirax Sarco East Africa Limited Clifton Park, Mombasa Road, Nairobi, Kenya

Morocco Spirax Sarco Maghreb Secteur 3, Lot 146, Rue Arfoud, Bureaux 5 et 6, commerce 2-12000 Temara, Morocco

Netherlands Spirax-Sarco Netherlands BV Industrieweg 130A, 3044 AT, Rotterdam, Netherlands

Spirax-Sarco Engineering BV (H) Industrieweg 130A, 3044 AT, Rotterdam, Netherlands

Spirax-Sarco Investments BV (H) Industrieweg 130A, 3044 AT, Rotterdam, Netherlands

Spirax-Sarco Netherlands Holdings

Coöperative WA (H)

Sluisstraat 7, 7491 GA Delden, Delden, Netherlands

Norway Spirax Sarco AS Vestvollveien 14A, N-2019 Skedsmokorset, Norway

Poland Spirax Sarco Sp Zoo Jutrzenki 98, 02-230, Warszawa, Poland

Gestra Polonia Sp Zoo ul Ku Ujściu 19, PL 80-172, Gdansk, Poland

Portugal Spirax Sarco Equipamentos Ind Lda Rua Quinta do Pinheiro, No 8 and 8A, 2794-058 Carnaxide, Portugal

Gestra Portugal, Lda Avenida Dr Antunes Guimaraes, Numero 1159, Porto 4100-082, Portugal

Romania Spirax-Sarco SRL 2-4 Traian Street, Cluj-Napoca Municipality, Cluj County, Romania

South Africa Spirax Sarco Investments (Pty) Limited (H) Corner Brine Avenue and Horn Street, Chloorkop Ext 23, Gauteng 1624, South Africa

Spirax Sarco South Africa (Pty) Limited Corner Brine Avenue and Horn Street, Chloorkop Ext 23, Gauteng 1624, South Africa

Spain Spirax-Sarco SAU C/ Sant Josep, 130 08980 Sant Feliu de Llobregat, Barcelona, Spain

Spirax-Sarco Engineering SLU (H) C/ Sant Josep, 130 08980 Sant Feliu de Llobregat, Barcelona, Spain

Gestra Espanloa SA Calle Luis Cabrera 86-88, 28002, Madrid, Spain

Sweden Spirax Sarco AB Evenemansgatan 40, 169 56 Solna, Sweden

Switzerland Spirax Sarco AG Gustav-Maurer-Strasse 9, 8702 Zollikon, Switzerland

Turkey Spirax Sarco Valf Sanayi ve Ticaret A.S Serifali Mevkii, Edep Sok No 27, 34775 Yukari Dudullu – Ümraniye, Istanbul, Turkey

United Arab Emirates Spirax Sarco Trading LLC 38-0, R338 Um Hurair Second, Dubai, United Arab Emirates

United Kingdom Spirax-Sarco Limited* Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Spirax-Sarco America Limited (H) Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Spirax-Sarco America Investments

Limited* (H)

Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Spirax-Sarco Engineering Limited Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Spirax-Sarco Investments Limited* (H) Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Spirax-Sarco Overseas Limited* (H) Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Spirax UK Pension Trustees Limited Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Gestra Holdings Limited* (H) Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Gestra UK Limited Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Cotopaxi Limited Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Key: * Direct subsidiary owned by Spirax Group plc (H) Holding company

SpiraxGroupplc Annual Report 2025 223

Financial Statements

Financial Statements —OurGlobalOperations

Steam Thermal Solutions – Asia Pacific

Country/Territory Companyname Registeredofficeaddress

Australia Spirax Sarco Pty Limited 14 Forge St., Blacktown, NSW 2148, Australia

China Spirax Sarco Company Limited 6F-3, No. 12, Lane 270, Sec. 3, Pei Shen Road, Shen Keng District, New Taipei

City 22205, Taiwan, Greater China Zone

Cotopaxi Energy Technology Development

(Beijing) Co. Ltd

Room 506, Unit 101 Floor 2-7, Building No. 1, 3 Chuangda Road, Chaoyang

District, Beijing, China 100102

Spirax-Sarco Engineering (China) Limited No 800 XinJun Ring Road, Pujiang Hi Tech Park, Shanghai, China

Spirax Sarco Hong Kong Company Limited Unit 1507, 15th Floor, Prosperity Center, 25 Chin Yip Street, Kwun Tong,

Kowloon, Hong Kong, Greater China Zone

Spirax Sarco Trading (Shanghai) Co Limited No 800 XinJun Ring Road, Pujiang Hi Tech Park, Shanghai, China

Gestra (Shanghai) Fluid Control

Technology Co Limited

Room 333 3rd Floor of 4th Area Building 1, No.2001 North Yanggao Road

China (Shanghai) Free Trade Pilot Zone, Shanghai, China

India Spirax-Sarco India Private Limited Plot No. 6, Central Avenue, Mahindra World City, Chengalpattu Taluk,

Kancheepuram District 603004, India

Indonesia PT Spirax Sarco Indonesia Kawasan Infinia Park Blok C-99, Jl. Dr Sahardjo No. 45, Manggarai Tebet,

Jakarta Selatan 12850, Indonesia

Japan Spirax Sarco Godo Gaisha 261-0025, 2-37 Hamada, Mihama-ku, Chiba, Japan

Malaysia Gestra Steam Solutions Sdn Bhd 18 Tidak Melebihi Baru Ditubuhkan, Malaysia

Spirax-Sarco Sdn Bhd No 10, Temasya 18, Jalan Pelukis U1/46A, 40150 Shah Alam, Selangor, Malaysia

New Zealand Spirax Sarco Limited 6 Nandina Avenue, East Tamaki, Auckland 2013, New Zealand

Philippines Spirax-Sarco Philippines Inc 2308 Natividad Building, Chino Roces Avenue Extension, Makati City, Philippines

Singapore Spirax Sarco Pte Limited 21 Changi South Avenue 2, #01-01 Singapore 486630, Singapore

Spirax-Sarco APAC Investments Pte Limited 21 Changi South Avenue 2, #01-01 Singapore 486630, Singapore

Gestra Singapore Private Limited 21 Changi South Avenue 2, #01-01 Singapore 486630, Singapore

South Korea Spirax Sarco Korea Limited Steam People House, 99 Sadangro 30gil, Dongjak-gu, Seoul, Republic

of Korea

Thailand Spirax Sarco (Thailand) Limited 38 Krungthepkreeta Road, Khlong Song Ton Nun, Lat Krabang, Bangkok

10520, Thailand

Vietnam Spirax Sarco Vietnam Co Limited 4th Floor, 180 Nguyen Van Troi Street, Ward 8, Phu Nhuan District, Ho Chi

Minh City, Vietnam

Steam Thermal Solutions – Americas

Country/Territory Companyname Registeredofficeaddress

Argentina Spirax Sarco SA Av. del Libertador 498, 12th Floor, Buenos Aires C1001ABR, Argentina

Brazil Spirax Sarco Ind e Com Limiteda Avenida Manoel Lages do Chão, 268, Bairro Portão, Cotia, São Paulo,

06705-050, Brazil

Hiter Controls Engenharia Limiteda Avenida Manoel Lages do Chão, 268, Bairro Portão, Cotia, São Paulo,

06705-050, Brazil

Canada Spirax Sarco Canada Limited 383 Applewood Crescent, Concord, ON L4K 4J3, Canada

Chile Spirax-Sarco Chile Limiteda Las Garzas 930, Galpón E, Quilicura, Santiago de Chile, Chile

Inversiones Spirax-Sarco Chile Limiteda (H) Las Garzas 930, Galpón D, Quilicura, Santiago de Chile, Chile

Colombia Spirax Sarco Colombia SAS Carretera Panamericana No 3-150, Jamundi, Valle del Cauca, Cali, Colombia

Mexico Spirax Sarco Mexicana, SAPI DE CV Boulevard Alianza 30B, Parque Industrial CPA, Ciénega de Flores Nuevo León,

CP 65550, Mexico

Peru Spirax Sarco Peru SAC Av. Guillermo Dansey 2124, Lima, Lima, Peru

United States Spirax Sarco Inc 1209 Orange Street, Wilmington, DE 19801, United States

Sarco International Corp (H) 1209 Orange Street, Wilmington, DE 19801, United States

Spirax Sarco Investments, Inc (H) 251 Little Falls Drive, Wilmington, DE 19808-1674, United States

Gestra USA, Inc 1209 Orange Street, Wilmington, DE 19801, United States

Key: * Direct subsidiary owned by Spirax Group plc (H) Holding company

SpiraxGroupplc Annual Report 2025224

Financial Statements —OurGlobalOperationscontinued

Electric Thermal Solutions

Country/Territory Companyname Registeredofficeaddress

Australia Vulcanic TEE Pty Limited 7 Buckman Cl, Toormina NSW 2452, Australia

Belgium Vulcanic SA Uitbreidingstraat 60-62, 2600 Berchem, Belgium

Brazil Chromalox Engenharia Limiteda Avenida Manoel Lages do Chão, 268, Bairro Portão, Cotia, São Paulo,

06705-050, Brazil

Canada Canadian Heat Acquisition Corp (H) 7051 68th Ave NW, Edmonton, Alberta, T6B 3E3, Canada

China Chromalox Precision Heat Control

(Shanghai) Co Limited

88 Taigu Road, Suite A2, 4th Floor – Fenggu Building, Shanghai, 200131, China

Chromalox Precision Heat Control

(Suzhou) Co Limited

T02, No 1801, Pangjin Road, Pangjin Industrial Park, Wujiang, Suzhou,

215200, China

France Constructions Electro-Thermiques

D’Alsace SAS

42 Rue des Aviateurs, 67500 Haguenau, France

Etirex SAS 23 Route de Château Thierry, Noyant-et-Aconin, Soissons, Cedex,

F 02203, France

Loreme SAS 12 Rue des Potiers d’Etain, 57070 Metz, France

RS Isolec SAS 45 Avenue des Acacias, 45120 Cepoy, France

Thermocoax Developpement SAS 40 Boulevard Henri Sellier, 92150 Suresnes, France

Thermocoax SAS Usine de Planquivon, Athis-de-l’Orne, 61430 Athis-Val de Rouvre, France

Vulcanic Assets SAS (H) 48 Rue Louis Ampère, 93330 Neuilly-sur-Marne, France

Vulcanic Group Holding SAS (H) 48 Rue Louis Ampère, 93330 Neuilly-sur-Marne, France

Vulcanic SAS 48 Rue Louis Ampère, 93330 Neuilly-sur-Marne, France

Germany Chromalox Isopad GmbH Englerstraße 11, 69126 Heidelberg, Germany

Vulcanic GmbH Donaustraße 21, 63452 Hanau, Germany

Vulcanic Triatherm GmbH Flurstraße 9, 96515 Sonneberg, Germany

India Chromalox India Precision Heat and

Control Private Limited

1st Floor, 6 Unicom House, A-3 Commercial Complex, New Delhi, Janakpuri,

110058, India

Mexico ELW Industrial S. de R. L. de C.V. Carretera Nacional, K.M. 8.5, Modulo Industrial de America, Lote #5, Nuevo

Laredo, Tamaulipas, 88277, Mexico

Singapore Chromalox Precision Heat and Control

(Singapore) Pte Limited

No 11 Woodlands Close, #05-34, Singapore, 737854, Singapore

Spain Vulcanic Termoelectrica SLU Carretera de Viernoles no.32, 39300 Torrelavega, Cantabria, Spain

RSI Spain SLU 5 Avenida Nogent, Montornes del Valle, Barcelona

Thailand Chromalox (Asia Pacific) Limited 383/2, The Village Business Centre, Unit D16-A, Moo 12, Sukhumvit Road,

Nongprue, Banglamung, Chon Buri, 20151, Thailand

United Arab

Emirates

Chromalox Gulf DWC, LLC PO Box 390012, Office No: E-2-0226, Business Park, Dubai Aviation City,

United Arab Emirates

United Kingdom Chromalox (UK) Limited AMP House, 2nd Floor, Dingwall Road, Croydon, Surrey CR0 2LX, United Kingdom

Thermocoax UK Limited Tower House, Lucy Tower Street, Lincoln LN1 1XW, United Kingdom

Vulcanic UK Limited Windward Barn, Honningham Thorpe Business Park Norwich Road, Colton,

Norwich NR9 5BZ, United Kingdom

United States 190 Detroit Street, LLC 2280 Hicks Rd., STE 500 Rolling Meadows, IL 60008, United States

305 Cary Point, LLC 190 Detroit Street, Cary, IL 60013, United States

325 Cary Point, LLC 190 Detroit Street, Cary, IL 60013, United States

Cary Detroit, LLC 190 Detroit Street, Cary, IL 60013, United States

Chromalox, Inc. 2711 Centerville Rd., Suite 400, Wilmington, DE 19808, United States

Durex HoldCo Corp (H) 1209 Orange Street, Wilmington, DE 19801, United States

Durex International, LLC 251 Little Falls Drive, Wilmington, DE 19808-1674, United States

Heat Acquisition Corp (H) 2711 Centerville Rd., Suite 400, Wilmington, DE 19808, United States

Thermocoax, Inc 1209 Orange Street, Wilmington, DE 19801, United States

Key: * Direct subsidiary owned by Spirax Group plc (H) Holding company

SpiraxGroupplc Annual Report 2025 225

Financial Statements

Watson-Marlow Fluid Technology Solutions

Country/Territory Companyname Registeredofficeaddress

Australia Watson-Marlow Pty Limited 5 Hexham Place, Wetherill Park, NSW 2164, Australia

Austria Watson-Marlow Austria GmbH Rathaus Viertel 3/1 OG/TOP 311, Guntramsdorf A 2353, Wien, Austria

Belgium Watson-Marlow NV Industriepark 5, B-9052 Zwijnaarde, Belgium

Brazil Watson-Marlow Bredel Ind e Com de

Bombas Limiteda

Alameda Oceania, 63, Polo Empresarial Tamboré, Santana de Parnaiba,

São Paulo, CEP 06543-308, Brazil

Canada Watson-Marlow Canada Inc 383 Applewood Crescent, Concord, ON L4K 4J3, Canada

Chile Watson-Marlow Bombas Chile Limiteda Las Garzas 930, Galpón E, Quilicura, Santiago de Chile, Chile

China Shanghai Watson-Marlow Limited Building 23, No. 3879, Dongchuan Road, Minhang District, Shanghai,

China 200245

Watson-Marlow Co Limited No.9 Lane 270 Sec. Beishen Road, Shenkeng District, New Taipei City 222,

Taiwan, Greater China Zone

Colombia Watson-Marlow Colombia SAS Carretera Panamericana No 3-150, Jamundi, Valle del Cauca, Cali, Colombia

Czech Republic Watson-Marlow sro Pražská 1455/18a, 102 00 Praha 10, Czech Republic

Denmark Watson-Marlow Flexicon A/S Frejasvej 2, 4100 Ringsted, Denmark

Finland Watson-Marlow Finland Oy Niittytie 25 A 24, 01300 Vantaa, Helsinki, Finland

France Watson-Marlow SAS 9 Route De Galluis, Zi Les Croix, 78940 La Queue Lez Yvelines, France

Germany Watson-Marlow GmbH Kurt-Alder-Str. 1, 41569 Rommerskirchen, Germany

Hungary Watson-Marlow Kft Lajos ucta 30, Budapest 1023, Hungary

India Watson-Marlow India Private Limited Mahalaxmi Icon, S. No. 132/2A-3A, Near Sai HP Petrol Pump, Pune-Mumbai

Bypass Road, Tathawade, Pune, Maharashtra, 411 033, India

Ireland Watson-Marlow Limited Unit 1013, Gateway Business Park, New Mallow Rd., Cork, Ireland

Italy Watson-Marlow Srl Via Padana Superiore 74/D, 25080 Mazzano, Brescia, Italy

Japan Watson-Marlow Co Limited 4-23-21 Ukima Kita-ku, Tokyo 115-0051, Japan

Malaysia Watson-Marlow SDN BHD 6th Floor, Akademi Etiqa No. 23 Jalan Melaka, 50100 Kuala Lumpur W.P., Malaysia

Mexico Watson-Marlow S de RL de CV Boulevard Alianza 30B, Parque Industrial CPA, Ciénega de Flores Nuevo León,

CP 65550, Mexico

Netherlands Watson-Marlow BV Oslo 9 – 11, 2993LD Barendrecht, Netherlands

Watson-Marlow Bredel BV Sluisstraat 7, 7491 GA, Delden, Netherlands

Watson-Marlow Bredel Holdings BV (H) Sluisstraat 7, 7491 GA, Delden, Netherlands

New Zealand Watson-Marlow Limited Unit B, 6 Polaris Place, East Tamaki, Auckland 2013, New Zealand

Norway Watson-Marlow Norge AS Vestvollveien 14A, 2019 Skedsmokorset, Norway

Philippines Watson-Marlow Inc Unit 704 Coherco Financial Tower, Madrigal Business Park, Ayala Alabang,

1780 Metro Manila, Philippines

Poland Watson-Marlow Sp Zoo Al. Jerzego Waszyngtona 146, 04-076 Warszawa, Poland

Singapore Watson-Marlow Pte Limited Block 4010 Ang Mo Kio Industrial Park 1, #06-01/02, Singapore 569626

South Africa Watson-Marlow Bredel SA (Pty) Limited Unit 6 Cradleview Industrial Park, Cnr Beyers Naude Drive and Johan Street,

Laser Park, South Africa

Spain Watson-Marlow SLU Tuset, 20 3 – 08006, Barcelona, Spain

Sweden W-M Alitea AB Hammarby Fabriksväg 29-31, SE-120 30 Stockholm, Sweden

Switzerland Watson-Marlow AG Gustav-Maurer-Strasse 9, 8702 Zollikon

United Arab Emirates Watson-Marlow FZCO Office Number FZJOA2005, Jafza One, Jebel Ali Free Zone, Dubai,

United Arab Emirates

United Kingdom Aflex Hose Limited Dyson Wood Way, Bradley, Huddersfield HD2 1GZ, United Kingdom

BioPure Technology Limited Bickland Water Road, Falmouth, Cornwall TR11 4RU, United Kingdom

Watson-Marlow Limited* Bickland Water Road, Falmouth, Cornwall TR11 4RU, United Kingdom

United States Watson-Marlow America Manufacturing Inc 37 Upton Drive, Wilmington, MA 01887, United States

Watson-Marlow Inc 37 Upton Technology Park, Wilmington, MA 01887, United States

Watson-Marlow Flow Smart Inc 1675 South State St., Suite B, Dover, DE 19901, United States

Key: * Direct subsidiary owned by Spirax Group plc (H) Holding company

SpiraxGroupplc Annual Report 2025226

Financial Statements —OurGlobalOperationscontinued

Dormant companies

Country/Territory Companyname Registeredofficeaddress

Canada Canadian Heat Holding Corp 6600-100 King Street W., 1 First Canadian Place, Toronto,

Ontario M5X 1B6, Canada

France Heat Holding France SAS 23 Route de Château-Thierry, 02200 Noyant-et-Aconin, Soissons, France

Hong Kong Chromalox Hong Kong Holdings

Limited (H)

33/F, Shui On Centre, Nos 6-8 Harbour Road, Wanchai, Hong Kong

United Kingdom Gervase Instruments Limited* Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Heat Holding (UK) Limited Lansdowne Building, 2 Lansdowne Road, Croydon CR9 2ER, United Kingdom

SARCO Limited* Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Sarco Thermostats Limited Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Spirax Manufacturing Company Limited Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Spirax-Sarco Europe Limited* Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

Spirax-Sarco International Limited* Charlton House, Cirencester Road, Cheltenham, Gloucestershire GL53 8ER,

United Kingdom

United States Heat Asset Acquisition Corp 251 Little Falls Drive, Wilmington, DE 19808-1674, United States

Mexican Heat Holding Corp c/o RA PO Box 20380, Carson City, Nevada 89706, United States

Mexican Heat Holding, LLC 160 Greentree Dr., Suite 101, Dover, Delaware 19904, United States

Ogden Manufacturing Co 2711 Centerville Rd., Suite 400, Wilmington, DE 19808, United States

Key: * Direct subsidiary owned by Spirax Group plc (H) Holding company

The global operations listed on pages 223 to 227 are registered companies. All shares unless otherwise indicated are

ordinary shares.

In addition to these operations, there are a number of other operating units, including an Associate company; a company

that is part owned with a third-party trust; branches of STS or WMFTS companies; and several WMFTS companies that

operate via STS Business companies. The Spirax Group Education Fund, established in 2021, is not included in the

Consolidated Financial Statements as under IFRS 10 the Group does not have control of this fund.

Details of these operations can be found on page 228.

SpiraxGroupplc Annual Report 2025 227

Financial Statements

Notes

1. All subsidiaries in the tables on pages 223 to 227 are indirect

subsidiaries of Spirax Group plc, unless indicated*. All subsidiaries

listed are ultimately 100% owned by the Group, except as follows:

Company %ownedbytheGroup

Spirax Sarco Energy Solutions LLC, 98.992%

Spirax Sarco Korea Ltd 98.7%

Spirax-Sarco Philippines Inc 99.9994%

Spirax Sarco Services SA PTY Limited 48.5%. (51.5% is owned

by a third-party trust,

The Tomorrow Trust).

The Group has control of

the company and exposure,

or rights, to variable returns

from this investment in

the investee.

Spirax Sarco (Thailand) Ltd 99.995%

2. In addition to the subsidiaries in the tables on pages 223 to 227, the

Group has the following operations:

 SteamThermalSolutions:

Country Operatingasabranchof

Cambodia Spirax Sarco Pte Limited, Singapore

Denmark Spirax-Sarco Limited, UK

Ghana Spirax-Sarco Limited, UK

Greece Spirax-Sarco Limited, UK

Ireland Spirax-Sarco Limited, UK

Pakistan Spirax-Sarco Limited, UK

Saudi Arabia Spirax-Sarco Limited, UK

Slovakia Spirax Sarco Spol. s.r.o.

Sri Lanka Spirax-Sarco India Private Limited, India

Tanzania Spirax-Sarco Limited, UK

Uganda Spirax-Sarco Limited, UK

Zambia Spirax Sarco South Africa (Pty) Limited,

South Africa

Watson-MarlowFluidTechnologySolutions:

Country Operatingasabranchof

Serbia Watson-Marlow Austria GmbH

Operatingvia

Argentina Spirax Sarco SA, Argentina

China Spirax-Sarco Engineering (China) Limited

Indonesia PT Spirax-Sarco Indonesia

South Korea Spirax Sarco Korea Limited

Thailand Spirax Sarco (Thailand) Limited

Vietnam Spirax Sarco Vietnam Co Limited

3. UK registered subsidiaries exempt from audit:

Companyname Companynumber

BioPure Technology Limited 03665190

Chromalox (UK) Limited 04325451

Cotopaxi Limited 07038605

Gestra UK Limited 10639879

Spirax-Sarco America Limited 07829847

Spirax-Sarco Investments Limited 00100995

Spirax-Sarco Overseas Limited 01472201

Gestra Holdings Limited 11612492

Spirax-Sarco America Investments Limited 11639451

Heat Holding (UK) Limited 04325456

Aflex Hose Limited 01088141

Vulcanic UK Limited 07194498

The companies listed above qualify to take the statutory audit exemption

as set out within Section 479A of the Companies Act 2006 for the period

ended 31 December 2025. Spirax Group plc will guarantee the debts and

liabilities of the companies claiming the statutory audit exemption in

accordance with Section 479C of the Companies Act 2006.

4. Spirax Group plc indirectly holds 12% of the Ordinary shares of

Sustainable Process Heat GmbH (registered office: Zur Kaule 1,

51491 Overath, Germany) via Spirax-Sarco Germany Holdings GmbH.

This complete list of our global operations, including subsidiaries, forms part of the audited Company Financial Statements.

For more information see Note 2 in the Company Financial Statements.

SpiraxGroupplc Annual Report 2025228

Financial Statements —OurGlobalOperationscontinued

Company Secretary and registered office

Céline Barroche

Group General Counsel and Company Secretary

Spirax Group plc

Charlton House

Cirencester Road

Cheltenham

Gloucestershire

GL53 8ER

Tel:+44(0)1242535000

Email: group.legal@spiraxgroup.com

Web: spiraxgroup.com

Registered Number

00596337

Legal Entity Identifier Code

213800WFVZQMHOZP2W17

Auditor

DeloitteLLP

Financial advisers

Rothschild

JPMorganSecuritiesplc(JPMorganCazenove)

Financial PR

Teneo

Bankers

BarclaysBankPLC

BNPParibasS.A

Citibank, N.A

HSBCBankPLC

Crédit Industriel et Commercial S.A

INGBank,N.V.

UniCredit Bank AG

WellsFargoBank,N.A.

Corporate brokers

JPMorganSecuritiesplc(JPMorganCazenove)

MorganStanley&Co.Internationalplc

Solicitors

Baker&McKenzieLLP

Registrars

TheCompany’sRegistrarisEquinitiLimited.

Enquiriesrelatingtotheadministrationofshareholdings

should be directed to:

Equiniti

Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA

Telephone:+44(0)3713842349

(ifcallingfromoutsidetheUK,pleaseensurethe

countrycodeisused)

Manyanswerstofrequentlyaskedquestionscanbe

foundonline.UsetheQRcodetoregisterforfreeat

www.shareview.co.uk

FINANCIAL CALENDAR

Annual General Meeting

13May2026

2026 Half Year Results

11August2026

Final dividend*

Ordinarysharesquotedex-dividend 23April2026

Recorddateforfinaldividend  24April2026

Finaldividendpayable   22May2026

* SubjecttoshareholderapprovalattheAGM

SpiraxGroup’scommitmenttoenvironmentalstewardshipisreflected

inthisAnnualReport,whichhasbeenprintedonRevive100Silk,

whichis100%post-consumerrecycled,FSC

certifiedandtotally

chlorinefree(TCF)paper.PrintedintheUKbyParkCommunications

usingvegetable-basedinks,with99%ofdrywastebeingdiverted

fromlandfill.TheprinterisaCarbonNeutral

company. Both the mill

andtheprinterarecertifiedtoISO14001(EnvironmentalManagement

System)andISO9001(QualityManagementSystem).

CBP035201

Producedby

Spirax Group and

Design Portfolio

Corporate Information

Corporate Information — Officers and advisers

Spirax Group plc

Charlton House

Cirencester Road

Cheltenham

Gloucestershire

GL53 8ER

spiraxgroup.com

Spirax Group plc Annual Report 2025