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EXPERTS IN FLUID
CONVEYANCE
AND THERMAL
MANAGEMENT
ANNUAL REPORT & ACCOUNTS 2025
EXPERTS IN FLUID CONVEYANCE
AND THERMAL MANAGEMENT
SENIOR PLC IS A SPECIALISED ENGINEERING COMPANY
THAT DESIGNS, ENGINEERS AND MANUFACTURES
HIGH PERFORMANCE, MISSION CRITICAL COMPONENTS
USED IN EXTREME ENVIRONMENTS
MULTI-DECADE EXPERTISE IN ENGINEERING
AND MANUFACTURING BELLOWS, DUCTING,
HOSES AND EXPANSION JOINTS
OUR FOCUSED EXPERTISE HELPS ENGINEER THE
TRANSITION TO A SUSTAINABLE WORLD FOR THE
BENEFIT OF ALL OUR STAKEHOLDERS
Strategic Report
1 Financial and Non-financial
Highlights
2 Senior at a Glance
4 Investment Proposition
6 Chair’s Statement
8 Group Chief Executive
Officer’sStatement
11 Our Strategic Framework
12 Business Model
14 Market Overview
16 Technology
20 Strategic Progress
24 Stakeholder Engagement
30 Key Performance Indicators
32 Divisional Reviews
32 Aerospace
35 Flexonics
38 Financial Review
44 Sustainability Review
56 Risks and Uncertainties
66 TCFD
70 Viability Statement
71 Non-financial and Sustainability
Information Statement
Governance
73 Chair’s Governance Letter
74 Board of Directors
77 Executive Leadership Team
78 Board at a Glance
79 Board Leadership and
Company Purpose
84 Division of Responsibilities
86 Composition, Succession
andEvaluation
86 Nominations Committee
Report
92 Audit Committee Report
100 Remuneration Committee
Report
100 Chair’s Annual Statement
102 2025 Remuneration Report
ataGl anc e
103 Remuneration Report:
Policy
107 Annual Report on
Remuneration
117 Report of the Directors
119 Statement of Directors’
Responsibilities
120 Independent Auditor’s Report
to the Members of Senior plc
Financial Statements
130 Consolidated Income
Statement
131 Consolidated Statement
ofComprehensive Income
132 Consolidated Balance Sheet
133 Consolidated Statement
ofChanges in Equity
134 Consolidated Cash Flow
Statement
135 Notes to the Consolidated
Financial Statements
179 Company Balance Sheet
180 Company Statement
ofChangesin Equity
181 Notes to the Company
FinancialStatements
186 Group Undertakings
188 Five-year Summary
Additional Information
190 Additional Shareholder
Information
11
Achieving global FCTM leadership
24
Collaboration for mutual
success
CEO discusses Senior’s
growth opportunity
https://www.investis-live.com/
senior-plc/
72
Our governance provides
effective oversight and
direction
Latest presentations
Can be found at:
https://www.seniorplc.com/investors/
presentations.aspx
77
The right experience and
skills to deliver
Our website
All of the latest information on
Senior plc:
https://www.seniorplc.com/
16
Meeting market needs with IP-rich,
innovative technologies
2025 HIGHLIGHTS
Financial highlights
Continuing Group
Non-financial highlights
REVENUE
£738.2m
+ 4%
PROFIT BEFORE TAX
£34.1m
-9%
CDP (CLIMATE DISCLOSURE
PROJECT)
A
2024 – A Leadership rating
“Implementing best practices”
WASTE RECYCLED
92.4%
+ 1.3%
2024 – 91.1%
TOTAL SCOPE 1 AND 2 CARBON
DIOXIDE EMISSIONS (TONNES CO
2
EQUIVALENT EMITTED)
34,870 tonnes
– 3,368 tonnes
2024 – 38,238 tonnes
ETHICS – PERCENTAGE OF
EMPLOYEES WHO COMPLETED
ANNUAL CODE OF CONDUCT
TRAINING
96%
+ 0%
2024 – 96%
LOST TIME INJURY RATE
(PER100EMPLOYEES)
0.30
2024 – 0.19
WOMEN IN LEADERSHIP –
BOARDOF DIRECTORS
44%
- 12%
2024 – 56%
WOMEN IN LEADERSHIP –
EXECUTIVE COMMITTEE
38%
+ 0%
2024 – 38%
DIVIDEND PER SHARE
3.00p
+ 25%
ADJUSTED EARNINGS PER SHARE
3
9.65p
+ 9%
FREE CASH FLOW
5
£35.8m
+ 37%
BASIC EARNINGS PER SHARE
3
6.60p
-18%
CASH CONVERSION
6
90%
+ 400bps
NET DEBT
5
£117.3m
- £112.3m
ADJUSTED OPERATING MARGIN
1
8.6%
+ 110bps
ADJUSTED PROFIT BEFORETAX
2
£51.2m
+ 21%
RETURN ON CAPITAL EMPLOYED
4
13.1%
+140bps
2025
2024 £707.4
m
£738.2m
2025
2024 7.5
%
8.6%
2025
2024
£42.2m
£
51.2m
2025
2024 8.86
p
9.65p
2025
2024 8.01
p
6.60p
2025
2024 11.7
%
13.1%
2025
2024
£37.4m
£
34.1m
2025
2024
£26.1m
£
35.8m
2025
2024 86
%
90%
2025
2024
£229.6m
£117.3m
2025
2024 2.40
p
3.00p
Adjusted operating profit and adjusted profit before tax are stated before £1.6m amortisation of intangible
assets from acquisitions (2024 – £1.6m), £2.4m site relocation costs (2024 – £3.5m), £5.0m restructuring
costs (2024 – £nil) and £7.3m pension benefit clarifications (2024 – £nil). Adjusted profit before tax is
alsostated before costs associated with corporate undertakings of £0.8m (2024 – £1.4m net income).
Areconciliation of adjusted operating profit to operating profit is shown in Note 9.
(1) Adjusted operating margin is the ratio of adjusted operating profit to revenue.
(2) A reconciliation of adjusted profit before tax to profit before tax is shown in Note 9.
(3) A reconciliation of adjusted earnings per share to basic earnings per share is shown inNote12.
(4) See page 31 for the derivation of return on capital employed.
(5) See Notes 31b and 31c for the derivation of free cash flow and of net debt respectively.
(6) Cash conversion is operating cash flow divided by adjusted operating profit. Operating cash flow is
netcash from operating activities after investment in capital expenditure and excludes adjusting items,
butbefore interest and tax.
The following measures are used for the purpose of assessing covenant compliance for the Group’s
borrowing facilities:
a) EBITDA is adjusted profit before tax and before interest, depreciation, amortisation and profit or loss on
sale of property, plant and equipment. It also excludes EBITDA from businesses which have been disposed
and includes EBITDA for businesses acquired and it is based on frozen GAAP (pre-IFRS 16). EBITDA for the
12-month period ending December 2025 was £85.7m.
b) Net debt is defined in Note 31, however for covenant purposes it is based on frozen GAAP (pre-IFRS 16)
and as required by the covenant definition, it is restated using 12-month average exchange rates.
c) Interest is adjusted finance costs and finance income before net finance income of retirement benefits.
Italso excludes interest from businesses which have been disposed and it is based on frozen GAAP
(pre-IFRS 16).
d) The definition of adjusted items in the Condensed Consolidated Income Statement is included in Note 9.
The US Dollar exchange rate applied in the translation of revenue, profit and cash flow items ataverage
rates for 2025 was $1.31 (2024 – $1.28). The US Dollar exchange rate applied tothebalance sheet at
31 December 2025 was $1.34 (31 December 2024 – $1.25).
Cautionary statement
The Annual Report & Accounts 2025 contains certain forward-looking statements Suchstatements
aremade by the Directors in good faith based on the information available tothem at the date of this
Reportandthey should be treated with caution due to the inherent uncertainties underlying any such
forward-looking statements.
1 Senior plc Annual Report and Accounts 2025
Strategic report Governance report Financials statements Additional information
SENIOR AT A GLANCE
Experts in Fluid Conveyance and
Thermal Management
We have a global footprint operating
inprimary home markets and cost-
competitive locations. Our technical
expertise and product differentiation
ingrowth markets drive value creation.
What we doOur Purpose
How we deliver
We help engineer the transition to a sustainable world
for the benefit of all our stakeholders. We do this by:
Technology expertise
Utilising our technology expertise in Fluid Conveyance and
Thermal Management (FCTM) to provide safe and innovative
products for demanding applications in some of the most
hostileenvironments.
Customer transition
Enabling our customers, who operate in some of the hardest
todecarbonise sectors, to transition to low-carbon and clean
energy solutions.
Climate action
Staying at the forefront of climate disclosure and action by
ensuring our own operations achieve our Net Zero commitments.
We serve as a trusted strategic supplier and partner
toblue-chip customers, supported by valuable
intellectual property and our cost-competitive
manufacturing footprint.
We build long-term trusted relationships with customers
Our engineering expertise enables us to solve complex
challenges presented by our customers
We develop proprietary IP solutions
We collaborate with customers on design and engineering
We leverage our cost-competitive manufacturing footprint
Our global marketing teams ensure we go to market as
onecompany
Our customers’
challenge
Our customers require
the mission critical
movement of fluids and
gases within hazardous
environments, where
pressure and
temperature vary
widely.
A strategic FCTM focus
Our FCTM components
and systems ensure
thesafe movement of
fluids and gases and
effectively handle
thermal challenges,
often in extreme
environments,
throughout the life of
the platform or asset.
Highly engineered,
differentiated products
We design and
manufacture the
products – bellows,
ducting, hoses and
expansion joints –
required to achieve
thisprocess.
Applications across
aerospace and flexonics
We serve a wide
rangeof end markets
including aerospace &
defence, land vehicles,
power & energy,
medical, and
semiconductor
equipment.
Hydromechanical triple bellows assembly used in a commercial aeroengine
fuel control system, providing precise linearity between the bellows to
control critical fuel metering for optimised engine performance.
Strategic report Governance report Financials statements Additional information
2 Senior plc Annual Report and Accounts 2025
S
e
n
i
o
r
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c
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t
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o
n
Rest of the world
China
SF Upeca (Tianjin),
JV (Wuhan)
India
SF New Delhi
South Africa
SF Cape Town
Europe
UK – SA Bird Bellows,
SA BWT (incorporating
SA Thermal Engineering)
Senior Innovation Centre,
SF Lymington Precision,
Rickmansworth HO
Germany – SF Kassel
Czechia – SF Czech
France – SA Calorstat
(incorporatingSA Ermeto)
Canada
SF Canada
Mexico
SA Mexico (part of SSP)
SF Mexico (part of Bartlett)
Continuing Operations:
North America
USA
California – SA SSP,
SA Spencer, SA Steico
Texas – SF Pathway
Maine – (part of Pathway)
Illinois – SF Bartlett
Wisconsin – SF GA
Massachusetts – SA Metal
Bellows
We maintain a global footprint and operate in
primary home markets and cost-competitive
locations
Design centres
Manufacturing sites
Autonomous and collaborative approach
Collaboration unlocks synergies across our Group
We design and develop new products which improve efficiency and extend
lifespan. Our solutions share common features across various applications,
opening up opportunities in diverse markets.
Civil Aerospace
Defence
Adjacent Markets
Land Vehicle
Power & Energy
Industrial
We leverage existing customer relationships to develop cross-divisional
opportunities and generate commercial synergies.
Find out more on our markets on page 14
Where we are
Strategic report Governance report Financials statements Additional information
3 Senior plc Annual Report and Accounts 2025
INVESTMENT PROPOSITION
A differentiated business
withstrong fundamentals
We are a trusted and collaborative
high-value-added engineering,
manufacturing and technology
company.
Reasons to invest
Differentiated
products
Differentiated
products
supported by
design-rich
Intellectual
Property and
technical
expertise.
Attractive markets
Strong positions
inresilient and
attractive markets.
Customer
relationships
Deep customer
relationships with
high barriers
toentry.
Operational
excellence
Senior Operating
System (SOS)
driving operational
excellence and
efficiency.
Global footprint
Established cost
competitive global
footprint.
Financial strength
Balance sheet
strength,
enhanced profit
and cash
generation
supports
investment and
shareholder
returns.
Flexible exhaust connector from Senior Innovation Centre
Strategic report Governance report Financials statements Additional information
4 Senior plc Annual Report and Accounts 2025
Acquisition of Senior Aerospace
Spencer in 2022
Our enablers
Capital allocation
Capital deployment to enhance returns
Capital allocation:
Organic growth
Objective:
Outgrow end markets,
improve cost efficiency
How:
Invest 2% to 3% of
revenue into R&D, Capex/
depreciation of 1.1x
Capital allocation:
Dividends
Objective:
Continue progressive
dividend policy
How:
Maintain earnings cover
of 2.5x to 3.5x
Capital allocation:
Leverage
Objective:
Maintain strong
BalanceSheet
How:
Target net debt /
EBITDA of 0.5x to 1.5x
Value accretive bolt-on M&A
Maintain disciplined approach to portfolio bolt-ons
Optionality for investment in growth
and shareholder returns
Focus areas
Fluid Conveyance and Thermal Management
Leadership in attractive end market
Highly engineered products for customers
Engineering and design expertise (with IP)
Owner-managed or FCTM businesses owned
bytrade or privately
Synergies
Leverage global customer relationships to expand
andaccelerate sales growth
Utilise Senior’s operating systems to improve
manufacturing capability
Leverage Senior’s global footprint and supply
chainexpertise
Return of capital
Return excess cash
to shareholders
Value accretive bolt-on M&A
Executing disciplined
bolt-onM&A to add value
totheGroup
Axial swage fittings from Senior Aerospace Spencer
Strategic report Governance report Financials statements Additional information
5 Senior plc Annual Report and Accounts 2025
2025 marks a pivotal point for Senior
characterised by the execution of the
Group’s strategy. The sale and
completion of our Aerostructures
business positions Senior as a market-
leading Fluid Conveyance and Thermal
Management (FCTM) business.
Supporting this strategic focus are our
medium-term financial targets outlined in
early 2025 which highlight the scope of
our ambitions. Looking ahead, we are
confident that our clear strategy and
financial discipline will allow us to deliver
medium-term target returns, generate
enhanced value for all stakeholders,
andstrengthen Senior’s position.
Overview
The completion of the Aerostructures
transaction at the end of December was
the culmination of intense activity by the
management team and they all did an
exceptional job in not only closing the
transaction but also in delivering strongly
on the retained businesses for 2025.
This year was not impacted heavily by
external events: the US Government
closure was concerning but lifted in
timefor regulatory clearance to be gained
in timefora December closure of the
Aerostructures disposal.
Aerospace sales are ramping both for
Airbus and Boeing. Senior’s strength is
also its diversity of platforms whether
large commercial, regional or business
jetor military. Activities on defence
applications are strong. Action on pricing,
increasing volumes and operational
efficiencies are all making good progress
and contributing to growth in operating
margins for Aerospace.
Performance across other strategic
markets was strong; of note were the
high levels of aftermarket activity within
our power & energy market over the
whole year, which helped to deliver
robust performance in our Flexonics
Division.
The land vehicle cycle was largely as
expected and we have taken decisive
action to minimise costs whilst still
protecting the franchise, maintaining
double-digit operating margins in 2025
and protecting future profitability.
Strategy
The strategy is well defined across
FCTMand was revalidated during the
Group Strategy Board Review at the end
of November 2025. The key messages
being:
Good progress on pricing
Book to bill strong
Well-equipped operations with strong
design and manufacturing capabilities
Access to growth markets (Aerospace
& Defence, Land Vehicles and Power
&Energy)
Growth and increasing exposure for our
businesses to attractive end markets.
We have ended the year with a strong
balance sheet: the recent disposal and
strong free cash flow generation allowed
us to pay down external debt. TheUK
defined benefit Pension Plan buy-in
transaction de-risks the balance sheet.
There are no restrictions on our ability
toorganically grow the business.
Bolt-on acquisitions may be considered
ifthey enhance organic options.
Senior Aerospace Spencer (“Spencer”) is
an example of how access toAerospace
markets has been expandedand
enhanced across highly engineered
“standardproducts”.
Spencer is performing very well with
tremendous growth and has integrated
well within the Group. Collaboration
across the Group, particularly with
Ermeto in France for European market
access, is very proactive and deep.
TheBoard had the opportunity to see the
health of the business during its recent
visit to Spencer’s facility in Valencia, CA.
The Board is confident in the Group’s
FCTM strategy and our ability to deliver
enhanced value for our shareholders.
CHAIR’S STATEMENT
Strategic progress to deliver value
WE REMAIN CONFIDENT IN
OUR ABILITY TO MAXIMISE
VALUE FOR OUR
SHAREHOLDERS OVER
THEMEDIUM TERM.
Ian King
Chair
Ian King
Chair
Strategic report Governance report Financials statements Additional information
6 Senior plc Annual Report and Accounts 2025
Our sector-leading sustainability
credentials
The Board recognises the importance
ofarobust sustainability programme.
Ourcommitment to sustainability is
integral to our Group’s purpose and
provides a distinct competitive advantage
as the global economy transitions to
lowercarbon solutions. Sustainability is
embedded in our strategy, culture and
employee behaviours.
In 2025, we achieved key milestones,
including earning a top ‘A’ score from
CDPfor climate transparency, reducing
Scope 1 and 2 emissions by 39% from
our 2018 baseline, and meeting our
Near-Term Science-Based Target ahead
of schedule.
For 2026, we will build on this foundation
by further strengthening our sustainability
initiatives and reporting, with continued
focus on both financial and
environmental/social impacts to ensure
long-term value for all stakeholders.
The Sustainability Report on pages 44
to53 provides more detail on how weare
progressing.
Our Board
In 2025, we were delighted to welcome
Alpna Amar to Senior’s Board as the
Group’s Chief Finance Officer, and we
alsowere pleased to announce the
appointment of Graham Oldroyd as
anon-executive Director.
I would like to thank Bindi Foyle who
retired in May 2025 for her significant
contribution to Senior over 18 years and
wish her all the best. In addition, Susan
Brennan ended her 9-year tenure as a
non-executive Director in April 2025 and
we thank her for her insights and support.
I am confident that the Board continues
tohave the right balance of skills and
capabilities to provide effective
oversightover the Company’s future
strategic journey.
Further information can be found in the
Governance section of the Report on
page72.
Stakeholder engagement
The Board recognises its responsibility
toall of Senior’s stakeholder groups
including shareholders, employees,
customers, suppliers, and the
communities in which we operate.
Constructive and continuous
engagement with these stakeholders
isessential to theGroup’s long-term
andsustainable success.
Our performance and dividend
In 2025, the Board and the Executive
teamcontinued to make good strategic,
operational, and financial progress.
Seniordelivered trading comfortably
ahead of previous expectations; with
strong performance in Aerospace and
improved trading in Flexonics.
Continuing Group revenue increased
6%(on a constant currency basis) to
£738.2m. Our adjusted operating profit
for the Continuing Group increased to
£63.6m which resulted in the Continuing
Group’s adjusted operating margin
increasing by 110 basis points (on a
constant currency basis), to 8.6%. Our
reported operating profit also increased to
£47.3m.
The Group has a healthy balance sheet
and period-end net debt to EBITDA
of0.9x, after the completion of the
Aerostructures disposal £88.7m and after
taking intoaccount a £16.7m net payment
for dividends and net purchase of shares,
and£13.8m contingent consideration and
other costs forthe acquisition of Spencer
following further strong growth post-
acquisition.
The Board has confidence in the Group’s
performance, financial position and
futureprospects, and is proposing a
finaldividend of 2.15 pence per share.
Thiswould bring total dividends, paid and
proposed for 2025 to 3.00 pence per
share, an increase of 25% year-on -year.
TheBoard will continue to follow a
progressive dividend policy reflecting
earnings per share, free cash flow
generation, market conditions and
dividend cover over the medium term.
In 2025, the Executive Team and Group
Chair continued active dialogue with
shareholders. This included a recent
investor and analyst visit to the opening
ofour Innovation Centre, relocated to
Oakdale, Wales. The Innovation Centre is
a research and development centre and
showcased its design and manufacturing
capabilities, plus deep customer
relationships.
The Group’s annual global Employee
Engagement Survey yielded participation
of 88%, ensuring results and insight
arewholly representative. In addition,
theBoard conducted several visits to
operating businesses, participated
inleadership events and training, and
engages through mentoring professional
talent. Mary Waldner, our non-executive
Director for employee engagement, and
Silvia Schwark, Executive Vice President,
HR, continued to lead face-to-face focus
groups across the organisation.
The Board engages in active reviews and
discussions of customer and supplier
relationships, the global landscape,
collaboration opportunities, and market
movements throughout board meetings
and by inviting Division Presidents and
the Group HSE & Sustainability Director.
Customer feedback continues to shape
capital investment priorities and
operational improvement initiatives.
Looking forward
Senior is delivering in line with our
strategy, upholding our focus on highly
engineered, IP-rich, FCTM expertise
andcapabilities. The completion of
theAerostructures disposal allows
theBoard and Executive Leadership
Team toconcentrate on our FTCM
businesses which operate in attractive
and structurally resilient markets.
Excellent progress both strategically and
operationally, led to a strong performance
in 2025 which is on track to achieve
ourmedium-term targets, gives us
confidence that Senior will continue to
deliver value for all our stakeholders.
On behalf of the Board, I would like
tothank our employees and all other
stakeholders for their continued support
and commitment.
Ian King
Chair
PROPOSED DIVIDEND
2.15p
Pence per share
GROUP REVENUE,
CONTINUING OPERATIONS
+6%
Year-on-year increase on
a constant currency basis
EMISSIONS
39%
Reduction on Scopes 1 and 2 against our
2018 baseline, ahead of the 2025 target
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7 Senior plc Annual Report and Accounts 2025
2025 HAS BEEN A PIVOTAL
YEAR FOR SENIOR.
David Squires
Group Chief Executive Officer
GROUP CHIEF EXECUTIVE OFFICER’S STATEMENT
Strong results, firmly on track to
achieve medium-term targets
Delivery of Group Strategy
Senior is successfully executing its
strategy to become a market leading Fluid
Conveyance and Thermal Management
(FCTM) business.
Senior’s Investment Proposition
Having completed the sale of its
Aerostructures business, Senior is now a
global, market leading FCTM business
supplying highly engineered products and
systems with:
Differentiated products supported by
design-rich Intellectual Property and
technical expertise.
Strong positions in resilient and
attractive markets.
Deep customer relationships with high
barriers to entry.
Senior Operating System (SOS) driving
operational excellence and efficiency.
Established cost competitive
globalfootprint.
Balance sheet strength, enhanced profit
and cash generation supports
investment and shareholder returns.
Strategic Growth
Senior will continue to manage actively
itsportfolio to optimise performance and
drive value, including continuing to invest
in markets with strong growth potential
where its FCTM capabilities can be
leveraged. Aerospace remains a key
focus, benefiting from long-term growth
potential, high barriers to entry and
attractive returns. The Group is expanding
its highly engineered standard products
offering in areas such as flanges,
couplings and fittings to be able to better
serve the demand backdrop. Senior
Aerospace Spencer (“Spencer”), which
supplies high pressure hydraulic fittings,
once again delivered strong sales growth
of 32% year-on-year.
2025 Highlights:
Successful completion of the sale of the
Aerostructures business on 31 December
2025 to position Senior as a leading Fluid
Conveyance andThermal Management
company
Strong financial performance from
continuing operations
– Book-to-bill ratio of 1.09
– Revenue up 6% and adjusted profit
before tax up 24% driven
byimproved performance in
Aerospace
– Robust performance by division;
strong margin growth in Aerospace
to 11.4% and increased double-digit
margin in Flexonics (including JV) to
12.1%
– Good progress on ROCE up 140 bps
to 13.1%
– Excellent operating cash flow
conversion of 90%, exceeding
medium-term target
Strengthened balance sheet with
leverage (net debt to EBITDA) reducing
to0.9x (FY24: 1.8x)
De-risked the balance sheet during
theyear with a buy-in transaction for
theUK Pension Plan
Final dividend of 2.15 pence per share
proposed, up 30% on the prior year, with a
total dividend of 3.00 pence per share, up
25% on 2024
Attained CDP Climate A list and CDP
Supplier Engagement A list: continues
tobe a differentiator with customers
2026 trading in line with expectations,
outlook unchanged
On track to achieve medium-term targets
DELIVERING ON OUR STRATEGY SUPPORTS PROGRESS TO AMBITIOUS TARGETS
Strategic report Governance report Financials statements Additional information
8 Senior plc Annual Report and Accounts 2025
Investor Day 2025
Investor Event
Senior plc
Experts in fluid conveyance and
thermal management
Market Overview
Civil Aerospace (32% of Group)
The civil aerospace sector continued to
deliver strong growth during 2025, with air
traffic increasing in all regions. According to
the International Air Transport Association
(“IATA”), the latest data showed that total
demand during the year, measured in
Revenue Passenger Kms (RPKs),
increased by 5% year-on-year. Air traffic is
expected to continue to grow as incomes
increase, especially in developing markets
in Asia. The long-term demand for new
commercial aircraft is forecast to grow by
3-4% per annum driven by growth in air
traffic and ongoing fleet replacement.
Global business jet activity was up by 5%
year-on-year in 2025 according to WingX,
due to strong demand in North America.
Longer-term trends indicate growth will
be driven by global GDP growth and the
increasing adoption of fractional ownership.
Global deliveries of business jets are
anticipated to increase by 3% per annum
for the next decade according to
Honeywell’s Global Business Aviation
Outlook.
This positive market backdrop and
growing build rates across civil aerospace
supports our expectation that Senior will
continue to benefit from good long-term
structural growth.
Defence (16% of Group)
Senior’s sales to the Defence sector are
primarily focused on US military aircraft
platforms including F-35, C-130J and
newer platforms such as T-7A Red Hawk.
With defence spending in Europe
increasing due to heightened geopolitical
tension and sovereignty concerns,
demand for Senior’s components and
systems was robust during 2025.
Geopolitics is driving government
spending in Defence which is expected to
support Senior’s defence platforms
through OEMs and aftermarket.
Adjacent Markets (10% of Group)
Sales from our Aerospace operating
businesses into end markets outside of
the civil aerospace and defence markets
are classified under “Adjacent Markets”,
the largest of which is the semiconductor
equipment market, which grew by 11% in
2025. This market is forecast to grow by
9% in 2026 (Source: Semi.org).
FIND OUT MORE ABOUT HOW OUR
TRANSITION TO A MARKET
LEADER IN FCTM DRIVES OUR
FUTURE GROWTH
www.seniorplc.com/ceostatement
Land Vehicle (25% of Group)
Demand in heavy-duty truck markets
during 2025 declined in North America,
while the off-highway market remained
subdued and light vehicle markets
experienced mixed conditions.
According to Americas Commercial
Transportation (“ACT”) research, North
American heavy-duty truck production
declined by 24% in 2025 compared to 2024,
as OEMs responded to declining demand
and high inventories of unsold trucks.
ACT expects production to continue at the
current lower rate during the first half of
2026 before the start of an anticipated
recovery in the second half of 2026.
Reflecting these challenging market
conditions Senior took proactive steps to
protect profitability in those businesses
most impacted by these trends.
Power & Energy (17% of Group)
Senior’s main markets in Power & Energy
are the power generation and
downstream Oil & Gas (O&G) sectors.
Activity in the power generation sector
isbeing driven by growth in electricity
demand, which is forecast to continue
increasing steadily. The IEA are
forecasting demand for electricity will
grow 3.6% per annum from 2026 – 2030.
In the downstream O&G sector Senior
completed the delivery of expansion
jointsinto a new CATOFIN plant in
India,while also continuing to provide
aftermarket products and services for its
installed baseof products in other plants.
The construction of new downstream
infrastructure, and so future opportunities
in this market, remains focused on the
Middle East and Asia, where cheap
feedstock and economic growth
respectively are driving investment.
Results Overview – Continuing Operations
Please note that unless stated otherwise,
Group references below focus on the
continuing operations.
The Group delivered a strong trading
performance, with increased revenue
andoperating profitability in 2025.
Book-to-bill ratio for the period was 1.09,
with Aerospace at 1.21, driven by strong
demand across most markets. Flexonics
book-to-bill at 0.93, reflecting end-market
dynamics described above. Book-to-bill
was supported by notable contract wins in
Aerospace and Flexonics as noted in the
divisional reviews.
Group revenue increased by 6% on a
constant currency basis in 2025 to
£738.2m, with growth in both divisions.
Exchange rates had an adverse impact of
£9.7m or 1.4% of revenue.
In Aerospace, revenue increased 10.4%
year-on-year on a constant currency basis.
The increase reflected improved pricing;
continued strong growth in Spencer;
higher defence volumes; and good growth
in sales to adjacent markets such as
semiconductor equipment.
REVENUE ACROSS CONTINUING OPERATIONS:
Civil aerospace 32%
Defence 16%
Adjacent
markets 10%
Land Vehicles 25%
Power &
Energy 17%
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9 Senior plc Annual Report and Accounts 2025
There was particularly strong progress in
Aerospace adjusted operating margin,
which increased by 190 bps in the year, to
11.4%. The increase in profitability was
driven by higher volumes; improved
pricing; increased aftermarket; and the
delivery of operational efficiencies
resulting from our Senior Operating
System lean manufacturing techniques.
Flexonics, excluding the JV, performed
better than anticipated with revenue
marginally increasing 0.1% compared to
prior year, on a constant currency basis.
Land vehicle revenues increased 1.6%,
asnewer contracts moved into series
production. Double-digit adjusted
operating margins were increased for
Flexonics to 11.2% (increased by 20 bps),
helped by favourable mix and restructuring
initiatives in certain Flexonics operations,
and adjusted operating margins of 12.1%
when including our China JV which
performed very strongly in the year. The
Group continued to see robust demand
inour downstream oil & gas and nuclear
business, which partially offset the
expected lower sales in upstream oil
&gas and other industrial sectors.
The Group’s adjusted operating profit
increased by 22% on a constant currency
basis to £63.6m (2024: £52.0m). Adjusted
operating margin increased by 110 basis
points, to 8.6% for the year. The Group’s
adjusted profit before tax increased by
21% to £51.2m (2024: £42.2m) and
adjusted earnings per share was 9.65
pence (2024: 8.86 pence).
Reported operating profit was £47.3m
(2024: £46.8m) and this performance is
further described in the Other Financial
Information section below. Profit before
tax was £34.1m (2024: £37.4m) and basic
earnings per share was 6.60 pence
(2024: 8.01 pence).
After reported loss after tax of £31.5m
from discontinued operations, which
reflects the loss on disposal of
Aerostructures, the reported loss after tax
for the continuing and disconinued Group
was £4.2m (2024: profit of £25.9m).
During 2025 there was much discussion
around tariffs and as mentioned previously
the impact on Senior has been limited and
manageable.
The Group generated free cash flow of
£35.8m in 2025 compared to £26.1m in
2024. Good progress was also made on
enhancing ROCE with a 140 bps
improvement in 2025 to 13.1%
(2024: 11.7%).
The initial cash proceeds from the sale
ofthe Aerostructures business in
combination with strong free cash
generation have supported deleveraging,
with net debt of £73m (pre-IFRS 16) at the
end of 2025 (2024: £153m). 2025 leverage
ratio is 0.9x net debt to EBITDA (pre-IFRS
16) down from 1.8x at the end of 2024.
Good progress has been made towards
the Group’s medium-term financial targets
announced in March 2025. Group and
divisional operating profit margins have all
increased with Flexonics division firmly
within the double-digit range of 10-12%
and when including the JV above the
range at 12.1%. Aerospace operating
profit margin increased to 11.4% in 2025,
firmly on track to the medium-term target.
Consequently, Group operating profit
margin at 8.6% for the year is also on track
to meet the medium-term target.
Cash conversion at 90% in 2025 is above
the >85% through the cycle medium-
target financial target. ROCE at 13.1%
inthe year is also on track to meet our
medium-term target.
Further 2025 financial performance is
described in the Divisional and Financial
Review sections from pages 32 to 43.
Dividends
Reflecting its confidence in the Group’s
performance, financial position and future
prospects, the Board has proposed a
finaldividend of 2.15 pence per share,
representing a 30% increase compared to
the prior year (2024: 1.65 pence). Thiswill
be paid on 29 May 2026 to shareholders
on the register at the close of business on
1 May 2026. Combined with the interim
dividend of 0.85 pence per share this give
a total dividend for theyear of 3.00 pence
per share, representing an earnings cover
of 3.2x. In the medium term, we will
continue tofollow a progressive dividend
policy reflecting earnings per share, free
cash flow generation, market conditions
and dividend cover.
Aerostructures Disposal
Senior was pleased to announce on
31 December 2025 that it had completed
the sale of its Aerostructures business
toSullivan Street Partners.
The earn out and other customary
adjustments will be concluded after the
final completion accounts are agreed,
which is expected during the the first
half2026.
Share buyback programme
Previously we have stated that, consistent
with the Group’s capital allocation policy,
the upfront net cash proceeds arising from
the Aerostructures transaction of £95.7m
would be used to reduce net debt and to
undertake a £40m share buyback
programme. In view of the Company’s
ongoing discussions with the potential
offerors, announced on 27 February 2026,
and mindful of the Company’s regulatory
obligations, the Board has postponed the
start of the £40m buyback programme
which had been due to commence
following publication of the full year
results. The Board will keep this under
review and make a further announcement
as necessary.
Sustainability
Senior continues to be a leading performer
in sustainability disclosure and action
among its peer companies. We remain
committed to this priority – an approach
that is increasingly aligned with our
customers’ expectations and a key
differentiator for Senior, as many now
view sustainability performance as a
critical criterion in supplier selection.
This year, we continue to make progress
towards our greenhouse gas reduction
targets by expanding our use of renewable
energy and increasing on-site solar
generation across our operations.
We have continued to make good
progress with our key sustainability
metrics and activities. In particular, in 2025
we were awarded by CDP ‘A’ leadership
scores for our disclosure and action on
climate change and for Supplier
Engagement.
Outlook
Trading in the first two months of 2026
has started well and the Board’s
expectations are unchanged for 2026.
In Aerospace, growth in civil aircraft build
rates and increased demand across its
other markets is expected to drive further
good progress in 2026 and beyond.
Flexonics expectations for2026 are
unchanged, with robust double-digit
margins being maintained when including
the JV, notwithstanding the softer
conditions incertain end markets.
Looking ahead, we are confident of
delivering enhanced shareholder value
aswe execute on our strategy and
continue to strengthen our financial
performance inline with our medium-
term financial targets.
David Squires
Group Chief Executive Officer
GROUP CHIEF EXECUTIVE OFFICER’S STATEMENT continued
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10 Senior plc Annual Report and Accounts 2025
OUR STRATEGIC FRAMEWORK
Achieving global
FCTMleadership
Our priorities
1
Autonomous
and
collaborative
business
model
7
Talent and
development
2
Focus on
growth
3
Highly
engineered
products and
IP generation
4
Considered
and effective
capital
deployment
6
Cost
competitive
country
strategy
5
High
performance
model
Delivering sustainable profitable growth
Respect and Trust Accountability Excellence
OUR CORE VALUES
STRATEGIC ACTIONS
GROUP STRATEGY
Safety Integrity Customer Focus
To be the global leading Fluid Conveyance and Thermal Management company
To engineer the transition to a sustainable world for all our stakeholders
VISION
PURPOSE
Attract and retain a
skilled workforce
Engineered products,
rich in IP
High
performanceculture
Growth in structurally
resilient end markets
Strong free
cash flow management
Senior
OperatingSystem
Market-led
Innovation
Focus on FCTM
11 Senior plc Annual Report and Accounts 2025
Strategic report Governance report Financials statements Additional information
Engineering/
Innovation
Synergies
Global
Footprint
Synergies
Shared
Services
Economies
of Scale in
Procurement
Commercial
Synergies
Manufacturing
Standardisation
BUSINESS MODEL
Our business model aims to create
value for all Senior’s stakeholders
We use our design expertise,
intellectualproperty, and know-how
in Fluid Conveyance and Thermal
Management to provide high-value
solutions for environments with extreme
temperature and pressure conditions
where safe, efficient fluid handling and
thermal management are crucial.
The way that we workOur strengths and
differentiators
Technology, innovation, and sustainability
Senior specialises in Fluid Conveyance and Thermal
Management, developing products that better serve
customers and benefit shareholders.
Customer partnerships
We are a valued partner to our clients, trusted to
collaborate in supporting their production and
development programmes, which in turn helps to
inform our innovation investments.
Global footprint
We operate across 10 countries, serving a variety of
markets, sharing best practices across the Group.
Ourglobal presence allows for close market proximity
and cost efficiencies.
People and culture
Our Group upholds integrity and high ethical
standards, promotes a safety-first culture, empowers
local leadership within a robust control framework,
and invests in employee development.
Effective capital deployment
The Company’s financial strength promotes
investment, innovation, and customer confidence.
Our strong balance sheet and careful capital allocation
guarantee benefits for shareholders.
Our collaborative and autonomous approach
Senior’s Business Model is one of empowering and
holding accountable our operating businesses,
operating within a clearly defined control framework.
Business plans are developed in line with the overall
Group strategy. Increasing collaboration amongst
operating businesses in the Group is a priority in order
to address our customers’ needs whilst maintaining
an autonomous business structure. Business leaders
actively embrace collaboration.
See our Divisional Review on page 32
See our Financial Review on page 38
Strategic report Governance report Financials statements Additional information
12 Senior plc Annual Report and Accounts 2025
We maximise our
growth opportunity
A global leader in Fluid Conveyance and Thermal
Management with c.100 year’s experience
Senior plc is a specialised engineering company that
designs, engineers and manufactures high performance
components used in demanding environments
Global specialist in components that manage and control
extreme temperature and high-pressure fluids or gases
Multi-decade expertise in high-barrier engineering
andmanufacturing bellows, ducting, hoses and
expansion joints
Products and systems used in aerospace and defence,
land vehicles, power & energy and industrial markets
Resilient, competitive and flexible cost structure
A focused Senior well positioned to deliver profitable
growth
Our Business Model is straightforward in terms of
revenue recognition, with no exposure to long-term
contract accounting
The value we deliver
for our stakeholders
Our employees
A highly motivated and skilled workforce
Global Employee Opinion Survey provided rich and
representative insights across the Group.
Our customers
Trusted and collaborative design partner
Close engagement with Aerospace and Flexonics
customers has reinforced Senior’s position as a
trusted supply partner.
Our suppliers
Reliable, ethical and sustainable supply chains
Collaboration with suppliers manages residual supply
chain volatility through lead time management, order
flexibility and other cooperative solutions.
Our shareholders
Sustainable growth to deliver enhanced value
The Board and management gained a clearer
understanding of shareholder expectations in
relation to strategic decisions.
Our communities
Aim to improve the quality of life in our communities
Community engagement activities continue to
generate positive impact for individuals and groups
across the regions in which we operate.
Our environment
Sustainability leader we strive to protect the
environment
See Stakeholder Engagement on page 24
Strategic report Governance report Financials statements Additional information
13 Senior plc Annual Report and Accounts 2025
A
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r
o
s
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&
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c
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MARKET OVERVIEW
Senior operates in resilient and
attractive growth markets
Turning global
challengesinto growth
opportunities
By engineering a sustainable future, Senior leverages
specialised engineering expertise across multiple
markets to turn global challenges, including energy
security and decarbonisation, into a unified growth
strategy. Our markets rely on highly engineered
products for demanding applications, such as ducting
systems, control bellows, thermal insulation, and
edge welded bellows that must perform reliably in
extreme conditions, such as aerospace platforms and
nuclear processing infrastructure. Senior supports
precise thermal and pressure management across
sectors. Examples include thermal management for
blood transfusions and MRI scanners, cooling plates
for electric vehicle batteries and expansion joints for
power generation. Each market is high growth and
sustainable, with products that contribute directly to
decarbonisation, efficiency, and the energy transition,
enabling Senior to harness megatrends and drive
market leadership and growth.
Aerospace & defence
Ducting systems,
control bellows, thermal
insulation and
aerospace standard
parts for demanding
applications on both
civil and defence-
aerospace platforms.
Power & energy
Thermal and pressure
management solutions
including bellows,
dampers, expansion
joints, hoses and tubes
for demanding
applications within the
industrial, process
industries and power
generation sectors.
Land vehicles
Highly-engineered
bellows, hoses and
tubes for thermal
management and
emission reduction
applications in
commercial and
off-highway vehicles.
Battery cooling plates
for trucks and other
niche EV applications.
Semiconductor
manufacturing
Edge-welded bellows
enable the very precise
manufacturing of
densely-packed
wafersproduced by
semiconductor
manufacturers, driven
in part by the
introduction of AI.
Medical devices &
equipment
Highly-engineered
products for use in the
thermal management
of blood transfusions
and MRI scanners,
andbellows for drug
delivery and cryogenic
tubing used in open
heart surgery.
ADDRESSABLE MARKET
$4bn p.a.
growth: 2% pa
ADDRESSABLE MARKET
$200m p.a.
growth: 8% pa
ADDRESSABLE MARKET
$400m p.a.
growth: 3-6% pa
ADDRESSABLE MARKET
$3bn p.a.
growth: 2% pa
ADDRESSABLE MARKET
$6bn p.a.
growth: 3-4% pa
Strategic report Governance report Financials statements Additional information
14 Senior plc Annual Report and Accounts 2025
Harnessing megatrends for market leadership
Our businesses are exposed to five megatrends which drive sustainable growth:
Growth in air travel Geopolitical tension Energy demand
Description
Growth in air-passenger traffic is being
driven by two main factors: rising GDP per
capita in emerging markets, especially in
Asia, where the middle class is expanding;
and the liberalisation of air travel markets
alongside the growth of low-cost carriers.
New-generation aircraft further cut
unitcosts and enable more city pairs.
Together, these trends are bringing
airtravel within reach of increasing
numbersof people.
Description
Heightened geopolitical tensions are
driving governments worldwide to re-arm.
In Europe, Russia’s invasion of Ukraine,
NATO-Russia confrontation fears, and
sovereignty concerns have sharply
raiseddefence spending since 2022.
Meanwhile, in East Asia, China’s
risingdefence budget is prompting
neighbouring countries to respond in kind.
Description
Economic growth in emerging economies
with its accompanying expansion of
manufacturing and process industries,
and urbanisation, with its greater
utilisation of buildings and transportation,
is the fundamental driver of increasing
energy demand. Meanwhile, the
increased use of digital technologies,
ledby AI, cloud computing and related
datacentres, is acting as an important
source of incremental growth.
What this means for Senior
Senior’s aerospace products are used
onawide range of aerospace platforms
soan increase in demand for aircraft
drives growth.
What this means for Senior
Senior’s products are incorporated into
awide range of military-aerospace
platforms, so growth in defence
spendingis positive.
What this means for Senior
Greater demand for energy requires more
power generation, fossil-fuel and nuclear
processing infrastructure and creates
aneed for our thermal management
products.
Links to Strategy
Priorities 2, 3, 6
Links to Strategy
Priorities 2, 3, 4
Links to Strategy
Priorities 1, 2, 3
Electrification Digitalisation
Description
The trend towards electrification is
primarily a consequence of the need to
decarbonise and the related energy
transition, which has been driven by policy
mandates andincentives. Diversity of
supply and energy security, coupled with
electric technologies that offer greater
efficiencies than fossil-fuel alternatives
are now alsoimportant factors in its
adoption. Together,these factors are
driving growth in electricity consumption
at well above recent historical levels.
Description
Companies are embracing digital
toolssuch as AI, cloud computing,
IoTandmobile applications to increase
productivity, improve customer
experience, and generate new revenue
streams. These trends are being
accelerated as technology in this field
becomes cheaper and so more
accessible. Consequently, it is being
adopted widely leading to the requirement
for the necessary computer equipment
and datacentres which in turn leads to
demand for semiconductors and the
wafer fabs required to manufacture them.
What this means for Senior
The drive towards more sustainable
mobility creates demand for Senior’s
thermal management and fluid
conveyance products used in aircraft
andland vehicles.
What this means for Senior
The growth in digital systems and
processes drives demand for increased
volumes of semiconductors and so the
need for semiconductor-manufacturing
equipment.
Links to Strategy
Priorities 1, 2, 3
Links to Strategy
Priorities 2, 3, 5
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15 Senior plc Annual Report and Accounts 2025
TECHNOLOGY
ENGINEERING
COLLABORATION
In 2025, we refreshed our Innovation
Steering Group, combining Engineering,
Marketing and Strategic Leadership.
Akey Steering Group responsibility is to
sponsor processes to allow engineers to
collaborate. In 2025, our monthly Global
Technology Collaboration Forum hosted
external speakers from Safran, Rolls-
Royce and the Advanced Manufacturing
Research Centre sharing insights on
hydrogen propulsion, SAF propulsion
developments and AI assisted vision
systems. Other Forums shared internal
technology developments including AI
deployment and high-pressure hydrogen
hose certification. The annual Innovation
Awards recognise exceptional
technology breakthroughs, with
business unit collaboration used as a key
success criterion. We saw an increase
intechnology collaboration in 2025, and
we are encouraging further collaboration
in 2026 across the Group.
TECHNOLOGY AND INNOVATION
ARE THE FOUNDATION FOR
DELIVERING HIGH-PERFORMANCE
SOLUTIONS THAT MEET OUR
CUSTOMERS’ EVOLVING
REQUIREMENTS.
Nigel Major
Executive Vice President, Strategy
TECHNOLOGY
Meeting market needs
withIP-rich, innovative
technologies
Focus on FCTM
Fluid Conveyance (FC) and Thermal
Management (TM) are core capabilities of
both Aerospace and Flexonics Divisions.
We design, develop and supply FCTM
solutions from individual component to
system level, often operating in extreme
temperature and pressure environments.
Our products help ensure aircraft safety,
petrochemical and power generation
plant safety and other mission critical
application such as cryogenic medical
tools used in open heart surgery.
Two global megatrends are defining our
product and technology development.
Global warming legislation is driving
reduced emissions with the ultimate goal
of achieving Net Zero. In combustion
engines, this translates to conveying air
and gases at increased temperatures,
switching to non-fossil fuels and driving
down system weight.
The megatrend towards electrification
translates to precision battery and power
electronics cooling and highly efficient
cooling ofelectricity generating
hydrogen fuelcells.
The temperatures of fluids we convey
range from cryogenic fuels at -250ºC to
combustion engine gases approaching
1,000ºC, whilst pressures range from
strong vacuums (negative pressure) in
our vacuum jacketed products to 1,000x
atmospheric pressure for high pressure
hydrogen gas applications. These
environmental extremes, often
presenting niche market opportunities,
require a variety of design, testing
andproduction capabilities which we
arecontinuously developing in our
globallocations.
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CASE STUDY: NEXT GENERATION SINGLE AISLE AERO ENGINE
Mega trend: Growth in air travel
Innovation driving more efficient and cleaner
engines
Forecast global aviation passenger
growth and future aviation emissions
reduction targets are driving aerospace
OEM’s to demonstrate disruptive
technological innovations to be
industrialised to meet the launch of
nextgeneration aircraft by 2035. The
goal for engines is to demonstrate a
fuel-burn reduction of 20% over current
state-of-the-art engines. Founded on a
longstanding engineering relationship,
in2025 we were invited to partner with
an engine OEM to develop innovative
FCTM products for its next generation
single aisle engine. Partnering in this
demonstrator programme will allow
usto secure external funding from the
UK’s ATI. This exciting programme
willprovide breakthrough technology
opportunities for Senior to develop
innovative fuel pipes and hoses, with
separable connectors which provide a
fire break and guaranteed containment
of potential fuel leaks. This technology
enables a reduction in the complexity
and weight of other engine structures,
yielding an overall engine efficiency
benefit. The project will require
engineering and manufacturing
collaboration between our businesses
inthe UK, France and Canada and is
animportant step in our capability to
develop aerospace cryogenic hydrogen
fuel pipes and hoses.
Additionally, our Innovation Centre will
be developing a new lightweight heat
exchanger, a first with this customer.
Inparallel, we will continue our existing
FCTM technology projects which are
tobe tested on the same demonstrator
engines. These include a breakthrough
pneumatic valve being developed by
ourSenior Aerospace Metal Bellows
business which will yield significant
commercial and operational benefits
tothe customer. Finally, our Senior
Aerospace BWT facility is engaged in
aninnovative ultra-light weight duct
which will utilise our 3D knitted preform
composite technology. Thisrepresents
a breakthrough in the application of
ourcomposite products at higher
temperatures than we have previously
experienced. Our involvement in
thismajor next generation engine
programme, with demonstrator engines
running in 2028, is an excellent example
of aligning our technology priorities to
deliver value to the customer, helping
reduce aviation emissions to benefit the
environment and deepen our customer
relationships. We will become more
IPrich, broaden our global FCTM
capabilities and position ourselves
strongly for sustained organic growth
inour chosen markets.
Fluid Conveyance
Our FC products perform mission or
safety critical roles, conveying liquids,
gases or breathable air and must be
leak-free and durable in rapidly cycling
thermal gradients and pressures.
Our FC applications include hydraulic
tubes and separable connectors for civil
and military aerospace and diesel engine
fuel rails for automotive. In these
applications, our products are industry
standards-compliant and must also meet
specific customer requirements. These
standards and customer requirements
present high barriers to entry. We have
industry leading tube manufacturing
capabilities at Senior Aerospace Steico
Industries (US), Senior Aerospace Ermeto
(France) and Senior Flexonics Czech
(Czech Republic), and our fittings
businesses are successfully growing
aerospace market share through a key
collaboration between Senior Aerospace
Spencer (US) andSenior Aerospace
Ermeto (France).
Our aero engine bleed air systems convey
high pressure air at up to 700ºC and
upto30 x atmospheric pressure from
theengine casing to the aircraft pylon
interface. These systems utilise
aerospace superalloys to withstand high
temperature and pressure-related forces.
We specialise in developing flexible joints
containing bellows which are validated
digitally using simulation software and by
physical testing on our test rigs, replicating
actual operating conditions. Senior
Aerospace SSP (US), Senior Aerospace
BirdBellows (UK) and Senior Aerospace
Calorstat (France) are our leading sites in
this product type. In 2025 we commenced
a key collaboration between Senior
Aerospace SSP and Senior Aerospace
Bird Bellows to deliver a new bleed air
system for the innovative Deutsche
D328eco aircraft. This programme will
beour first new civil aviation programme
tofully utilise our metal additive capability
at Senior Aerospace SSP, realising
important product optimisation and
weight reductions.
By contrast, another example of FC are
thecustomised cockpit and cabin air
distribution systems for business, regional
and rotorcraft aviation applications
designed and manufactured by Senior
Aerospace BWT (UK).
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Computational Fluid Dynamics (CFD) analysis image showing coolant velocity in a
battery cooling plate developed by our Innovation Centre.
Thermal Management
Our Thermal Management solutions often
combine with Fluid Conveyance products
as part of an overall FCTM system to
provide the critical cooling of fluids or
devices in dynamic environments.
Our off-highway truck and automotive
customers require ever increasing
performance from our exhaust gas
recirculation coolers which are a critical
component reducing harmful emissions
by cooling the exhaust gas prior to
reingestion and combustion.
Our Innovation Centre (UK) and Senior
Flexonics Bartlett (US) facilities perform
the design and validation of these bespoke
to application products which cool exhaust
gases to the required temperatures
withinthe demanding package space
requirements. Operating in an
environment of rapidly cycling thermal
gradients and vibrations and complying
with tight space envelopes make the
design of these products challenging.
Inaddition to the EGR cooler, purpose
designed corrugated thin-wall, flexible
EGR tubes and bellows reduce vibration
between the EGR cooler and the engine
ensuring high-temperature durability.
Serial production is supported by our
business units in India, Cape Town,
CzechRepublic and China.
EXPLOITING AI
We have deployed AI to enhance and
improve the effectiveness of a key
manufacturing process of our bellows
assemblies. In a new automated welding
cell, a vision system not only tracks
andautomatically maintains perfect
alignment and proximity of the weld
torch to the weld seam, it also
automatically inspects and certifies
thecompleted welds. Our Advanced
Technology and Automation Team
validated the AI-based approach and
gained NADCAP (National Aerospace
and Defence Contractors Accreditation
Programme) support to include
provisions for automated inspection
intotheir latest Audit Criteria updates.
Senior performs millions of welds
every year. Fully automating this critical
process not only presents a significant
cost benefit, it also helps mitigate
potential shortfalls of skilled labour
availability as we grow our business.
Additionally, automation presents the
opportunity to reduce variation in the
manufacturing process and improve
quality assurance to customers. We
plan to read across this new capability
where possible to our many other
businesses performing welding
operations.
Delivering filtered, breathable air, silently
at the correct pressure and temperature
isthe comfortable and essential
environment that we rely on when
travelling by air. These systems comprise
ultra-lightweight, non-metallic low-
pressure ducts, joints and flexibles and
arecontinuously being improved by
introducing new technologies such as our
RT2i™ weight-saving 3D knitted preforms
and the polymer additive manufacturing
processes of FDM and SLS.
Finally, taking FC to a physical extreme,
our Senior Flexonics Pathway (US)
business designs, supplies and repairs
expansion joints up to 6 metres in
diameter to convey gases at up to 1100ºC
and at 80 x atmospheric pressure. These
products are safety and mission critical
components in a range of large-scale
chemical, refinery and power generation
plants where thermal expansion and
contraction have to be absorbed reliably.
Designing for durability utilising high
temperature alloys helps to prevent
unplanned plant down-time which is
extremely costly for our customers.
Additionally, in 2025, Senior Flexonics
Pathway also began supplying safety
critical 3 metre diameter bellows used to
convey liquid methane and liquid oxygen
for the refuelling of space rockets
deploying satellites into earth’s orbit.
TECHNOLOGY continued
DESIGN SIMULATIONS
(CFD & FEA)
Computer simulations which predict
stresses in materials (FEA) and fluid
velocity and pressures (CFD) are
essential for the design of FCTM
products. Understanding how our
designs respond to thermal expansion
and contraction and rapidly cycling fluid
pressures and vibrations, is vital to our
mission and safety critical products.
Ourspecialised material selection and
design of flexible joints incorporating
bellows or a flexible hose ensure our
products can withstand these dynamic
conditions. Our design rules are
grounded by physical testing on our
comprehensive test rigs located at our
major design centres.
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At much lower temperatures and
pressures, in response to the
electrification megatrend, we have
evolved our TM capabilities to develop
battery and power electronics cooling.
Commensurately, a variety of
manufacturing techniques have been
developed including the controlled
atmosphere brazing and laser welding of
cooling plates and the utilisation of thinner
sheet materials allowing improved shapes
and profiles to yield higher efficiency
cooling. Design, development and series
production is undertaken at the Innovation
Centre (UK) and Senior Flexonics Bartlett
(US). Current applications are a variety of
land vehicles including motorcycles,
elitesupercars, buses and trucks and
prototypes have been delivered for a
military aerospace application.
Hydrogen propulsion for land vehicles
andaviation is presenting some exciting
breakthrough TM opportunities, and we
are proud to be supporting our customers’
transition to Net Zero products.
In 2025, our Innovation Centre designed
anew high pressure heat exchanger to
cool hydrogen gas at 400 x atmospheric
pressure for a hydrogen fuelled heavy
truck engine. Extensive CFD
(computational fluid dynamics) and FEA
(finite element analysis) simulations
predicted the need for a bellows to absorb
thermal expansion and shaped the heat
exchanger design to be sufficiently
durable to withstand the extreme internal
pressures. Hydrogen gas can be
extremely explosive when mixed with air,
hence the safety critical nature of our heat
exchanger which will be located directly
behind the truck’s cab underneath the
storage tanks.
2025 also brought an agreement with
aDutch-based consortium Conscious
Aerospace, leading an international
aerospace consortium to develop and
supply the entire TM system for its
pioneering, zero emission fuel cell
powered electric powertrain which will
beretrofitted to existing DeHavilland
Dash8-300 aircraft. This exciting
opportunity will be our first aerospace
TMsystem and will drive innovation to
develop our existing ground-based fuel
cell TM know-how to a new level. This
safety critical TM system will comprise
avariety of FC and TMproducts.
CASE STUDY: CONSCIOUS AEROSPACE
Mega trend: Electrification
Towards zero-emission flights
The Aerospace industry will be one of
the most difficult sectors to achieve
zero emissions. Whilst SAF offers a
route to zero carbon, and will be
adopted for medium and long-haul
flights, it is not free from harmful
emissions. A leading cost effective and
scalable solution for emission-free
aviation is the use of a hydrogen-
electric powertrain.
Senior has 10 years’ experience in the
hydrogen fuel-cell energy sector,
providing thermal management (TM )
solutions to dissipate the significant
amount of heat generated by the
electrochemical reactions taking place
inside. Our TM pedigree in this market
led to the signing of an agreement in
2025 with HAPPS (Hydrogen Aircraft
Powertrain and Storage System)
consortium, led by Dutch-based
Conscious Aerospace. The goal of the
consortium is to deliver a certifiable
zero emissions hydrogen fuel cell
aircraft powertrain system by the end
of 2029. This powertrain is designed to
be retrofitted to existing DeHavilland
Dash 8-300 aircraft providing zero
emissions flights in the 30-seat
regional aviation market, currently 500
retrofits are targeted. Beyond 2030, the
ambition is to expand the portfolio to
new regional aircraft programmes.
Senior’s scope is to lead and integrate
the entire TM system including design,
validation and manufacture. Located
mainly in the propulsion unit nacelle,
the TM system will include innovative
high efficiency heat exchangers,
valves, rigid and flexible coolant lines.
In addition to the agreed TM work
scope there is potential to increase our
scope of work to also include hydrogen
storage and distribution solutions.
OurInnovation Centre in South Wales
will lead the programme, taking
responsibility for the overall design
andvalidation activities and integrating
supporting activities from other Senior
businesses and external partners
asrequired.
This project is truly pioneering; it will
push boundaries and take our FCTM
technical know-how to new levels. It
also demonstrates the opportunity for
Senior to leverage its Flexonics Division
capabilities into the aerospace sector.
Consequently, Senior will be in a very
strong position to secure incremental
TM business with future aerospace
adopters of hydrogen-electric or
hydrogen combustion propulsion
systems. Importantly, from a
technology development and IP
perspective, the knowledge gained
from this project will enable us to grow
our scope of TM solutions to our other
market sectors.
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1 Autonomous and collaborative
business model
Overview
Senior’s Business Model is one of
empowering and holding accountable our
operating businesses, within a clearly
defined control framework. Business
plans are developed in line with Group
strategy. Increasing collaboration amongst
operating businesses is a priority to
address our customers’ needs whilst
maintaining an autonomous business
structure. Business leaders throughout
Senior are actively embracing
collaboration activities.
What we achieved in 2025
In 2025, here are some of the investments
Senior in support of the business model:
Opened a state-of-the-art innovation
centre in Oakdale, South Wales,
specialising in thermal management
solutions, high efficiency heat
exchangers and the design of a range of
fluid conveyance and emissions control
products. Their designs are often
developed in conjunction with other
businesses, such as Senior Flexonics
Czech, Senior Flexonics New Delhi,
Senior Flexonics Cape Town and
Saltillo, Mexico.
Working with a major engine
manufacturer to develop future
propulsion for single aisle aircraft:
collaborating across business units.
Senior Aerospace Spencer (Spencer)
working closely with Senior Aerospace
Ermeto (Ermeto) to gain accreditation
for supplying standards-compliant parts
to European aerospace customers.
Qualification will open a great market
opportunity for both businesses.
Senior Aerospace SSP (SSP) and Senior
Aerospace Bird Bellows (Bird Bellows)
have worked on the high-pressure
system for a European customer’s
engine interface system. Design,
development, testing and qualification
are from SSP, with production hardware
supplied by Bird Bellows, and Ermeto
and Spencer also in the supply chain.
Next steps
Flexonics businesses will continue
working with their Aerospace colleagues
to advance Conscious Aerospace’s goal of
electric-powered flight by 2027/2028. We
will also support Spencer’s growth
through provision of high-precision parts
from Senior Flexonics GA. In Europe,
Senior Flexonics Kassel is working with
Ermeto to gain AS9100 accreditation.
The seven strategic priorities are key
elements of how we work, within the
context ofour Business Model, to deliver
our strategy and drive the creation of
stakeholder value. Our progress since
these priorities were established is
shown and they continue to receive
specific attention and focus.
STRATEGIC PROGRESS
Delivering sustained
profitable growth
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2 Focus on growth
Overview
Senior operates in end markets with
structural long-term growth drivers.
Weaim to outgrow our end markets by
focusing on product innovation with key
customers and expanding geographically.
Aerospace is growing our highly
engineered, standards-compliant parts
offering, including fittings, flanges, clamps
and couplings. The acquisition of Senior
Aerospace Spencer was an important first
step in this strategy. Flexonics is helping
customers transition to more sustainable
solutions in hard-to-decarbonise sectors,
and we are gaining an increasingly strong
aftermarket position in power and energy
markets.
What we achieved in 2025
Aerospace saw significant growth in
2025, which is anticipated to increase as
OEM build rates accelerate further. The
division works with the major commercial
aerospace, business jet and regional jet
manufacturers, as well as aero-engine
OEMs and Defence suppliers. Senior
Aerospace Bird Bellows and Senior
Aerospace Calorstat have been
successful in the supply of standards-
compliant clamps and flanges to
commercial aerospace customers and
have secured new production contracts
commencing 2026.
A world leader in designing industrial
process control expansion joints, Pathway
is working with customers to design
products which operate under the stress
of incredible heat, movement and velocity.
These expansion joints are custom-
designed and must be replaced on a
regular cycle.
Next steps
We are working with a major provider of
energy storage solutions for Industrial,
Defence, Urban Transport and Power
markets, to provide thermal management
cooling plates, and expanding our reach
into the medical device market, where
wecurrently work with three major
manufacturers, focused on specialist
cryogenic instrumentation and heat
exchangers.
We see opportunities in emerging
markets too, such as energy generation
for datacentres and small modular
reactors in the nuclear power generation
market.
3 Highly engineered products and
IPgeneration
Overview
Following the divestment of
Aerostructures, Senior is focused on
delivering IP-rich fluid conveyance and
thermal management products. We have
several engineering hubs delivering
longer-term innovation and new product
introduction across the Group. Our
Innovation Steering Group oversees
technology roadmaps across all
businesses, ensuring a coherent
development path for innovation.
What we achieved in 2025
We have increased our collaboration
withuniversities and other research
organisations, looking at long-term
innovation. These projects are typically
ledby one of our key customers.
Senior runs a series of Innovation Awards
annually, where teams compete to
demonstrate disruptive new products
orsignificant process improvements.
These awards give younger engineers an
opportunity to showcase their ideas and
win capital investment for their business.
Senior Aerospace Metal Bellows has been
successful in capturing growth in the
military and commercial engine sectors
aswell as in the nuclear market, typically
redesigning existing technology in
seamless edge-welded bellows and
accumulators and using AI to develop new
products and platforms.
Next steps
We anticipate expanding our role in
externally funded R&D projects, and the
scope of our Innovation Awards, in 2026.
We will also continue the development of
a new product with a major European
OEM that further improves the efficiency
and durability for thermal management
and emissions control in land vehicles.
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HAVING DIVESTED OUR
AEROSTRUCTURES
BUSINESSES, THE COMPANY
IS ABLE TO DIFFERENTIATE
ITSELF MOVING FORWARD
THROUGH A STRONG AND
DEVELOPING ENGINEERING
CAPABILITY.
Nigel Major
E V P, Str a tegy
Safety-critical accumulator from Senior
AerospaceMetal Bellows
4 Considered and effective capital
deployment
Overview
Senior is delivering effective capital
deployment in the interest of maximising
shareholder value. All significant
investments and portfolio changes,
including M&A and Prune to Grow, are
assessed using a rigorous investment
appraisal process and are supported by
abusiness case.
We propose to grow the full-year dividend
by 25%.
What we achieved in 2025
We maintained our pricing and return
oncapital discipline when negotiating
contracts and assessing investments and
issued new medium-term financial targets
at the investor event held in March. Key
investments made and implemented
during the year included the opening of a
new, larger, state-of-the-art facility for our
product design and development centre
inOakdale which will support new growth
in select other manufacturing sites such
as Senior Flexonics Cape Town. We also
opened a new modern, high-capacity
production facility in New Delhi, India, as
well as closing a smaller and older facility.
We divested our Aerostructures
businesses during 2025 and continued
tomanage the portfolio, evaluating our
operating businesses in terms of strategic
fit within the Group.
The Group is highly focused on delivering
excellent overall return on capital
employed which clearly exceeds the
Group’s cost of capital.
Next steps
We aim to continue to increase the
Group’s ROCE and to drive working
capitalefficiencies at all operations in the
medium term.
5 High performance operating
model
Overview
Senior strives for excellence through
ahigh-performance operating model,
drawing on the many world-class
practices from across the Group, of which
the key elements are:
the Senior Operating System (SOS), an
operational toolkit incorporating best
practice processes such as lean and
continuous improvement techniques,
supplier management, new product
introduction, 5/6S methodology, factory
visual management systems, risk and
financial management;
a comprehensive business review
process utilising a balanced scorecard
incorporating KPIs with a focus on
performance, growth, operational
excellence and talent development; and
clear processes for developing strategy,
ensuring top-down and bottom-up
alignment, considering inorganic
investments and managing M&A
transactions.
What we achieved in 2025
A considerable amount of SOS training
has been delivered, with new standards
developed and central repository records
enhanced. Training has focused on
inventory management in key strategic
sites, and Kaizen events have increased
both in velocity and quality, with a 40%
increase compared to 2024. We have also
recruited new coaches in SSP and Metal
Bellows in the US, and in Saltillo, Mexico.
Next steps
We aim to continue strengthening the
SOS to deliver operational efficiencies,
inventory reduction, strategic plan
deployment, best practice sharing and
Kaizen events. We will continue to
increase the number of Kaizen events
across all sites and introduce more formal
maturity assessment as we monitor
continuous improvement success.
STRATEGIC PROGRESS continued
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6 Cost competitive country strategy
Overview
Senior’s global footprint ensures that our
operating businesses stay competitive
atboth a capability and cost level. Key
investments have been made in Cape
Town, China, the Czech Republic, India
and Mexico to help ensure we meet our
customers’ cost and price challenges
whilst enhancing returns on investment.
We have established increasingly
sophisticated capabilities in these
countries, optimising production capacity
to align with growing demand and
enabling expansion into new markets.
What we achieved in 2025
We have opened a new factory in India,
offering more modern facilities and
considerably greater capacity, and at the
same time exited an older, smaller facility.
This is helping us meet higher demand
from new business wins.
We have continued the transfer of fluid
conveyance products from California to
our aerospace facility in Saltillo, Mexico,
which is improving the operational
efficiency of both sites.
Next steps
We aim to invest further in enabling
SeniorFlexonics Cape Town to offer a
cost-competitive option for aerospace
products.
Our cost competitive locations are playing
an ever-increasing role in meeting our
customers’ global requirements while
providing attractive returns for
shareholders.
7 Talent and development
Overview
Senior’s long-term performance depends
on the depth and resilience of our talent
and organisational capabilities. We have
ahighly skilled workforce, experienced
entrepreneurial business leaders and
functional experts.
What we achieved in 2025
We have strengthened our foundations
toensure we have the right skills,
leadership and capacity to deliver our
strategic priorities.
We are expanding technical and
engineering capability through new
training approaches, including AI
masterclasses, automation skills
programmes and coding for
CMCmachinery.
Our welders and craftsmen remain
central to our operation, and we are
deepening investment in specialised
training for these skills to maintain this
competitive edge.
We are enhancing succession
planningby strengthening our critical
role pipeline, broadening cross-
functional mentoring, improving
knowledge transfer and building
leadership readiness aligned with
futurestrategic demands.
We continue to mature a culture where
employee voice shapes performance,
improvinng engagement locally and
across the Group.
To attract top talent in technology
andinnovation, we are developing a
data-driven candidate engagement
approach that strengthens our
employer brand and builds future-ready
capability.
We are embedding a global culture of
continuous learning and development
to build and prepare for emerging
business needs.
Next steps
We will intensify our capability
assurancestrategy, accelerating
technology-enabled learning, expanding
the adoption of AI, strengthening talent
pipelines, and ensuring that leaders
havethe skills, capacity and readiness
todeliver successfully.
WE REGARD TALENT AND
CAPABILITY DEVELOPMENT
AS A KEY STRATEGIC
ACTIVITY TO SUPPORT
FUTURE GROWTH.
Silvia Schwark
EVP, Human Resources
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How we engage
In 2025 we further strengthened our
approach to open, consistent and
meaningful employee engagement
acrossall operating businesses.
Buildingon the solid practices
establishedin previous years, we
focusedon enhancing accessibility
anddeepening leadership involvement
indialogue with teams globally.
A key development this year was the
introduction of General Manager webinars
and workshops with external engagement
experts, which provided leaders with
advanced tools to interpret engagement
data, improve team conversations and
embed stronger engagement practices
across sites. Participation in the Global
Employee Opinion Survey rose to 88% in
2025, up from 85% in 2024, significantly
exceeding industry norms and reflecting
both more visible leadership involvement
and strengthened communication
channels. Business leaders and HR teams
continued to hold regular face to face
briefings, team meetings, skip level
sessions and informal check ins,
supported in some operating businesses
by employee apps and local
communication screens.
The Executive Leadership Team and the
Board remained highly active through site
visits, focus groups and roadshows,
creating opportunities for employees to
raise questions, share concerns and
understand Group level strategic priorities.
These activities further reinforced
transparency and strengthened our
culture of open dialogue.
Outcome of engagement
This year’s Global Employee Opinion
Survey provided rich and representative
insights across the Group. With 88%
participation, the results captured a broad
cross section of employee experience and
reinforced confidence in the process. The
Group engagement score remained at
7.5,consistent with the improvement
recorded in 2024 and reflecting a stable
and positive engagement environment.
Employees
STAKEHOLDER ENGAGEMENT
Collaboration for
mutualsuccess
Senior’s engagement with stakeholders
is a continuous process with the full
involvement of our Board and Executive
Leadership team.
Our stakeholders are people,
communities and organisations with
aninterest or concern in our Purpose,
strategy, operations, and actions.
Senior engages with five key groups
– ouremployees, customers, suppliers,
shareholders, and communities.
Byengaging and collaborating with
ourstakeholders we can ensure
ourbusiness delivers long-term
sustainable value.
Our Business Model lists our
stakeholdersalongside the environment.
We protect the environment through
oursustainability framework as outlined
inthe sustainability section on pages 44
to5 3.
BY ENGAGING AND
COLLABORATING WITH
OURSTAKEHOLDERS WE
CAN ENSURE OUR BUSINESS
GROWS AND DELIVERS
LONG-TERM SUSTAINABLE
VALUE.
David Squires
Group Chief Executive Officer
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24 Senior plc Annual Report and Accounts 2025
At operating business level, several teams
demonstrated significant year-on-year
improvement, building on focused
leadership effort, stronger communication
practices and disciplined follow through
on previous action plans. These operating
businesses have established internal good
practice approaches, offering valuable
examples for others across the Group to
learn from. Their progress highlights the
growing maturity of engagement
capability within the organisation,
supported by the leadership development
activities and strengthened organisational
insight introduced during 2025.
Beyond the headline score, we
continuedto track wider indicators
suchaswellbeing, values alignment
andstrengthsand focus areas analysis.
These dimensions help inform both local
and Group level priorities and ensure
operating businesses maintain clarity on
the drivers that most influence employee
motivation and alignment.
Company actions responding to
engagementoutcomes
Management level actions
Each Operating Business developed
refreshed 2025 action plans grounded in
both survey data and qualitative insights,
with all communicating outcomes to
employees and many engaging in focus
groups or one to one exploration
conversations to deepen understanding.
Using survey comments and focus group
insights, all leadership teams identified
core development areas and actions,
including enhanced recognition, facility
improvements, strengthened line
manager and functional training and more
consistent communication rhythms such
as regular all hands meetings.
Executive Leadership facilitated progress
through the business review cycle,
ensuring quality, consistency and
alignment with Group expectations.
Leadership capability was further
strengthened through the webinars and
external expert workshops launched
in2025.
Employees
88%
of our employees completed
our Global Employee Opinion Survey
The EVP HR continued to support
operating businesses through targeted
workshops with leadership teams,
drawing on feedback from focus groups
and review meetings and enabling leaders
to clarify actions taken, communicate
decisions transparently, ensure resource
availability and maintain accountability
forprogress.
Board level actions
The Board maintained active involvement
in employee engagement throughout the
year. Non-executive Directors continued
their programme of site visits, focus
groups and leadership conversations,
gaining valuable insight into local culture,
workforce sentiment and emerging
organisational themes.
The Board reviewed the 2025 survey
results and associated action plans,
receiving regular updates from the EVP
HR and the non-executive Director for
Employee Engagement, ensuring
engagement insights continued to inform
governance, strategic decision-making
and people-related priorities across
theGroup.
Looking ahead to 2026
In 2026 we will expand into enhanced
digital communication channels to enable
more accessible, timely and transparent
information sharing. These channels
willcomplement our face to face and
leadership led engagement activities
andwill be supported by a continued
webinar and workshop series for leaders
on engagement programme impact,
including good practice sharing between
Operating Businesses as part of our
learning series, while we continue to
worktowards our goal for all Operating
Businesses to perform consistently above
the external 50th percentile benchmark.
REFLECTIONS FROM
MARYWALDNER
The non-executive Director
designated toengage with
theGroup’s employees
As a non-executive Director
designatedto provide insight on
Senior’s employees as stakeholders,
Ihave drawn on my leadership
background and experience of working
in the engineering sector. I strongly
believe personal interaction provides
robust insight and hence, over the past
year, have facilitated 12 in-person focus
groups with employees of all levels,
five leadership team conversations
andconducted plant tours in the
UK(Senior Aerospace Bird Bellows),
France (Senior Aerospace Ermeto
andSenior Aerospace Calorstat)
andthe USA (Senior Aerospace SSP
and Senior Aerospace Steico
Industries). My objective has been to
strengthen two-way communication
between the workforce and the Board,
ensuring that employee perspectives
and concerns are heard and
understood.
A key theme that emerged from the
2025 workforce engagement was a
strong appreciation and desire for
collaboration, which enables
knowledge sharing and supports
operational excellence. Employees
recognise and welcome ongoing
investment in tools, machinery, and
quality initiatives, seeing these as
essential for maintaining high standards
and supporting future growth.
By incorporating these insights into
Board deliberations, I have helped
ensure the Board’s decisions are
informed by, and aligned with, the
priorities and feedback of our people.
Strategic report Governance report Financials statements Additional information
25 Senior plc Annual Report and Accounts 2025
STAKEHOLDER ENGAGEMENT continued
How we engage
Customer Engagement Overview
Senior maintains ongoing, structured
engagement with customers at several
levels of the organisation, including
through dedicated Customer Relationship
Managers and Global Marketing Teams
inEurope, the UK, and the USA. These
teams ensure regular communication
andsupport for our largest customers,
enabling us to monitor market dynamics
and respond promptly to challenges and
opportunities.
We actively seek customer feedback
through frequent interactions and
monthlyreporting on activities and
KeyPerformance Indicators (KPIs).
Customer scorecards are monitored
across all operating businesses. When
performance does not meet expectations,
we collaborate with customers to
setimprovement targets, define
implementation schedules, allocate
resources, and involve executive
leadership as needed.
Senior management, including the
CEO,held regular meetings with major
customers during 2025 to discuss
strategy, operational metrics and market
trends, but also, where required, to
address commercial terms, supply chain
and labour issues. These executive-level
discussions are integral to our relationship
management and help align mutual
objectives and achieve mutual success.
Outcome of engagement
Close engagement with Aerospace
andFlexonics customers has reinforced
Senior’s position as a trusted supply
partner, supporting customer production
and development programmes –
especially in clean energy and technology
innovation.
Company actions responding to
engagementoutcome
Management-level actions
Collaboration with customers informs our
technology and product development
strategies, ensuring Senior remains a
reliable and innovative supplier.
Board-level actions
The Board receives detailed monthly
updates on customer activities and new
business opportunities. During site visits,
the Board engages in in-depth discussions
with management regarding customer
performance.
Customers
ENGAGING CLOSELY WITH
CUSTOMERS AT ALL LEVELS
OF OUR ORGANISATION
HELPS US UNDERSTAND
DETAILED NEEDS AND
REQUIREMENTS. WE THANK
CUSTOMERS FOR THE FAITH
SHOWN IN SENIOR WHEN
EXTENDING OR AWARDING
NEW CONTRACTS.
Mike Sheppard
Flexonics Division President
See Contract Wins for Aerospace and Flexonics in the
Divisional Reviews on pages 32 and 36
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26 Senior plc Annual Report and Accounts 2025
How we engage
We engage with our suppliers in a variety
of ways, including during tender and bid
processes, scheduled status updates,
on-site visits and audits where
appropriate. Residual pockets of supply
chain constraints persisted during 2025,
predominantly in the Aerospace Division,
but the Group remained focused on
managing lingering supply volatility
caused by material shortages and labour
disruption through bilateral, collaborative
communication and close coordination
with suppliers regarding lead times,
demand changes, transportation options
and other sources of volatility. The
Executive Committee continues to closely
monitor the health and performance of
critical Group suppliers and supports the
operating businesses in their engagement
with suppliers where necessary.
In line with our Contract Review Policy,
which is mandatory for all operating
businesses, we continue to communicate
the requirements of the Group’s
Sustainable Sourcing Policy to key
suppliers and provide feedback to our
suppliers on their performance and,
where necessary, will agree improvement
action plans.
The Group also completes bi-annual
reporting pursuant to The Reporting on
Payment Practices and Performance
Regulations (2017), demonstrating our
commitment to remain a strong financial
partner with our suppliers.
Outcome of engagement
During 2025, our collaboration with
suppliers to manage residual supply chain
volatility through lead time management,
order flexibility and other cooperative
solutions.
In addition, the Group leveraged its
strongsupplier relationships to facilitate
asmooth and efficient supply chain
transition in preparation of the sale of the
Aerostructures business.
As part of our supply chain climate
engagement programme, we continue to
partner with CDP. We engaged with more
than 120 key suppliers in 2025, reinforcing
our commitment to driving sustainability
throughout our value chain. With an
increase in engagement of 16% compared
with 2024.
Alongside this program we expanded
ouranalysis of carbon reduction
commitments among our wider supply
chain, we have reviewed over 1000
suppliers. From these we have now
revealed, that over 62% by spend have
environmental-related targets and 56%
byspend have a carbon-related reduction
target. To support those still progressing
on this journey, we continue to provide
asimple carbon target tool aligned with
theprinciples of science-based targets.
This tool offers practical guidance to help
suppliers define, implement and monitor
their carbon reduction goals.
Senior’s leadership in supplier
engagement has been recognised with
CDP’s highest leadership status for
supplier engagement for three successive
years: 2022, 2023 and 2024. Building on
this strong foundation, we will continue to
advance the programme in 2026, ensuring
we drive impactful and collaborative
climate action across our supply chain.
Company actions responding to
engagementoutcome
Management-level actions
Supply chain challenges remained a
principle risk to the Group in 2025. While
the Aerospace supply chain continued to
stabilise to accommodate increasing build
rates, constraints persist within certain
industries and locations.
Suppliers
61%
Response rate from our CDP Supply
Chainprogramme
Where supply chain challenges persist,
these challenges, and actions to address
them, continued to be focal points during
operating business reviews and Executive
Committee meetings throughout the year.
We continued to engage with our largest
suppliers on our Scope 3 greenhouse gas
emission targets and regular updates are
provided to the Board on progress.
Board-level actions
The Board reviews the bi-annual reports
for our UK subsidiaries to monitor
compliance with negotiated vendor
payment terms.
The Group Director of HSE &
Sustainability attended two Board
meetings in 2024 and provided an
in-depth review on the progress in
engaging with suppliers in respect of
theGroup’s Scope 3 targets. When
necessary, the Group CEO has actively
intervened at executive level with critical
under-performing suppliers.
WE HAVE ENGAGED
OURKEY SUPPLIERS
TOSUPPORT THEIR
SUSTAINABILITY
JOURNEY AND EASED
SUPPLY CHAIN
CHALLENGES BY
WORKING CLOSELY
TOGETHER.
Launie Fleming
Aerospace Division President
Read more in the Risk & Uncertainties Section on
page5 6to65
Read more in the Sustainability Section on page 44 to53
Strategic report Governance report Financials statements Additional information
27 Senior plc Annual Report and Accounts 2025
STAKEHOLDER ENGAGEMENT continued
How we engage
In 2025, the Group continued to engage
actively with shareholders through the
Executive Leadership Team and other
Board members, including the Group
Chair, using a diverse and range of
tailoredchannels.
The Group Chair attended the full-year and
interim results announcements in March
and August 2025 and held individual
meetings with major shareholders to
discuss Group strategy, capital allocation,
and Senior’s leadership and management.
Key shareholder engagement during the
year included:
Twice-yearly meetings following
full-year and interim results, where the
Group Chief Executive Officer, Group
Chief Financial Officer and the Director
of Investor Relations & Corporate
Communications met major
shareholders face-to-face or virtually
todiscuss business performance, the
strategic focus on Fluid Conveyance
and Thermal Management (FCTM),
andimplications for future portfolio
composition, as well as to understand
shareholder views and address
anyconcerns.
Two Trading Updates, in April and
November, each followed by a dial-in
conference call for analysts and
investors and the option of follow-up
calls with the CEO, CFO, IR and
Chairman making themselves available
for follow-up calls with shareholders.
An investor event for analysts and
institutional investors alongside the
full-year results, at which Senior set out
delivery of its strategy, the outlook for
Senior as an FCTM business and our
medium-term financial targets for the
FCTM business.
Investors and analysts attended the
opening of the Senior Innovation Centre
in Wales, showcasing collaboration
across the Flexonics division and the
development and manufacture of highly
engineered, IP-rich FCTM products.
Three individual investor site visits
covered Senior Aerospace Bird Bellows
and BWT in the UK and Senior Flexonics
Pathway in the US.
Meetings with investors at the Paris Air
Show, where the Director of Investor
Relations & Corporate Communications
hosted shareholders and analysts at the
Group’s stand.
Ongoing use of digital platforms,
including press releases and LinkedIn,
to update investors on contract wins,
sustainability and technological
capabilities.
Throughout the year, the Group
responded to investor and analyst
information requests and supported
twonew investment banks in initiating
research coverage of Senior’s shares.
The Group also used the April 2025
Annual General Meeting to engage private
shareholders, giving them the opportunity
to hear directly from the Group Chief
Executive Officer, ask questions of the
Directors and hear their responses.
Outcome of engagement
Positive engagement with current and
potential shareholders through the
Investor Relations function and
management.
Shareholders were kept informed about
Group performance, market dynamics
and strategy through in-person
meetings, site visits and digital channels
such as the website and LinkedIn.
Two investment banks initiated
research coverage of Senior’s shares.
The Group maintained open
communication with shareholders
onkey topics including remuneration
andtargets.
Shareholders
WE ENJOY AN OPEN
DIALOGUE WITH OUR
SHAREHOLDERS AND GREATLY
VALUE THEIR FEEDBACK.
Ian King
Chair
Continued engagement followed
theTen-Month Trading Update,
whichcovered both continuing activities
and the discontinued Aerostructures
businesses.
The Board and management gained a
clearer understanding of shareholder
expectations in relation to strategic
decisions.
Company actions responding to
engagementoutcome
Management-level actions
In 2025, shareholder engagement
highlighted strong focus on delivery
oftheGroup’s strategy, completion of
theAerostructures disposal, overall
performance in the current environment
and the strategic emphasis on Fluid
Conveyance and Thermal Management.
In response, the Group continued its
Investor Relations programme, including
management presentations, in-person
meetings, site visits and use of social
platforms, enabling investors to gain
reassurance on strategy, understand the
FCTM focus and appreciate the Group’s
highly engineered, IP-rich capabilities.
Board-level actions
As part of the reporting cycle, the
Boardreceived regular updates on key
shareholders, share register movements,
share price performance and engagement
with investors and analysts. These
updates included feedback on investor
perceptions and the wider financial-
market environment, drawn from
shareholders, the Investor Relations
function and the Group’s corporate
brokers, Jefferies and DB Numis, with
additional updates on Group and Board-
level engagement as appropriate.
The Board discussed these issues with
management in its decision-making and
took shareholder feedback into account
when reaffirming the Group’s overall
strategy and ongoing strategic focus.
Strategic report Governance report Financials statements Additional information
28 Senior plc Annual Report and Accounts 2025
How we engage
Our organisation continues to take its
responsibilities toward the communities
inwhich we operate seriously, placing
emphasis on nurturing positive, long-term
relationships and making meaningful
contributions that reflect our Values
andpurpose. We remain committed to
strengthening the social fabric of our local
environments by supporting education,
skills development, social inclusion, health
and wellbeing, and access to essential
resources. Through these areas of focus,
we aim to create opportunities, contribute
to local resilience, and ensure that our
operations generate benefits that extend
beyond employment alone. This approach
forms the foundation for our community
engagement activity each year and
ensures that our actions align with
bothlocal needs and the Group’s
broadersustainability and people
focusedobjectives.
Inspiring the Next Generation. Senior
Aerospace Bird Bellows, UK continues
toinspire futuretalent by actively
engaging withlocal schools. In 2025,
the business sponsored and was
actively engaged with an ‘Earth’-
themed YoungArtists competition
across 18primary and secondary
schools, introduced pupilstous and the
industry, and strengthened outreach
through career-fair participation. The
initiative led to 12pupils completing
work experiences and boosted
apprenticeship interest. Over the
lastdecade, Senior Aerospace Bird
Bellows hastrained 41apprentices and
its first apprentice, now with 50 years
ofservice, continues to train the next
generation.
Developing Skills Through Welding
Education. Senior Flexonics Pathway
(SFP) in Texas, USA deepened its
commitment to workforce
development by supporting
semi-annual welding competitions at
Texas State University, where more
than 300 students participated in the
November event. SFP contributed
Certified Welding Inspector services
atno cost, provided equipment prizes
and extensive SWAG, and has since
been invited by two local high schools
to engage with their students.
Buildingonthis momentum, SFP will
host a lunch-and-learn at TSU and is
coordinating the addition of TIG welding
testing to future competitions.
Advancing inclusion. Senior Flexonics
Czech, contributes to regional
development by inspiring young people
through factory tours for 9th grade
pupils andactive participation in the
career fairs, helping families make
informed educational and career
decisions. Thecompany also
encourages employees to offer their
children the opportunity for hands
onpractical training. In parallel,
byemploying 93 people displaced by
the war in Ukraine, Senior Flexonics
Czech provides stability, dignity and
inclusion, enabling individuals to rebuild
their lives while enriching the workforce
and strengthening social cohesion
within the community.
Providing a fresh start. Senior Flexonics
GAin Wisconsin, USA has partnered
with the Wisconsin Department of
Corrections and Gateway Technical
College for eightyears now to support
individuals preparing for release through
the REECC work release programme.
Participants complete the Gateway
CNC Operator Certificate before
progressing to on-the-job CNC training
while still incarcerated, gaining skills,
confidence and financial stability for
reintegration. The partnership has
resulted in 35 hires to date, with several
becoming long-term contributors,
demonstrating the meaningful impact
of offering people a fresh start.
Supporting Education for All. Senior
Flexonics New Delhi strengthened
access to learning by providing
77bicycles to students along with
45benches, a water purification plant,
tubelights and fans for the Government
Model High School in Hallomajra,
Communities
Chandigarh. In India, education
isculturally cherished as the surest
pathto social mobility and family
advancement, making these
contributions deeply meaningful.
Outcome of engagement
Our community engagement activities
continue to generate positive impact for
individuals and groups across the regions
in which weoperate. By prioritising
education andexposure to real world
learning, we help inspire future career
pathways and contribute to building
localtalent pipelines. Our emphasis on
employability and life skills development
enables individuals facing barriers –
whether social, economic or
environmental – to gain confidence,
acquire new capabilities, and access
opportunities that support their long-term
independence. Furthermore, our support
for vulnerable groups and charitable
causes plays a role in strengthening
socialcohesion, helping local
organisations meet critical needs,
andfostering inclusion for those whose
circumstances require additional support.
Company actions responding to engagement
outcomes
At a management level, our businesses
willcontinue to embed community
engagement within their local operations,
maintaining committees or working
groups that coordinate activity, deepen
partnerships with local education
providers and community organisations,
and identify opportunities for charitable
involvement. These actions may include
supporting initiatives that benefit families,
contributing to programmes that promote
health and wellbeing.
At a Board level, oversight of community
engagement remains an integral element
of responsible business practice, with
regular reporting ensuring alignment
between local initiatives and the Group’s
strategic direction. This governance
approach reinforces our commitment to
maintaining meaningful and consistent
involvement in the communities we serve.
WE REMAIN COMMITTED TO
STRENGTHENING THE SOCIAL
FABRIC OF OUR LOCAL
ENVIRONMENTS.
Silvia Schwark
Executive Vice President Human Resources
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29 Senior plc Annual Report and Accounts 2025
Injury Rates
•
Lost Time Injury & Illness Rate
•
Total Recordable Illness & Injury Rate
202520242023202220212020
1.4
1.2
1.0
0.8
0.6
0.4
0.2
0.0
0.32
1.09
0.38
0.93
0.19
0.63
0.32
1.17
0.32
0.63
0.30
0.92
Non-Financial Objectives
The Group’s non-financial objectives are:
To reduce the Lost Time Injury and
Illness Rate (per 100 employees)
to0.3by 2025; and
To reduce absolute Scope 1 and 2
greenhouse gas (“GHG”) emissions
by30% by 2025, compared with
the2018 baseline year.
Key Performance Indicators
The key performance indicators (“KPIs”)
are defined as follows:
CO₂ emissions: An estimate of the
Group’s carbon dioxide emissions,
expressed in tonnes of CO₂
equivalent(tCO₂e).
Lost Time Injury and Illness Rate:
Thenumber of OSHA (or equivalent)
recordable injury and illness cases
involving days away from work,
per10 0employees.
The Group’s approach to calculating
andreporting GHG emissions follows
theGHG Protocol. The 2025 reporting
includes Scope 2 emissions (associated
with electricity consumption) calculated
using both the location-based and
market-based methods.
Scope 1 and 2 emissions (location-based
and market-based, FY25) have been
independently verified in accordance
withISAE 3410 (limited assurance).
GHG emissions are calculated using
thefinancial control approach, under
which the Group accounts for 100% of
emissions from operations over which
ithas financial control. This includes
allwholly owned operations and
subsidiaries consolidated for financial
reporting purposes.
In 2025, the Group exceeded its SBTi
near-term target, delivering a 39%
reduction in Scope 1 and 2 emissions
compared with the 2018 baseline
(exceeding the 30% reduction target).
The 2025 Lost Time Injury and
IllnessRatewas 0.3, meeting 2025
reduction target.
Further details of the Group’s
performance are set out on pages 51
to53. Additional information on the
methodology is provided on page 49.
Non-financial metrics Increased Decreased Unchanged
LOST TIME INJURY ILLNESS RATE
Incidents per 100 employees p.a.
41% reduction
from 2018 base year
CARBON DIOXIDE EMISSIONS SCOPE 1 AND 2 (MARKET-BASED)
Total tonnes CO
2
e
39.3%
from 2018 base year
Lost Time Injury and Illness Rate increased to 0.32 in 2025 against
0.19in 2024. We have met our target to decrease Lost Time Injury
andIllness Rate to 0.3 by 2025 with a 41% decrease versus
a2018baseline.
In 2025, our absolute Scope 1 and 2 Greenhouse Gas (“GHG”)
emissions reduced from 57,418 tCO
2
e (2018) to 34,870 tCO
2
e.
We have exceeded our SBTi 2025 target with a 39.3% reduction
againstour 2018 base year.
KEY PERFORMANCE INDICATORS
Good aerospace and defence growth
The Group highlights five financial and
two non-financial metrics to measure
progress in implementing its strategy.
Strategic report Governance report Financials statements Additional information
30 Senior plc Annual Report and Accounts 2025
Tonnes CO
2
e Scope 1 & 2
70,000
60,000
50,000
40,000
30,000
20,000
10,000
0
2024 202520232022202120202018 2019
57,418
•
Carbon Emissions Tonnes CO
2
e
Scope 1 & 2 (Market Based)
Carbon Emissions 2025 Target
56,992
46,747
46,540
44,821
40,491
38,238
34,870
2025
2024
£738.2m
£
697.7m
2025
2024
£56.9m
£
45.8m
2025
2024
8.6%
7.5%
2025
2024
13.1%
11.7%
2025
2024
9.65p
8.86p
Financial metrics Increased Decreased Unchanged
REVENUE GROWTH
£m
+5.8%
NET CASH FROM OPERATING ACTIVITIES
£m
+24.2%
RETURN ON REVENUE MARGIN
%
+110bps
RETURN ON CAPITAL EMPLOYED
%
+140 bps
ADJUSTED EARNINGS PER SHARE
pence
+8.9%
The Group’s adjusted operating margin of
8.6% increased by 110 basis points on a
reported and on a constant currency basis.
This reflected the benefits from improved
pricing, operational efficiencies, higher
Aerospace volumes and favourable mix
inFlexonics.
The Group generated net cash from
operating activities of £56.9m, which funded
gross capital expenditure of £32.6m in 2025.
The year-on-year increase was driven by
more effective management of working
capital and increased operating profit.
The year-on-year increase of 0.79 pence
reflects improved profitability partially offset
by higher adjusted tax rate. In 2024, the tax
rate benefitted from the recognition of a
deferred tax asset in respect to historical
taxlosses.
As discussed in the Group Chief Executive
Officer’s Statement, the year-on-year
increase reflected strong Aerospace growth,
while Flexonics delivered a robust set of
results. The impact on the Divisions is set out
in the Divisional Reviews, on pages 32 to37.
Return on capital employed (“ROCE”)
increased to 13.1%. The increase in ROCE
was mainly a result of increased adjusted
operating profit.
The continuing Group’s financial
objectives for 2025, which align with the
medium-term financial targets on page 38
were as follows:
to achieve revenue growth (at constant
exchange rates) in excess of the rate
ofinflation;
to increase the Group’s return on
revenue margin each year;
to increase adjusted earnings per share
on an annual basis;
to generate sufficient cash to enable
the Group to fund future growth and to
follow a progressive dividend policy;
and
to maintain an overall return on capital
employed in excess of the Group’s cost
of capital and to target a pre-tax return
between 15% and 20% on a post
IFRS16 basis.
The KPIs are determined as follows:
revenue growth is the rate of growth
ofGroup revenue, at constant
exchangerates;
return on revenue margin is the
Group’sadjusted operating profit
divided by revenue;
adjusted operating profit is defined
inNote 9;
adjusted earnings per share is defined
in Note 12;
net cash from operating activities
isavailable from the Consolidated
CashFlow Statement; and
return on capital employed is the
continuing Group’s adjusted operating
profit divided by the average of the
continuing capital employed at the start
of the period (total equity plus net debt
defined in Note 31c adjusted for
Aerostructures capital employed of
£229.3m) and the end of the period
(total equity plus net debt defined in
Note 31c).
Strategic report Governance report Financials statements Additional information
31 Senior plc Annual Report and Accounts 2025
DIVISIONAL REVIEW
Aerospace
THE DIVISION HAS MADE EXCELLENT
STRATEGIC AND OPERATIONAL
PROGRESS IN 2025. I’M DELIGHTED
THE AEROSTRUCTURES DISPOSAL
COMPLETED AND WE ENTER 2026
FULLY FOCUSED ON FCTM.
Launie Fleming
Aerospace Division Chief Executive
Aerospace Division
1
The Aerospace Division represents
58%(2024: 55%) of Group revenue
andconsists of operations in France,
Mexico, the United Kingdom and the USA.
The Division’s operating results on a
constant currency basis are summarised
below:
2025
£m
2024
1
£m Change
Revenue £426.3m £386.1m +10.4%
Adjusted
operating
profit £48.5m £36.6m +32.5%
Adjusted
operating
margin 11.4% 9.5% +190 bps
1 The Aerospace Divisional review is on a constant currency
basis, whereby 2024 results have been translated using
2025 average exchange rates and on an adjusted basis
toexclude amortisation of intangible assets from
acquisitions, site relocation costs and restructuring costs.
Reported operating profit is presented in Note 4. Unless
stated otherwise financial metrics within this divisional
review are presented on a Continuing and constant
currency basis.
Revenue Reconciliation £m
2024 revenue 386.1
Civil aerospace 18.7
Defence 12.7
Adjacent Markets 8.8
2025 revenue 426.3
Contract wins
The Aerospace Division has been
awarded several new or extended
contracts this year from the
followingcustomers:
Senior secured a multi-year contract
forhighly-engineered aerospace
standard parts from Airbus, to be
manufactured in Europe
Awarded a 3-year contract award from
an industry leading distributor for high
pressure hydraulic fittings
Multi-year contract extension from a
major OEM for compressor pumps
Added scope to existing contract
(multiple parts) on a key US
defenceplatform
Contract extension with improved
pricing for proprietary thermal
insulationcomponents
ADJUSTED OPERATING PROFIT
+32.5%
£48.5m
(2024 – £36.6m)
ADJUSTED OPERATING MARGIN
+190 bps
11.4%
(2024 – 9.5%)
SALES IN AEROSPACE
PRORTION OF THE GROUP
58%
(2024 – 55%)
REVENUE
+10.4%
£426.3m
(2024 – £386.1m)
AEROSPACE SALES ACROSS THE GROUP
AEROSPACE REVENUES
(EXCLUDINGADJACENTMARKETS)
Large
Commercial 33%
Regional and
Business
Aircraft 33%
Defence 34%
Civil aerospace 32%
Defence 16%
Adjacent
Markets 10%
North America 4
United Kingdom 2
Continental
Europe 1
7 GLOBAL AEROSPACE OPERATIONS
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32 Senior plc Annual Report and Accounts 2025
Senior also joined the Conscious
Aerospace-led Hydrogen Aircraft
Powertrain and Storage System
(“HAPSS”) consortium. It will apply
itsFluid Conveyance and Thermal
Management expertise to products
required to cool the propulsion system
of the retro-fitted Dash 8-300 regional
aircraft platform.
Markets and Performance
Overall, our Aerospace division continues
to make good progress strategically,
operationally and financially.
Revenue in the Aerospace Division
increased by 10.4% year-on-year on a
constant currency basis. The increase
reflected improved pricing, continued
strong growth at Spencer, higher defence
volumes and higher demand from
adjacent markets mainly inthe
semiconductor equipment sector.
Civil aerospace
Civil aerospace OEM production rates
areincreasing and the division benefited
from strong growth in regional jets,
fromacombination of build rates and
priceincreases.
Commercial deliveries at Airbus and
Boeing increased year-on-year with build
rates growing. In 2025 net orders for large
commercial aircraft for Airbus were 889
and for Boeing 1,175. At the end of 2025
Airbus’ commercial aircraft backlog was
8,754 and Boeing’s commercial aircraft
order backlog stood at 6,130 (representing
a backlog for each OEM of over a decade
at current build rates).
Airbus delivered 793 aircraft in 2025,
27 more than the 766 deliveries it made in
2024. Airbus had good order intake for the
A320-family of aircraft (63% of net orders
in 2025). The target production rate for the
A320 family of aircraft is a rate of between
70 and 75 aircraft per month by the end of
2027, for the A330 5 per month in 2029
and for the A350 12 per month in 2028.
Airbus have stated that its production-rate
target for the A220 is 13 aircraft per month
in 2028.
CASE STUDY: SENIOR AEROSPACE METAL BELLOWS
Experts in Fluid Conveyance and Thermal Management
Market diversity supporting
sustainablegrowth
Senior Aerospace Metal Bellows
(MetalBellows) is a provider ofprecision
edge welded bellows assemblies and
engineered Fluid Conveyance and
Thermal Management solutions
supporting aerospace, semiconductor,
medical, defence, energy, and industrial
applications. Witha fully integrated
manufacturing model spanning design,
analysis, welding, machining, testing,
and inspection, the operating business
delivers high reliability, hermetic
components and sub-assemblies
forcritical systems. Its edge-welded
bellows deliver zero leakage,
exceptionally high cycle life and stable
performance under challenging
conditions of high pressures and broad
temperature ranges. They are typically
used in maintenance-free accumulators
and reservoirs, as part of thermal
valvesand actuators, for dynamic
seals,hermetic pumps and to deliver
ultra-clean precision motion control.
Metal Bellows is pioneering new
approaches to operational efficiency,
byutilising advanced tool-free
roboticwelding, the use of bespoke
AIsystems for defect detection and
quality control, and continual operational
excellence inthe application of Senior
Operating System’s methodologies.
The strong engineering capability within
the business means Metal Bellows can
deliver optimised solutions for highly
regulated and mission critical markets,
offering enhanced performance in the
movement of fluids and gases via
compressors, pumps, or valves in
aerospace and energy applications,
inrelieving thermal expansion using
actuators or compensators in advanced
electronics cooling systems and other
thermal management systems or in
providing leak-free seals for aero-
engines, precision actuators for the
manufacturing of semiconductors
andpump components that can
beimplanted within the body to
dispense drugs.
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33 Senior plc Annual Report and Accounts 2025
DIVISIONAL REVIEW continued
In 2025, Boeing delivered 600 aircraft up
from 348 deliveries in 2024. In October
2025, the FAA and Boeing agreed jointly
to lift the production cap on the 737
programme from 38 to 42 per month.
Meanwhile, the 737-10 has entered the
final phase of its certification flight testing.
The 787 programme saw production
stabilise at seven per month and has
begun transitioning production to eight
aircraft per month. Certification of the
777-9 aircraft is continuing and the aircraft
is now anticipated to enter in service
in2027.
Embraer is aiming to deliver approximately
100 of its commercial jets per annum
within the next two years, up from 78
in2025.
As a result, during the period Senior’s
sales increased by 8.7% compared to
prioryear. Spencer continued to grow
strongly, up 32% in the year compared to
2024. 7% of civil aerospace sales were
from widebody aircraft in the first half of
2025, with the other 93% of sales being
from single aisle aircraft and regional and
business jets.
Defence
Production of the F-35 continues to
beunderpinned by robust demand
fromboththe US and international
customers, supporting a production rate
of 156 aircraft per year. The C-130J is
currently being produced at a rate of c.20
aircraft per annum, mainly for international
customers, while the T-7A is scheduled to
reach operational capability during 2027.
Senior supplies the Eurofighter, Rafale and
A400M aircraft programmes. The former
two are experiencing strong demand
which is expected to result in a doubling
ofproduction rates for both programmes
by 2030.
Total revenue from the defence sector
increased by £12.7m, 11.7%, with a
combination of higher sales and higher
price, principally on F35 and C-130
programmes, to both OEM and
aftermarket customers.
Adjacent markets
Revenue derived from adjacent markets
such as space, power & energy, medical
and semiconductor equipment, where the
Group manufactures products using very
similar technology to that used for certain
aerospace products, increased 14.1%
year-on-year to £71.1m as a result of the
improvement in demand from our
semiconductor equipment customers.
Operational performance
Our supply chains continue to stabilise
asa result of specific actions we and
oursuppliers have implemented, with a
few remaining hotspots being managed
accordingly. To protect supply chain
continuity, we have selectively in-sourced
critical capabilities such as the
manufacture of precision parts essential
to our bellows based products in Senior
Aerospace Metal Bellows; and the
supplyof hydraulic fittings from Spencer
to Senior Aerospace Steico for its fluid
conveyance defence products.
Adjusted operating profit
During the period, adjusted operating
profit increased by 32.5% to £48.5m
(2024: £36.6m) and adjusted operating
margin increased by 190 basis points
to11.4% (2024: 9.5%), ahead of our
expected rate of progress to our medium-
term targets. This increase reflected
improved pricing, higher sales and some
one-off items as operations pushed to
deliver projects in Q4, be they engineering
paid for by the customer or other
commercial agreements. Reported
operating profit for Aerospace in the year
was £45.1m (2024:31.2m).
Outlook
Growth in civil aircraft build rates and
increased demand across its other
markets is expected to drive further
goodprogress in 2026 andbeyond.
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34 Senior plc Annual Report and Accounts 2025
Flexonics
THE DIVISION HAD A STRONG YEAR,
GROWING TOP AND BOTTOM LINE
DESPITE SOFTNESS IN LAND
VEHICLE MARKETS.
Mike Sheppard
Flexonics Division Chief Executive
Flexonics Division
2
The Flexonics Division represents 42%
(2024: 45%) of Group revenue and
consists of operations in Canada, China,
the Czech Republic, Germany, India,
South Africa, the United Kingdom and the
USA. The Division’s operating results on
aconstant currency basis are summarised
below:
2025
£m
2024
2
£m Change
Revenue £313.4m £313.0m +0.1%
Adjusted
operating
profit £35.0m £34.4m +1.7%
Adjusted
operating
margin 11.2% 11.0% +20 bps
Share of JV
– operating
profit £3.0m £1.2m +150.0%
Adjusted
operating
margin
(inclJV) 12.1% 11.4% +70 bps
2 The Flexonics Divisional review, presented before the
share of the joint venture results, is on a constant currency
basis, whereby 2024 results have been translated using
2025 average exchange rates and on an adjusted basis
toexclude restructuring costs and site relocation costs.
Reported operating profit is presented in Note 4. Unless
stated otherwise financial metrics within this divisional
review are presented on a constant currency basis.
Revenue reconciliation £m
2024 revenue 313.0
Land vehicle 3.0
Power & energy (2.6)
2025 revenue 313.4
ADJUSTED OPERATING PROFIT
+1.7%
£35.0m
(2024– £34.4m)
ADJUSTED OPERATING MARGIN
+20 bps
11.2%
(2024 – 11.0%)
SALES IN FLEXONICS
PROPORTION OF THE GROUP
42%
(2024 – 45%)
REVENUE
+0.1%
£313.4m
(2024 – £313.0m)
FLEXONICS SALES ACROSS THE GROUP
Land Vehicles 25%
Power & Energy 17%
North America 4
Continental
Europe 2
United Kingdom
2
India 1
South Africa 1
China
3
2
3 Including joint venture
12 GLOBAL FLEXONICS OPERATIONS
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35 Senior plc Annual Report and Accounts 2025
DIVISIONAL REVIEW continued
Contract Wins
The Flexonics Division has been awarded
a number of important contracts this year
which include:
Supply of fluid conveyance assemblies
for multiple light vehicle ICE and hybrid
engine types to a global supplier for
components used across the range of
diesel, gasoline and hybrid platforms
Exhaust gas recirculation coolers
onanew engine type (with Euro 7
specification) to be used on multiple
vehicle platforms by a leading global
manufacturer of heavy-duty trucks
Supply of fluid conveyance assemblies
to a leading European truck OEM for
theheavy-duty commercial market
Supply of non-invasive fluid conveyance
medical equipment to a medical
deviceOEM
Awarded expansion joint contract for
the space market (manufactured
byaFlexonics business)
Markets and Performance
Flexonics revenue marginally increased
0.1% compared to the prior year, on a
constant currency basis. This result
reflected the benefit of the launch
andramp up of newer land vehicles
programmes enabling the division to
outperform end markets in both North
America and Europe. We saw strong
performance in our important
downstream oil & gas and nuclear
businesses while our sales to upstream
oiland gas customers were lower as we
continued to deprioritise the focus on
commoditised machined products.
Land vehicles
Stronger than anticipated economic
growth in the US has contributed to a
recent improvement in freight spot rates,
while clarity on the EPA’s 2027 NOx
regulations has led to the expectation of a
small pre-buy during 2026. While Heavy
Duty truck production forecasts have
been variable, ACT is now forecasting a
marginal increase in 2026, with production
continuing at the current lower rate during
the first half of the year before the start of
an anticipated recovery in the second half.
Weak economic fundamentals in Europe
led to reduced freight activity and so a
reluctance among freight companies to
invest in their truck fleets during 2025.
S&P data shows that Class 8 vehicle
production was down 1% year-on-year.
However, low-fleet replacement rates
andan ageing truck fleet are anticipated to
underpin demand growth going forward.
S&P is predicting production growth in
2026 of 6%.
In the off-highway sector, demand for
construction and mining-related vehicles
was flat year-on-year in North America,
while increasing by 6% in Europe and
by12% in China & SE Asia. Industry
participants are forecasting that demand
in 2026 will be flat year-on-year in North
America, up by 0% – 10% in both China
and Europe and flat in Asia (excl. China).
European light vehicle production declined
by 1% in 2025 as inventories returned to
historical levels and production became
aligned with underlying demand.
Production in North America fell by 1% in
2025 due to the introduction of tariffs and
supply-chain disruptions. In India, the
other light-vehicle market to which Senior
has significant exposure, production in
2025 increased by 7% as demand was
boosted by a reduction in consumer taxes
and multiple new model launches. S&P is
forecasting that production in 2026 will fall
by 3% in Europe, by 2% in North America
and increase by 8% in India.
Sales to land vehicle markets increased
by1.6%, outperforming end markets,
asnewer contracts moved into series
production. Sales to passenger vehicle
markets grew by 30.9% to £59.7m,
morethan offsetting the market-related
reductions in the North American truck
and off-highway markets.
Senior’s European truck and off-highway
sales decreased by 0.7% (£42.0m) in
theyear, benefiting from the launch and
ramp of new programme wins, almost
offsetting the declining heavy-duty truck
market by 3% in Europe in 2025.
Sales to other truck and off-highway
regions increased by £1.1m to £8.2m
driven by growth in India.
The China JV predominantly makes
products for the domestic land vehicle
market. Particularly strong growth in
revenues for 2025 of 60%, driven by
newcontract wins and increased market
share, meant Senior’s share (49%) of the
JV’s operating profit more than doubled
in2025.
As anticipated, Senior’s sales to the
NorthAmerican truck market decreased
by 17.7% to £47.4m, compared to market
production decreasing by 25%. Our North
American off-highway sales decreased
5.2% to £30.7m.
Power & energy
In the Group’s power & energy and related
business, sales decreased by 2.0% to
£125.1m in the year.
Electricity demand is being driven
primarily by economic growth,
urbanisation and the adoption of digital
technologies and EVs. In North America,
this trend is resulting in the reactivation
and life extension of nuclear power
stations and is benefiting Senior, which
isone of only a few companies that are
licensed to sell into this sector.
Sales to oil and gas customers decreased
by £0.9m in the year as we continued to
reduce focus on commoditised upstream
oil & gas products. Strong growth in
ourdownstream oil and gas business,
assisted by the completion of Pathway’s
expansion joints contract to the
Government Authority of India Limited’s
project, was a key driver of favourable
mixand contribution to higher adjusted
operating profit margins.
When excluding oil & gas customers
salesto other power & energy markets
decreased by £1.7m spread across various
industrial markets.
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36 Senior plc Annual Report and Accounts 2025
Adjusted operating profit
Adjusted operating profit for Flexonics
excluding JV of £35m increased by£0.6m
compared to prior year. Thedivisional
adjusted operating marginincreased by
20bps to 11.2% (2024: 11.0%) benefiting
from favourable mix, increased
aftermarket and restructuring initiatives.
These cost reduction initiatives in certain
Flexonics operations were implemented
late in 2025 and designed to protect
Flexonics profitability given softer
conditions in certain end markets.
Therestructuring cost in 2025 of £5m
(anadjusting item) is expected to deliver
£4m annualised savings starting in 2026.
Reported operating profit for Flexonics
excluding JV in the year was £29.4m
(2024: £34.6m).
In addition, our joint venture in China
performed very strongly in the year,
contributing £3.0m (2024: £1.2m) to
Group adjusted operating profit.
Outlook
Flexonics expectations for 2026
areunchanged with robust double-
digitmargins being maintained, when
including the JV, notwithstanding the
softer conditions incertain end markets.
CASE STUDY: SENIOR FLEXONICS PATHWAY
Experts in Fluid Conveyance and Thermal Management
Engineering for Extreme Environments
Senior Flexonics Pathway (Pathway)
supports global operators with critical
requirements for safety and reliability
by engineering highly dependable
thermal management and fluid
handling systems designed to perform
in some of the industry’s most extreme
operating environments. Using
advanced expertise in bellows, metal
hoses, expansion joints and damper
valve systems, Pathway delivers
solutions that maintain integrity over
long service lives while reducing
unplanned downtime.
Across refineries, chemical processing
plants and high temperature service
environments, Pathway’s capability to
manufacture large diameter bellows up
to 230 inches, ensures customers have
the right solution for high pressure and
chemically aggressive applications.
Expansion joints and hoses supplied to
nuclear power plants are built, tested
and certified for service life that
spansdecades.
These capabilities are backed
byrobustquality programmes,
enabling customers to trust Senior for
installations where safety, compliance
and product lifetime are mission critical.
With decades of legacy installations
still performing reliably, and with the
scale to respond to emergency and
expedited customer needs, Pathway
continues to be a partner of choice for
petrochemical, nuclear, space, and a
vast number of industrial process
operators seeking proven engineering
performance under pressure.
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37 Senior plc Annual Report and Accounts 2025
FINANCIAL REVIEW
Strong adjusted operating profit
growth from continuing operations
WE HAVE MADE EXCELLENT
PROGRESS ON OUR MEDIUM-
TERM RETURN ON CAPITAL
EMPLOYED TARGETS, AN
INCREASE OF 140 BASIS
POINTS TO 13.1% IN 2025.
Alpna Amar
Group Chief Financial Officer
Alpna Amar
Group Chief Financial Officer
Medium-Term Financial Targets
Continued successful execution of the
Group’s strategy will support the delivery
of its medium-term financial targets which
were announced in March 2025:
Group adjusted operating margins
3
:
atleast double-digit margins
– Aerospace: at least mid-teens
operatingmargins
– Flexonics: 10%-12% operating
margins
Cash conversion
3
target: greater than
85% through the cycle
ROCE
3
: 15-20%
These targets are underpinned by a strong
balance sheet, with leverage
3
at0.5x to
1.5x and supported by an expectation of
mid-single digit organic growth through
the cycle.
3 For definitions on these financial measures see page 1.
Revenue
Group revenue was £738.2m (2024 –
£707.4m). Excluding the adverse
exchange rate impact of £9.7m, Group
revenue increased by £40.5m (5.8%),
withstrong growth in the Aerospace
Division and marginal growth in
theFlexonics Division. In 2025, 62% of
revenue originated from North America,
16% from the UK, 19% from the Rest
ofEurope and 3% from the Rest of
theWorld.
Operating profit
Adjusted operating profit increased by
£10.6m (20.0%) to £63.6m (2024 –
£53.0m). On a constant currency basis,
which excludes the adverse exchange
rateimpact of £1.0m, adjusted operating
profit increased by £11.6m (22.3%).
Financial Summary – Continuing operations
A summary of the Group’s operating results (at reported currency) is set out in the
tablebelow on a continuing basis. Further detail on the performance of each Division
isset out in the Divisional Review.
Revenue
Adjusted
operating profit
1
Margin
2025
£m
2024
£m
2025
£m
2024
£m
2025
%
2024
%
Aerospace 426.3 391.1 48.5 36.9 11.4 9.4
Flexonics
2
313.4 317.7 35.0 35.1 11.2 11. 0
Share of results of Joint
venture 3.0 1. 3
Inter-segment sales (1.5) (1.4)
Central costs (22.9) (20.3)
Group total 738.2 707.4 63.6 53.0 8.6 7. 5
1 See table below for reconciliation of adjusted operating profit to reported operating profit.
2 Flexonics results are presented before share of results of joint venture.
Adjusted operating profit may be reconciled to the operating profit that is shown in the
Consolidated Income Statement as follows:
2025
£m
2024
£m
Adjusted operating profit 63.6 53.0
Amortisation of intangible assets from acquisitions (1.6) (1.6)
Restructuring costs (5.0) –
Pension benefit clarifications (7.3) –
Site relocation costs (2.4) (3.5)
US class action lawsuit – (1.1)
Operating profit 47.3 46.8
Strategic report Governance report Financials statements Additional information
38 Senior plc Annual Report and Accounts 2025
2025
2024
738.2
707.4
2025
2024
63.6
53.0
2025
2024
13.1
11.7
The Group’s adjusted operating margin of
8.6% increased by 110 basis points on a
constant currency basis, with increases in
both Aerospace and Flexonics divisions.
Aerospace adjusted operating profit
benefited from price increases, better mix
and higher volumes throughout the year,
as well as a commercial settlement in
connection with an insurance claim in the
first half and increased commercial activity
closer to the year end. In Flexonics a
favourable product mix and strong
performance in the joint venture in China
more than offsetthe impact of lower
North America heavy-duty truck volumes.
As set out in Note 9, adjusted operating
profit and adjusted profit before tax are
stated before £5.0m restructuring costs
(2024 – £nil), £7.3m pension benefit
clarification costs (2024 – £nil), £1.6m
amortisation of intangible assets from
acquisitions (2024 – £1.6m) and £2.4m
site relocation costs (2024 – £3.5m).
Reported operating profit was £47.3m
(2024 – £46.8m).
Restructuring
In 2025, the Group implemented a
group-wide restructuring programme,
mainly affecting North American and
European Flexonics businesses, due to
softer market conditions inthe North
American heavy-duty truck market. The
Group took decisive action inthe second
half of the year to protect margins and
scale the businesses appropriately.
The restructuring costs of £5.0m
(2024- £nil), of which £1.5m was cash
outflow in 2025, involved headcount
reductions (£2.9m) and impairments to
property, plant and equipment (£0.4m)
and inventory (£1.7m) in certain specific
programmes where the Group will
nolonger participate and there is no
alternative use. These costs have
beenpresented as an adjusted item
asthey arenot reflective of in-year
performance.
The programme is expected to generate
annualised savings of around £4m, helping
to offset the anticipated reduced demand.
Retirement benefit schemes
The Group operates a number of pension
plans in the UK, North America and
Europe. These include both defined
contribution arrangements and defined
benefit arrangements. The Senior plc
Pension Plan (“the UK Plan”), which is a
funded scheme in the UK and closed to
future accrual at the end of 6 April 2014,
has the largest pension obligation in the
Group and Company. In addition, the
Group operates one defined benefit plan
in the US and a small number of unfunded
post-retirement plans, including a closed
healthcare scheme in the USA.
In September 2025, the Trustee of the
UKPlan entered into a bulk annuity
contract (“buy-in”) with an insurer, M&G,
covering all scheme members. The policy
is treated as a plan asset and substantially
matches the benefits payable, which has
helped the Group de-risk the balance
sheet in respect of any future volatility
related to the pension assets and
liabilities. The legal obligation remains
with the Plan Trustee. The buy-in
transaction has been accounted for as an
asset loss through Other Comprehensive
Income, rather than settlement
accounting through theIncome
Statement. Progression andconclusion
onseveral workstreams withthe Trustee
are required. As part of the due diligence
workundertaken for the buy-in, some
clarifications were identified relating to
theadministration of certain historical plan
benefits. The Group incurred a charge of
£7.3m in 2025 representing the estimated
effect of applying these clarifications on
the UK Plan at the year end. The charge
has beenpresented as an adjusting item
as itis notreflective of underlying in-year
performance. For further detail on the
financial impact of the buy-in, see
Note3 3.
REVENUE
£m
+4%
ADJUSTED OPERATING PROFIT
£m
+20%
RETURN ON CAPITAL EMPLOYED
%
+140 bps
Strategic report Governance report Financials statements Additional information
39 Senior plc Annual Report and Accounts 2025
THE GROUP’S ADJUSTED
PROFIT BEFORE TAX WAS
£51.2M, AN INCREASE OF 21%
ON A REPORTED BASIS.
Alpna Amar
Group Chief Financial Officer
FINANCIAL REVIEW continued
The retirement benefit surplus in respect
of the UK Plan decreased by £20.2m to
£23.3m (31 December 2024 – £43.5m)
due to £29.6m loss on assets and benefit
clarification costs primarily related to
thebuy-in transaction explained above
and £1.3m running costs partly offset
by£10.7m of other net actuarial gains
andinterest income. The latest triennial
actuarial valuation of the UK Plan as
at5 April 2025 showed a surplus of
£23.3m (5 April 2022 – £24.5m).
On19December 2025, the Company
appointed ndapt Trustee Limited (“ndapt”)
to replace Senior Trustee Limited as
thesole professional trustee of the UK
Plan, following an assessment of the
governance structure and the workstream
requirements following the buy-in.
Retirement benefit deficits in respect of
the US and other territories decreased by
£0.5m to £6.3m (31 December 2024 –
£6.8m). The estimated cash contributions
expected to be paid during 2026 in the
USfunded plans is £0.4m (£0.4m was
paid in 2025).
Site relocation costs
Site relocation costs of £2.4m (2024 –
£3.5m) include £1.5m (2024 – £3.0m)
related to the transfer of some
manufacturing from Senior Aerospace
SSP’s facility in California, US, to its cost
competitive facility in Mexico. The Group
also incurred £0.8m costs (2024- £0.5m)
related to the transfer of our Innovation
Centre in Oakdale, UK (previously
SeniorFlexonics Crumlin) to a nearby
higher-tech facility to better support its
scale, design, development, test and
qualification capabilities.
Finance costs and income
Gross finance costs, net of Spencer
consideration fair value change, were
£21.5m (2024- £17.4m) and finance
income was £8.6m (2024- £8.8m).
Netfinance costs, net of finance income
and before Spencer consideration fair
value change, increased to £12.4m
(2024- £10.8m).
Net finance costs comprise IFRS 16
interest charge on lease liabilities of
£2.2m(2024 – £1.8m), net finance income
on retirement benefits of £2.1m (2024-
£2.0m) and net interest charge of £12.3m
(2024- £11.0m). This increase was driven
by higher underlying interest rates and
higher average borrowings in 2025 versus
the prior period.
Profit before tax
Adjusted profit before tax increased by
21% to £51.2m (2024 – £42.2m) reflecting
higher adjusted operating profits partly
offset by higher net interest costs.
Reported profit before tax decreased by
£3m to £34.1m (2024 – £37.4m) reflecting
higher net interest costs and the prior year
benefit of Spencer consideration fair value
change. The reconciling items between
adjusted and reported profit before tax
areshown in Note 9.
Tax charge/credit
The adjusted tax rate for the period was
22.1% (2024- 13.0%), being a tax charge
of £11.3m (2024- £5.5m) on adjusted
profit before tax of £51.2m (2024-
£42.2m). The adjusted tax rate benefits
from enhanced deductions for R&D
expenditure in the USA as well as the
geographical mix of taxable profits.
The reported tax rate was 19.9%, being
atax charge of £6.8m on reported profit
before tax of £34.1m. This included £4.5m
tax credit against items excluded from
adjusted profit before tax, of which £0.4m
related to amortisation of intangible assets
from acquisitions, £0.7m related to site
relocation costs, £0.3m related to
corporate undertakings, £1.3m related
torestructuring costs and £1.8m related
topension benefit clarification costs.
In 2024, the reported tax rate was 11.2%,
being a tax charge of £4.2m on reported
profit before tax of £37.4m. This included
£1.3m tax credit against items excluded
from adjusted profit before tax, of which
£0.4m credit related to amortisation
ofintangible assets from acquisitions,
£1.0mrelated to site relocation costs,
£0.3m related to US class action lawsuit
partly offset by £0.4m debit related to
corporate undertakings.
Cash tax paid was £7.5m (2024- £7.4m)
and is stated net of tax refunds received of
£nil (2024- £1.2m) in respect of UK R&D
expenditure credit payments and tax paid
in prior periods.
Strategic report Governance report Financials statements Additional information
40 Senior plc Annual Report and Accounts 2025
2025
2024
90.0
86.0
2025
2024
35.8
26.1
2025
2024
221
159
Earnings per share
The weighted average number of shares,
for the purposes of calculating undiluted
earnings per share, decreased to
413.4 million (2024 – 414.3 million).
Thedecrease principally arose from
shares being released from theemployee
benefit trust to satisfy vesting of certain
share-based payments. The adjusted
earnings per share was 9.65pence (2024
– 8.86 pence). Basic earnings per share
was 6.60 pence (2024– 8.01 pence).
SeeNote 12 for details of the basis of
these calculations.
Return on capital employed (“ROCE”)
ROCE, a key performance indicator
fortheGroup as defined on page 31,
increased by 140 basis points to 13.1%
(2024 – 11.7%). The increase in ROCE
wasmainly asaresult of increased
adjusted operating profit.
Research and design
The Group’s expenditure on research
anddesign was £15.7m during 2025
(2024– £15.4m) representing 2.1%
ofrevenue (2024 – 2.2%). Expenditure
was incurred on funded and unfunded
work, which primarily relates to designing
and engineering products in accordance
withindividual customer specifications
and investigating specific manufacturing
processes for their production. The
Groupalso incurs costs on general
manufacturing improvement processes
which are similarly expensed. Unfunded
costs in the year have been expensed,
consistent with the prior year, as they
didnot meet the strict criteria required
forcapitalisation.
Exchange rates
A proportion of the Group’s operating
profit in 2025 was generated outside the
UK and consequently, foreign exchange
rates, principally the US Dollar against
Sterling, can affect the Group’s results.
The 2025 average exchange rate for the
US Dollar applied in the translation of
income statement and cash flow items
was $1.31 (2024 – $1.28). The exchange
rate for the US Dollar applied to the
translation of Balance Sheet items
at31 December 2025 was $1.34
(31 December 2024 – $1.25).
Using 2025 average exchange rates would
have decreased 2024 revenue by £9.7m
and decreased 2024 adjusted operating
profit by £1.0m. A 10 cents movement
inthe £:$ exchange rate is estimated
toaffect forecast full-year revenue on
average by £32m, adjusted operating
profit by £4m and net debt by £8m.
Free Cash flow
Free cash flow generated from continuing
operations, as set out in the table below,
was £35.8m (2024- £26.1m). The Group
had a working capital outflow of £7.9m
(2024- £8.6m) with timing of receivable
collections. Working capital represented
13.5% of revenue (31 December
2024: 14.0%).
Gross capital expenditure was £32.6m
(2024: £29.6m) which equates to 1.5
times (2024- 1.4 times) depreciation
excluding the impact of IFRS16.
Wecontinue to invest in our asset base
tosupport organic growth across the
business. For example, in the first half,
weinvested in vertical integration within
our Bartlett plant, USA and supported the
site relocation of our plant in Oakdale, UK.
For the full year 2026, capital expenditure
is expected to be 1.3 times depreciation.
OPERATING CASH CONVERSION
%
+400 bps
FREE CASH FLOW
£m
+37%
FUNDING HEADROOM
£m
+£62m
Strategic report Governance report Financials statements Additional information
41 Senior plc Annual Report and Accounts 2025
2025
£m
2024
£m
Operating profit 47.3 46.8
Amortisation of intangible assets from acquisitions 1.6 1. 6
Site relocation costs 2.4 3.5
US class action lawsuit – 1. 1
Pension benefit clarifications 7.3 –
Restructuring costs 5.0 –
Adjusted operating profit 63.6 53.0
Depreciation (including amortisation of software) 28.7 27.3
Working capital and provisions movement, netofrestructuring items (7.9) (8.6)
Pension contributions (0.8) (0.8)
Pension service and runningcosts 1.6 1. 6
Other items
1
4.5 2.5
Capital expenditure (32.6) (29.6)
Sale of property, plant andequipment 0.3 –
Operating cash flow 57.4 45.4
Interest paid, net (14.1) (11.9)
Income tax paid, net (7.5) (7.4)
Free cash flow 35.8 26.1
Site relocation costs paid (2.4) (1.6)
Restructuring costs paid (1.5) (0.5)
Corporate undertakings
2
(13.8) (11.5)
Dividends paid (10.3) (10.1)
Dividends from Joint Venture 1.0 3.0
Purchase of shares held by EBT net of repayments (7.4) (4.9)
Net cash flow ContinuingOperations
3
1.4 0.5
Free cash flow Discontinued Operations (3.1) (8.8)
Net proceeds and disposal costs Discontinued Operations 88.7 (1.5)
Net cash flow DiscontinuedOperations 85.6 (10.3)
IFRS 16 and other net debt Discontinued Operations 33.5 –
Effect of foreign exchange rate changes 7.6 (3.1)
IFRS 16 non-cash additionsand modifications including acquisition (15.8) (12.9)
Change in net debt 112.3 (25.8)
Opening net debt (229.6) (203.8)
Closing net debt (117.3) (229.6)
1 Other items comprises £4.7m share-based payment charges (2024 – £4.0m), £(3.0m) profit on share of joint venture (2024 – £(1.3m)), £3.0m working capital and provision currency movements
(2024 – £(0.2m)) and £(0.2m) profit on sale of fixed assets (2024 – £nil).
2 Corporate undertakings comprise Spencer acquisition items including £13.0m contingent consideration payment and £0.8m of other acquisition related costs paid during 2025.
3 Net cash flow, a non-statutory item enhancing the understanding of movements in net debt, is free cash flow (defined in note 31c) after corporate activity such as acquisitions, restructuring,
disposal activities, financing and transactions with shareholders.
FINANCIAL REVIEW continued
Strategic report Governance report Financials statements Additional information
42 Senior plc Annual Report and Accounts 2025
Financial Summary – Discontinued
operations
The Group completed the sale of its
Aerostructures business on 31 December
2025 to Sullivan Street Partners, a
UK-based mid-market private equity
investor, for total estimated consideration
of £116.8m, comprising initial proceeds
of£95.7m and estimated customary
adjustments and fair value contingent
consideration receivable of £21.1m. Net
assets disposed were £147.3m (£210.0m
working capital and other assets net of
held for sale depreciation stoppage,
£27.2m goodwill, partly offset by £35.3m
finance lease liabilities and £54.6m
recycling of historical foreign currency net
gains) and disposal costs were £11.7m,
which resulted in a full year net loss before
tax of £42.2m. The full financial impact of
the sale is subject tofinalisation of several
customary adjustments, such as working
capital adjustments as well as
confirmation oftheearnout. See Note 35
for further details on the financial impact
of the sale of Aerostructures in 2025.
Revenue in Aerostructures grew by 15%
in 2025 from £272.4m to £312.5m and
reported operating profit improved by
195% to £6.2m (2024- £6.5m loss).
Afteraccounting for the £42.2m loss
ondisposal (2024- £nil) and £3.0m net
interest costs, reported loss before tax
was £39.0m (2024- £9.6m loss). Free
cash outflow for the period was £3.1m
(2024- £8.8m), reflecting increased levels
of working capital as trading increased in
the period as well as investment in capital.
Strategic report Governance report Financials statements Additional information
43 Senior plc Annual Report and Accounts 2025
Net debt (Continuing and discontinued
operations)
Net debt which includes IFRS 16 lease
liabilities decreased by £112.3m to
£117.3m at31 December 2025
(31 December 2024 – £229.6m). As noted
in the cash flow summary on the previous
page, the Group generated net cash flow
of £87m, before £7.6mfavourable foreign
currency movements and £15.8m
non-cash changes in lease liabilities due to
additions and modifications and £33.5m
related tothe disposal of Aerostructures
lease liabilities and other net debt.
The Continuing Group generated net
cashflow of £1.4m and Aerostructures
was £3.1m outflow before £88.7m inflow
related to net proceeds received and
disposal costs. The Continuing Group
paid£13.8m in respect of the Spencer
acquisition consideration and other related
costs, £2.4m in site relocation costs,
£1.5m restructuring costs, £10.3m in
dividends and purchased £7.4m in shares
for the employee benefit trust. In addition,
the Group received a £1.0m dividend from
its joint venture in China.
Net debt excluding IFRS 16 lease liabilities
of £44m (31 December 2024 – £76.2m)
decreased by £80.1m to £73.3m at
31 December 2025 (31 December 2024
– £153.4m).
Funding and Liquidity
At 31 December 2025, the Group
heldcommitted borrowing facilities
of£293.8m, comprising five private
placement loans, two rolling credit
facilities and a Term Loan facility.
TheGroup had headroom of £220.5m
under these committed facilities.
In February 2025, new private placement
notes of $40m (£32m) were issued and
drawn down, carrying an interest rate
of5.46% and are due for repayment in
February 2029. In June 2025, the Group
extended the maturity of its $50m US
Revolving Credit Facility (“RCF”) to June
2027. On 24 July 2025, a Term Loan
Facility of £30m was issued for a period
of6 months, at a variable interest rate.
This facility was issued as a short-term
committed facility increasing headroom
until the disposal of the Aerostructures
business on 31st December 2025.
Thefacility has been repaid in full on
23 January 2026. In October 2025,
the$60m private placement noteswere
fully repaid.
The weighted average maturity of the
Group’s committed facilities was 2.1 years
at 31 December 2025.
Net debt (defined in Note 31c) was
£117.3m, including £44.0m of capitalised
leases. The Group’s lending covenants
under its borrowing facilities exclude the
impact of these leases. There are two
covenants for committed borrowing
facilities, which are tested at June and
December: the Group’s net debt to
EBITDA (defined in the Notes to the
Financial Headlines) must not exceed 3.0x
and interest cover and the ratio of EBITDA
to interest must be higher than 3.5x. At
31 December 2025, the Group’s net debt
to EBITDA was 0.9x and interest cover
was 7.0x, both comfortably within
covenant limits. For all testing periods
within the Going Concern Period (defined
in Note 2), there is sufficient headroom to
remain within the covenant limits and the
Group’s committed borrowing facilities,
even in a severe butplausible downside
scenario.
Alpna Amar
Group Chief Financial Officer
SUSTAINABILITY REVIEW
Continued sustainability
leadership
WE EXCEEDED OUR 2025
NEAR-TERM SBTI TARGET
WITH A 39% REDUCTION IN
SCOPE 1 AND 2 EMISSIONS,
ACHIEVED CDP ‘A’ RATINGS
FOR OUR CLIMATE
DISCLOSURES AND
CONTINUED TO STRENGTHEN
OUR SAFETY CULTURE.
Mark Roden
Group Director of HSE & Sustainability
Sustainability at Senior
At Senior, sustainability is not a separate
initiative it is woven into the fabric of our
operations, decision-making, and value
creation. Our integrated approach ensures
that responsible practices guide how we
innovate, manufacture, and grow.
Climate action is central to our
sustainability ambition and underpins
ourbusiness strategy, particularly in the
development and production of IP-rich
fluid conveyance and thermal
management solutions that enable
efficiency and decarbonisation
acrossindustries.
We hold ourselves accountable for the
environmental and social impacts of
our activities. By aligning with global
standards and responding to stakeholder
expectations, we are building a more
resilient business- one that supports
ajusttransition and creates enduring
valuefor all.
We are contributing to the following
UNSustainable Development Goals:
We manufacture precision medical
components and are a trusted
partner in life-critical applications
All facilities provide safe drinking
water and adequate sanitation for
both staff and visitors.
We continue to progress our agenda
to maximise the use of clean energy
in our facilities.
We provide high-quality employment
opportunities with strong growth
potential for the communities in
which we operate.
We provide products which reduce
vehicle emissions helping our cities to
improve air quality.
We constantly monitor our processes
to reduce waste and maximise
efficiency.
Our climate programs continue to
deliver meaningful reductions in our
operational carbon emissions.
With 24,000+ organisations reporting to
CDP, we’re delighted to earn an A score
for the fourth consecutive year.
ENVIRONMENT SOCIAL GOVERNANCE
Continuing to make measurable progress
toward our ambitious environmental targets
Fostering a global safety culture
that begins with senior leadership
Our Purpose articulates our commitment to
long-term value creation for our stakeholders
Scope 1 and 2
emissions
reduction against
our 2018 baseline
39%
Recycling
rate
92.4%
Percentage of
women on the
Senior plc Board
44%
Total Lost Time
Injury and Illness
Rate
0.30
Percentage of
employees who
completed annual
Code of Conduct
training
96%
Accreditation
for all Senior
legacy businesses
ISO
14001
Read more about our progress in Environment
inSustainability on pages 46 to 49
Read more about our progress in Social in Sustainability
onpages 50 to 53
Read more about our progress in Governance
inSustainability on pages 54 to 55
Strategic report Governance report Financials statements Additional information
44 Senior plc Annual Report and Accounts 2025
Senior’s material sustainability topics
In 2024, the Group applied the Double
Materiality Assessment process to assess
sustainability-related risks, impacts and
opportunities. These were identified
through reviews of internal documents,
industry bodies, regulators, investor
ratings, customers, peers and sector
reports. Senior also consulted internal
andexternal stakeholders to understand
which topics they viewed as potentially
material, creating a short list of
quantifiable topics. Each short listed
topicwas assessed on an inherent basis,
using the time horizons aligned to the
Corporate Sustainability Reporting
Directive (CSRD) reporting framework.
Impact materiality was evaluated using
European Sustainability Reporting
Standards (ESRS) and European Financial
Reporting Advisory Group (EFRAG )
guidance on scale, scope and
remediability. Financial materiality
considered potential effects on revenue,
profit, cost of capital and asset values. The
risks, impacts and opportunities (IROs)
shown in the table below, are relevant to
all of the Group’s market sectors.
Upstream Own operations Downstream
Topic and Sub-topic IRO IRO definition Time
Horizon
Further
information
Environment
R&D and product
innovation
Switching to low-emission technology cuts GHG emissions, reducing climate harm
M
L
Pages
16-19, 67
Product design Expansion of low-emission products helps hard-to-decarbonise sectors adopt clean energy,
reducing climate harm
M
L
Pages
16-19
Climate change
mitigation
GHG emissions from operations, supply chain and product use contribute to climate harm
M
L
Pages
46-49
Committing to Net Zero GHG emissions across the supply chain by 2040 limits climate impact
L
Pages
46-49
Shift to low-emission products and activism against certain sectors may lower demand for
some Senior products
M
L
Pages
16-19,
67-69
Changing customer preferences may raise demand for low-carbon products
M
L
Pages
16-19
Responsible material
sourcing and efficiency
Potential harm to environment
through resource use
S
M
L
Page 55
Social
Product performance,
quality and safety
Potential harm from
productcomponent failure
S
M
L
Page 55
Potential reputational and
legal risks from failure to meet
product standards
S
M
L
Page 55
Employment – own
workforce
Fair and transparent work
environment benefits
employees
S
M
L
Pages
51-53
Potential harm to employees
due to failure to support
health and wellbeing
S
M
L
Page 50
Skill shortages may disrupt
operations and lower
product quality
S
M
L
Pages
51-53, 64
Workers – supply chain Potential harm to workers
in the supply chain
S
M
L
Pages
55,62
Governance
Data protection /
cyber security
Failure to protect data can result in lost trust and legal action
S
M
L
Pages
55,62
Potential negative impact from data breaches on suppliers, employees and customers’ privacy
S
M
L
Page 55
Supply chain
management
Potential disruption
and reputation risk
S
M
L
Page
55,62
Anti-bribery
and corruption
Potential reputation
and litigation risks
S
M
L
Page 55
Key
Positive impact
Negative impact
Financial risk
Financial opportunity
S
Short-term (1year)
M
Medium-term (1-5 years)
L
Long-term (>5years)
Strategic report Governance report Financials statements Additional information
45 Senior plc Annual Report and Accounts 2025
Environment
SUSTAINABILITY REVIEW continued
We continue to deliver strong, measurable
progress toward our ambitious
environmental goals. Our continued
investment in sustainable manufacturing
is accelerating our journey toward carbon
neutrality and creating meaningful
benefits for our customers, employees,
communities, and wider stakeholders.
We take a proactive, science-based
approach to tackling climate change,
withour commitment to achieve Net Zero
emissions by 2040 fully aligned with
theParis Agreement. Our targets,
independently approved by the Science
Based Targets initiative (SBTi), provides a
robust, credible foundation that ensures
our actions are both impactful and aligned
with global climate science.
Energy management is a key driver of
oursuccess. By improving efficiency,
expanding low-carbon energy use,
andimplementing smarter energy
practices across our operations, we
arereinforcing our leadership in climate
action and actively contributing to a more
sustainable future.
39%
reduction in Scope 1
and 2 emissions
8%
increase in sourcing of
renewable electricity
ENVIRONMENTAL HIGHLIGHTS
39% reduction in Greenhouse Gas Emissions
(GHGemissions) against a2018 base year
CDP A rating for climate disclosure and action
andsupplier engagement
92.4 % waste recycling (increase of 1.3%
from2024)
60 % sourcing of renewable electricity
(increasefrom 52% in 2024).
Our approach to climate transition planning
Economy-wide
transition
Our Fluid Conveyance and Thermal
Management technology allows us to
support our customers with high-value
solutions in the medium and long term
as they transition to sustainable
technologies.
Decarbonising
Senior
Senior commits to reach Net Zero GHG
emissions across the value chain by 2040
from a 2018 base year.
Climate-related risks
and opportunities
Climate change has been identified as
one of the Group’s principal risks since
2019. Further details of climate-related
impacts, risks and opportunities can be
found on page 45.
Strategic report Governance report Financials statements Additional information
46 Senior plc Annual Report and Accounts 2025
Economy-wide transition
Senior is positioned at the heart of the
global shift to low-carbon technologies.
Our advanced fluid conveyance and
thermal management systems enable
customers to accelerate their transition
tocleaner, more efficient platforms.
Thesehigh-value solutions support both
medium, and long-term decarbonisation
across multiple sectors, reinforcing
Senior’s role as a trusted partner in the
evolution of sustainable technologies.
Decarbonising Senior
We are equally committed to transforming
our own operations. Senior has pledged to
achieve Net Zero GHG emissions across
our entire value chain by 2040, using 2018
as our baseline year. This ambition is
backed by science-based targets, real
progress, and a clear decarbonisation
roadmap that prioritises energy
efficiency,renewable energy, and
supplierengagement.
Progress towards our certified Science-
Based Targets
We remain firmly committed to reducing
our operational emissions and are
delivering this through a structured carbon
reduction programme centred on:
Improving energy efficiency across all
facilities and processes
Expanding on-site renewable
generation through solar photovoltaic
installations
Increasing procurement of low-carbon
and renewable electricity wherever
market conditions allow
These actions are delivering tangible
progress toward our climate objectives
and reinforcing our contribution to the
global transition to a low-carbon economy.
In 2025, our businesses continued to
prioritise reducing Greenhouse gas
emissions, extending the generation of
on-site solar capacity, and upgrading plant
and equipment with more energy-efficient
technologies.
CASE STUDY: SENIOR FLEXONICS CAPE TOWN SOLAR PV PROJECT
In 2025, Senior Flexonics Cape Town
undertook a Solar PV installation
project. The initiative was driven by the
need to reduce reliance on the national
grid electricity, to lower operating costs
and to minimise the environmental
impact of emissions.
The solar installation is expected
toreduce GHG emissions by
SeniorFlexonics Cape Town by
approximately 70,000 kg per year,
while also providing the operating
business with a far more stable
powersupply and decreasing its
dependence on generators during
occasional power failures in the
CityofCape Town.
This project illustrates how financial
planning is applied to address
climate-related risks and capitalise
onopportunities within our operational
regions, leading to improved energy
reliability and strengthened business
continuity.
Enhancing Operational Resilience Through
Renewable Energy
Strategic report Governance report Financials statements Additional information
47 Senior plc Annual Report and Accounts 2025
CARBON DIOXIDE EMISSIONS SCOPE 1 AND 2
(MARKET-BASED)
Total tonnes CO
2
e
39.3%
from 2018 base year
60,000
50,000
40,000
Tonnes CO
2
e Scope 1 & 2
2018 2019 2020 2021 2022 2023 2024
30,000
20,000
10,000
0
In 2025, our absolute Scope 1 and 2 Greenhouse
Gas (“GHG”) emissions reduced from 57,418 tCO
2
e
(2018) to 34,870 tCO
2
e. We have exceeded our
SBTi 2025 target with a 39.3% reduction against
our 2018 base year.
Tonnes CO
2
e Scope 1 & 2
70000
60000
50000
40000
30000
20000
10000
0
2024 202520232022202120202018 2019
57,418
•
Carbon Emissions Tonnes CO
2
e
Scope 1 & 2 (Market Based)
•
Carbon Emissions 2025 Target
56,992
46,747
46,540
44,821
40,491
38,238
34,870
57,418
56,992
47,747
46,540
44,821
40,491
2025
38,328
34 ,870
Tonnes CO
2
e Scope 1 & 2
70,000
60,000
50,000
40,000
30,000
20,000
10,000
0
2024 202520232022202120202018 2019
57,418
•
Carbon Emissions Tonnes CO
2
e
Scope 1 & 2 (Market Based)
Carbon Emissions 2025 Target
56,992
46,747
46,540
44,821
40,491
38,238
34,870
70,000
Progress on Near-Term Science-Based
Targets
Scope 1 and 2
We achieved our 2025 Near-Term
Science-Based Target for Scope 1 and 2
emissions a year early in 2024, in 2025
wesurpassed this with a 39% reduction
compared to our 2018 Base Year.
In summary across 2025:
Achieved a 9% reduction in total Scope
1 and 2 emissions (market-based) in
2025 compared to 2024.
Achieved a 39% reduction in Scope 1
and 2 emissions against our 2018
baseline.
Increased the sourcing of renewable
electricity to 60% in 2025, up from 52%
in 2024.
Scope 3
Scope 3 emissions are generated from
activities outside of Senior’s direct control,
yet they make up a significant proportion
of our overall carbon footprint. Because
these emissions occur across our value
chain and extend well beyond the
boundaries of Scope 1 and 2, they remain
a central focus within our decarbonisation
strategy.
Purchased goods and capital goods
contribute the largest share of our Scope 3
profile, which makes strong supplier
engagement essential. Reducing these
emissions depends on active
collaboration, transparent reporting and
ashared commitment to climate action.
Since 2021, we have partnered with CDP
to strengthen our engagement with
suppliers, promoting best practices and
building capability across the value chain.
This long-standing collaboration is
supporting progress toward our SBTi-
approved Scope 3 supplier engagement
targets and reflects our ambition to deliver
meaningful, lasting emission reductions
beyond our own operations.
Through our climate engagement
programme, we continued our partnership
with CDP in 2025, engaging more than
120 key suppliers, with a response
increase of 16% compared with 2024.
This demonstrates growing momentum
across our supply base. To further support
smaller suppliers and those new to
greenhouse gas accounting, we provide
asimplified climate information request
template, helping them build confidence
and capability in reporting.
The information gathered through these
engagements is used to calculate our
Scope 3 emissions from purchased
goodsand capital goods. This refined
methodology represents a significant
improvement on previous spend-based
calculations, delivering more accurate
andactionable insights.
Senior has committed that 82% of its
suppliers by spend (covering purchased
goods, services and capital goods) will
have SBTi in place by 2025. This SBTi
target recognises supplier engagement as
best practice in Scope 3 categories where
direct control is limited.
Using data from our CDP engagement,
direct supplier requests and information
from more than 1,000 suppliers, we
haveanalysed the extent to which
environmental and carbon-related targets
are embedded across our supply chain.
This analysis shows that:
Around 56% of suppliers by spend have
environmental-related targets in place
Around 43% of suppliers by spend have
specific carbon-reduction targets
To support suppliers that are still
developing their approach, we continue
toprovide a simple carbon-target tool
aligned with science-based principles.
This practical tool helps suppliers define,
implement and monitor credible carbon-
reduction goals.
Our current SBTi engagement
commitment expires at the end of 2025
and will be replaced by rebased Net-Zero
and Near-Term targets. While it is likely
that future Scope 3 targets may shift
toward absolute reductions rather than
engagement-based goals, our supplier
engagement programme will continue.
The data, insights and collaboration it
enables are essential to our long-term
decarbonisation strategy and our
commitment to supporting the
sustainability journey of our supply chain.
Our progress in supplier engagement
hasalso been recognised externally:
CDPawarded Senior a Supplier Engagement
Leadership award, reflecting the strength,
transparency and impact of our approach.
In 2025, we were pleased to again achieve
anA rating from CDP for Climate Disclosure
and Action, marking our fourth consecutive
year at the highest level. With more than
24,000 organisations reporting to CDP, we
arehonoured to be among the select few
recognised with an A score. This continued
achievement underscores our leadership in
transparent climate reporting and highlights
the strength and consistency of our approach
within our peer group.
Energy efficiency actions
In 2025, we continued to advance energy
efficiency across our global operations,
delivering environmental improvements.
Key initiatives included upgrading building
insulation, enhancing heating, ventilation,
and air conditioning (HVAC) systems,
andexpanding LED lighting installations.
We also focused on improving energy
efficiency in production processes,
implementing machine and equipment
upgrades, optimising compressed air
systems, and introducing heat recovery
initiatives. These actions are helping us
reduce energy consumption while
supporting operational performance.
SUSTAINABILITY REVIEW continued
ENVIRONMENT continued
Strategic report Governance report Financials statements Additional information
48 Senior plc Annual Report and Accounts 2025
Eleven Senior operating businesses
(ninefrom continuing operations)
havenow adopted advanced energy
monitoring software, providing
detailedinsights into gas, electricity,
andwater usage. These systems allow
plants totrack consumption by service
category,benchmark against baselines,
and assesscost impacts through
interactive dashboards. They also
enablerapid detection of anomalies,
supporting prompt investigations and
corrective actions.
Through these ongoing initiatives, we
arenot only improving energy efficiency
but also embedding a culture of
continuous environmental improvement
across our operations.
Waste
In 2025 we continued our focus on
reducing waste in our operations
Examining our production processes
carefully and continuing to assess options
to recycle and reuse our waste products.
This has resulted in an increase in
recycling rate to 92.4% from 91.1 %
in2024.
Eleven of our operational sites achieved
zero waste to landfill in 2025.
For information on
hazardouswaste,please see:
www.seniorplc.com/sustainability
Water
In 2025, our total water consumption rose
to 256 megalitres, up from 240 megalitres
in 2024, reflecting increased production
activity and the growing demand for
ourproducts.
While higher production drives water use,
we remain committed to minimising the
environmental impact of our operations
through smarter water management.
Inparticular, we are prioritising water
efficiency in regions facing significant
water stress.
Looking ahead to 2026, we will focus
ontargeted initiatives to reduce water
consumption in high-risk areas, ensuring
our operations continue to grow
sustainably while protecting vital water
resources. These efforts demonstrate
ourcommitment to responsible resource
management and leadership in water
stewardship across our global operations.
In compliance with Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 – Streamlined Energy and Carbon Reporting
(SECR)
1st Jan 2025 to 31st Dec 2025 1st Jan 2024 to 31st Dec 2024
UK and
Offshore
Global
excluding
UK and
Offshore Total
UK and
Offshore
Global
excluding
UK and
Offshore Total
Scope 1: Combustion offuel andoperation offacilities 1,075 7,877 8,952 1,140 6,805 7,945
Scope 2 (location based) Electricty, heat and steam purchased for own use 2,302 42,734 45,036 2,381 42,975 45,356
Scope 2 (market based) Electricty 0 25,918 25,918 0 30,293 30,293
Total gross Scope 1 and 2 (locationbased) emissions/tCO
2
e 3,377 50,530 53,907 3,521 49,780 53,301
Energy consumed in MWhtocalculate aboveemissions 17,453 134,613 152,066 16,872 129,121 145,993
Scope 3: Business travel, waste,water 145 1,812 1,957 283 2,382 2,665
Total Gross emissions/tCO
2
e (Scope2location based) 3,522 52,342 55,864 3,804 52,162 55,966
Intensity measure/tonnes CO
2
emittedper £m of revenue 22 59 53 23 63 57
Water usage (in megalitres) 26 230 256 25 215 240
Percentage of waste recycled orrecovered 100% 92% 92% 100% 91% 91%
Methodology
The Group calculates and reports GHG
emissions in line with the GHG Protocol.
Three data sources are used: UK
Government GHG Conversion Factors
(DEFRA full set for advanced users, 2025),
US EPA eGRID emission factors for US
electricity (2025), and IEA emission
factors (2025 edition). Scope 2 emissions
are reported using both location- and
market-based methods. Market-based
utility emission rates were collected
between December 2025 and January
2026 as the best available data for the
reporting year. As these factors are
periodically updated, they represent our
best estimate at the time of reporting.
Each Senior business reports
environmental performance monthly
through the Group’s financial reporting
process. Scope 1 and 2 emissions
(location- and market-based, FY25) are
independently assured in accordance
withthe International Standard on
Assurance Engagements ISAE 3410
(limited assurance.
The Group applies the financial control
approach, accounting for 100% of
emissions from operations it controls,
covering all wholly owned operations
andsubsidiaries for financial reporting
purposes.
Limited Scope 3 emissions are shown
above. Full, externally assured Scope 3
disclosures for 2025 will be published on
our website and in our CDP Climate
Change submission.
Total waste includes hazardous and
non-hazardous solid, sludge and
liquidmaterials (including wastewater
since 2019) sent off-site for disposal,
treatment, recycling or reuse. By-
products or scrap reused in production,
and wastes managed by third-party
contractors, are excluded. DEFRA
conversion factors are applied globally
toestimate waste-related carbon
emissions. We obtain limited assurance
over the recycling rate in accordance
with International Standard on
Assurance Engagements 3000
(Revised).
Strategic report Governance report Financials statements Additional information
49 Senior plc Annual Report and Accounts 2025
Social
7.5
Employee engagement index
0.30
lost time illness and injury
and illness rate per 100
employees
SOCIAL HIGHLIGHTS
Continued to strengthen our safety culture with
our global “Safety is in Your Hands” campaign
Completion of our supervisor behavioural safety
in-person workshops
Senior’s engagement programme stayed strong in
2025, emphasising recognition, communication
and workplace improvements
Capability development and digital readiness
became a focus point with Senior’s AI Thinktank
and Masterclasses delivered empowering leaders
Health and safety
The health, safety and wellbeing of
ouremployees and contractors remain
afundamental priority for Senior. Our
commitment to achieving world-class
health and safety standards is embedded
across the Group and is recognised as a
core responsibility at every level of the
organisation.
We actively encourage all employees
totake personal ownership of safety
byidentifying and reporting unsafe
workpractices or potentially hazardous
situations. In 2025, this proactive
cultureresulted in approximately
18,000near-miss reports, providing
valuable insight into risks before harm
occurs. Good practices and key learnings
are routinely shared across the Group
through regionalmeetings and our
intranet, reinforcing astrong culture of
continuous improvement.
SUSTAINABILITY REVIEW continued
Senior operates a comprehensive,
Group-wide Environment, Health and
Safety (EHS) Management Framework,
which incorporates robust risk evaluation
processes and operational controls across
all facilities. The framework is subject to
annual audits conducted by ISO-trained
personnel, providing independent
assurance of its effectiveness. Seven of
our operating businesses have already
transitioned from OHSAS 18001 to ISO
45001, reflecting our ongoing alignment
with leading international standards.
Employees across the Group receive
regular environment, health and safety
training tailored to their specific roles,
work areas and responsibilities.
In 2025, there were no work-related
fatalities involving employees or
contractors across the Senior Group, and
no major (serious or life-changing) injuries
were recorded. This performance reflects
the strength of our safety systems and
theongoing commitment of our people.
While we continued to operate at
world-class injury rate levels, both Total
Recordable Injury and Illness Rates and
Lost Time Injury Rates increased in 2025
compared to 2024. In response, and as
part of our commitment to continuous
improvement, we implemented two major
global safety initiatives in addition to our
routine auditing and support activities.
The first initiative focused on
strengthening leadership capability at
supervisory level, equipping supervisors
with enhanced behavioural safety skills
tobetter anticipate risk and intervene
before injuries occur. The second initiative
targeted hand safety, the most common
injury type within Senior due to the nature
of manufacturing components with
sharpmetallic edges prior to finishing.
TheGroup-wide “Safety Is in Your Hands”
programme was launched in the third
quarter of 2025 and will continue
into2026.
These targeted actions have already
contributed to a positive trend in safety
performance during the second half of
2025. Building on this momentum, we
remain firmly focused on our goal of
continuous improvement and on further
strengthening our health and safety
culture across all operations.
In 2025, we worked to improve hand-injury
prevention by launching our “Safety is in your Hands”
campaign, strengthening daily behaviours, improving
safety conversations, and increasing vigilance when
handling material and tools across our
operatingbusinesses.
Strategic report Governance report Financials statements Additional information
50 Senior plc Annual Report and Accounts 2025
Senior plc’s social sustainability agenda
in2025 continued to build on the strong
foundations established in previous years,
deepening our commitment to inclusion,
capability development, culture,
wellbeingand community engagement.
Our people centred approach remained
core to our business model, supported by
initiatives aligned to our Values of Safety,
Integrity, Customer Focus, Respect &
Trust, Accountability and Excellence.
These values guided us in creating an
environment where colleagues feel safe,
supported and empowered to contribute
to our Purpose of helping ‘engineer the
transition to a sustainable world for the
benefit of all our stakeholders’.
We remained firmly committed to equal
opportunities, fairness, work life balance
and eliminating discrimination for all
employees and applicants. Senior’s
leaders strive to cultivate a workplace in
which everyone can thrive, reach their full
potential and contribute meaningfully to
our long-term success. We recognise
thevalue of diverse perspectives and
encourage individuals to speak openly,
engage respectfully and embrace
different viewpoints. Our people policies,
processes and behaviours reinforce these
expectations across talent acquisition,
development, succession and
progression.
Inclusion
In 2025, Senior continued to embed
inclusive practices across recruitment,
development, leadership behaviour and
everyday decision-making, reinforcing
ourcommitment to being an equal
opportunities employer. Our Human
Rights Policy and Code of Conduct—
translated into our designated
languages—set clear expectations for
respectful behaviour, fairness and dignity
at work. All employees again completed
annual Code of Conduct training,
strengthening awareness of rights and
responsibilities and supporting a culture
grounded in ethical conduct.
Our Preventing Harassment and
Promoting Respect training reinforced
expectations for inclusive and professional
behaviour, promoting psychological
safetyand supporting a strong speak
upenvironment across all operating
businesses. We maintain zero tolerance
for discrimination, harassment or bullying
of colleagues or third parties.
Inclusive communication and
engagement remained a hallmark of our
decentralised operating model. Operating
businesses continued to use mechanisms
such as round table discussions, focus
groups and skip level meetings to ensure
diverse perspectives are heard. Local
initiatives such as the Kudos Wall at Senior
Aerospace Metal Bellows (see case
study) and the Employee App launched at
Senior Aerospace BWT (BWT) and Senior
Flexonics Czech further strengthened
dialogue, transparency andaccessibility.
Feedback from across the Group
highlighted inclusive team dynamics, open
communication channels and consistent
application of inclusive work practices.
The table below shows the Group’s Board
of Directors, Executive Leadership Team
(ELT) and operational senior management
in 2025 by gender.
Training & Development
Training and capability development
continued to be a priority in 2025,
supporting Senior’s autonomous and
collaborative operating model. Operating
businesses carry out their own training
needs analysis and development planning,
drawing also on local and Group
programmes and on Group’s eLearning
platform, which provides a rich suite of
courses for both individuals and
businesses. This ensured consistent
access to technical, on the job and skills
based learning across the Group.
Group level activity focused on preparing
for future capability shifts. The AI
thinktank delivered a masterclass for
General Managers, Senior Leaders and
the ISIT community to strengthen digital
readiness. People manager development
remained a major emphasis, with Senior
Flexonics New Delhi establishing a
dedicated training room foronboarding
and manager capability building, and
Senior Aerospace SSP, California
launching a comprehensive supervisor
development programme to upskill
frontline leaders. Wewill continue to
broaden our efforts in this area.
Technical skill development was advanced
locally, supported by a structured skill
matrix in several businesses, including
Senior Aerospace Thermal Engineering.
Across 2025, Senior expanded structured
development programmes such as
engagement training for General
Managers, supervisors and HR leaders,
technical upskilling and multiskilling
acrossChina, Europe and North America,
and theOwning My Impact leadership
programme. Strong apprenticeship
schemes in the UK and partnerships with
colleges in the US andEurope further
strengthened early career pipelines.
WE RECOGNISE THE
CONTRIBUTIONS OF OUR
PEOPLE, WHOSE
COMMITMENT AND
CONTINUOUS LEARNING
DRIVES IMPROVEMENT AND
LONG-TERM SUCCESS.
Silvia Schwark
Executive Vice President HumanResources
GENDER DIVERSITY 2025
BOARD
44%56%
ELT
38%62%
SENIOR LEADERS REPORTING TO ELT
22%78%
ALL EMPLOYEES
23%77%
Men
Women
Strategic report Governance report Financials statements Additional information
51 Senior plc Annual Report and Accounts 2025
CASE STUDY: SENIOR AEROSPACE METAL BELLOWS
CELEBRATES STAR BEHAVIOURS
SUSTAINABILITY REVIEW continued
SOCIAL continued
Our culture
In 2025, Senior continued to strengthen
aculture grounded in decentralised
empowerment, values based leadership
and continuous improvement,
reflectingthe principles of The Senior
Way. Ourculture is defined by openness,
respect and trust, and people take pride
inteamwork and in supporting one
another across all operating businesses.
Asignificant proportion of learning
continued to occur on the job, reinforced
by a strong culture of knowledge
sharingand practical support in building
technical capability.
Local communication remained central
toour culture. Operating businesses
reinforced transparency through
townhalls, all hands sessions and regular
Gemba walks. Examples include Senior
Aerospace Thermal Engineering’s
“yellowbrick road,” a visual, shopfloor
based communication system driving
engagement and clarity, and Senior
Aerospace BWT’s continuous
improvement process using “yellow
tickets” to capture and act on employee
ideas with rapid feedback.
These practices exemplify Senior’s belief
that culture is a shared responsibility and
adriver of collaboration, performance and
pride across the Group. In addition to local
channels, employees also have access to
Senior’s confidential NAVEX Speak Up
system, providing a secure route to raise
concerns directly with Group when local
culture may, in rare cases, make speaking
up more difficult.
Projects in 2025
In 2025, operating businesses advanced a
range of improvement projects aligned to
our engagement survey insights, which
highlighted the need for strengthened
communication, improved workplace
environments and enhanced collaboration
across teams. These projects reinforce
our Values based culture and support our
commitment to enabling colleagues to
work effectively in modern, safe and
motivating environments.
A key focus area was upgrading physical
workspaces to better support flexible,
activity based working. Senior Flexonics
Kassel launched its new multi space office
concept, designed to help employees
select themost appropriate setting for
each task and adapt to increasingly
complex and dynamic work demands.
InOakdale, Wales, weopened a new
Innovation Centre, providing a state of
theart environment forco-working,
brainstorming, and customer interaction;
Senior Aerospace Spencer (US), Senior
Aerospace Mexico and Senior Aerospace
Thermal Engineering (UK) invested in
refreshed canteens, break areas and
communal spaces, directly addressing
employee feedback on workplace
facilities.
Businesses also strengthened local
participation and transparency through
initiatives designed to build pride and
understanding of day to day operations.
Examples include Senior Aerospace
MetalBellows’ internal project fair, where
employees presented their projects to
peers, and Senior Aerospace BWT’s
Employee engagement remained stable
at an index score of 7.5, supported
byastrong 88% participation rate,
demonstrating continued commitment
from colleagues across the Group.
Insights from the Global Employee
Opinion Survey, along with newly
introduced external manufacturing
benchmarks, enabled leaders to
shapefocused improvement actions.
Theevolution from a survey approach
toabroader engagement programme,
including leader webinars on building
engagement and good practice sharing,
further strengthened local ownership of
cultural outcomes.
At Senior Aerospace Metal Bellows,
inclusion and everyday appreciation
shaped the thinking behind the launch
of the Kudos programme in April.
Theinitiative reinforces the STAR
behaviours – Support, Teamwork,
Accountability and Respect – through
real time recognition displayed visibly
on the Kudos Wall. Each nomination
adds a star featuring the nominee,
nominator and recognised behaviour,
creating a continuous, site wide
celebration of positive actions.
Witharound 70 stars appearing
eachmonth, employees regularly
gather tosee new nominations,
generating visible excitement and
reinforcing cross department support.
Theprogramme has delivered
betterimpact than expected and
strengthened teamwork, increased
upward and cross functional feedback
and built pride across the shop floor.
Employee Engagement Action Plan impact:
Building Inclusion through Everyday
Appreciation
Strategic report Governance report Financials statements Additional information
52 Senior plc Annual Report and Accounts 2025
guided factory tours, which helped
colleagues better understand end to end
processes, interdependencies and the
impact of theirwork.
Together, these projects reflect Senior’s
focus on listening to employees, acting
onfeedback and creating environments
where people feel informed, connected
and proud of their contribution.
Employee wellbeing
Employee wellbeing remained an
important pillar of Senior’s sustainability
strategy in 2025, supporting colleagues’
physical, mental and social health across
our global operations. The Global
Employee Opinion Survey included
dedicated wellbeing questions, and the
overall score improved to 7.7, reflecting
strong engagement with wellbeing
activities and resources available across
the Group.
Operating businesses delivered a wide
range of initiatives tailored to their local
needs. Senior Flexonics New Delhi and
Senior Flexonics Bartlett (US) hosted
Health and Wellbeing Days featuring local
health providers, external speakers and
onsite clinics, including flu vaccinations
and blood donation opportunities. Senior
Aerospace BirdBellows (UK) continued its
focus on sleep health awareness, while
multiple sites delivered mental health
campaigns, wellness sessions and
broader wellbeing resources accessible
tocolleagues. Menopause awareness,
pension effectiveness and preventive
health education were also integrated
intolocalprogrammes.
Financial wellbeing remained an
importantarea of support. In the UK,
employees continued to access our
financial wellbeing service, and several
sites invited external benefits partners
directly into their facilities to answer
employee questions and provide
personalised guidance.
We also continued to emphasise
occupational health through ergonomics
and safe working practices under our
Health & Safety frameworks. Social
wellbeing was strengthened through
team building activities, sports events
andfamily days held at locations such
asSenior Aerospace Metal Bellows and
Senior Aerospace Spencer, supporting
connection and community across teams.
Communities
In 2025, Senior’s operating businesses
continued to play an active role in
supporting the communities in which
wework, reflecting our Purpose of
engineering a sustainable world and
ourcommitment to building positive
localimpact. Activities were rooted in
education, skills development, social
inclusion and broader community
wellbeing, with each business tailoring
itscontributions to local needs.
Fundraising and charitable engagement
remained strong across the Group.
Examples included the Senior Aerospace
Metal Bellows’ 5k charity run, McMillan
Coffee Mornings across UKsites, elderly
support programmes and Comic Relief
fundraising at Senior Aerospace Bird
Bellows. In France, Senior Aerospace
Ermeto continued to run its secondary
school girls’ mentoring programme,
helping encourage young women to
explore technical and engineering careers.
Our businesses also strengthened early
career development through internships
inSenior Flexonics Czech and Senior
Aerospace Metal Bellows, alongside
10apprenticeships in the UK, supporting
local talent pipelines and workforce
readiness. Many sites hosted open days
for families, schools and colleges, as
wellas local cultural and social activities
that reinforced community connection
and visibility.
Leaders across operations continued to
serve on boards of Commerce in both
Germany and the UK, strengthening
relationships with regional stakeholders.
Additional contributions included facility-
related collaborations, financial literacy
sessions, volunteering to support
vulnerable groups and inclusion focused
activities. These initiatives collectively
advanced our social purpose and
deepened our engagement with the
communities that support our business.
Looking ahead to 2026
In 2026, we will continue building on
thestrong foundations our teams have
created, deepening collaboration and
enhancing transparency across our
operating businesses. We will run our
next Group wide engagement survey in
May 2026, using the results to evaluate
progress, celebrate what is working
welland shape further targeted actions
that reinforce our Values based culture.
Atthesame time, we will maintain
robustmonitoring, governance and
compliance processes to ensure we
uphold our Values, adhere to the highest
ethical standards, and remain vigilant in
identifying and addressing emerging risks
across the organisation.
Senior Aerospace Bird Bellows’ (SABB) apprenticeship programme enables successful certification,
developing proud apprentices whose growing talent strengthens SABB and supports wider
communitydevelopment.
Strategic report Governance report Financials statements Additional information
53 Senior plc Annual Report and Accounts 2025
Governance
SUSTAINABILITY REVIEW continued
Senior’s Purpose – “Wehelp engineer
thetransition to a sustainable world for
thebenefit of all our stakeholders” –
articulates our commitment to long-term
value creation for our stakeholders.
Effective governance of sustainability-
related matters is fundamental to
ensuringthat decision-making
consistently supports the Company’s
Purpose. TheExecutive Leadership Team
is responsible for managing sustainability-
related matters. Oversight is provided by
the Board of Directors, who receive
regular updates on sustainability
performance and initiatives during
scheduled Board meetings.
96%
annual Code of Conduct
completion rate
GOVERNANCE HIGHLIGHTS
Continued with the annual Code of Conduct
training across all functions, reinforcing ethics,
integrity and compliance standards
Strengthened Group-wide cyber security through
focused phishing awareness training
Continued enhanced intermediary checks,
ensuring stronger oversight and responsible
business conduct
The Senior plc Code of Conduct –
EthicalFoundation
The Senior plc Code of Conduct
(theCode), available on the Company’s
website and intranet, guides employees
and business partners in making the right
choices when conducting day-to-day
business. It:
clearly sets out the behaviour expected
of all employees and business partners;
provides practical guidelines to help
employees to apply Senior’s Values;
and
enables everyone to raise concerns
orask a question if in doubt.
Bringing the Code to life
The Code includes work-related
scenarios and Q&As to help employees
relate to the Code and their roles in the
working environment.
The Code applies to all employees,
whether performing their day-to-day
duties or representing Senior.
2025 Global Code of Conduct Training
Module Focus area
Promoting Safety
and Security
atWork
Workplace safety, hazard
identification, risk
assessment, incident
reporting and procedures
tomaintain a secure
working environment.
International
TradeCompliance
Global trade laws,
regulations, sanctions,
compliance requirements
and procedures for
importing and exporting
goods and services
Phishing Types of phishing, potential
targets, methods to identify
phishing attempts, and
strategies to minimise
associated risks.
How we promote and ensure compliance
Printed copies of the Code, available
inall languages applicable to the
Groupemployees, are provided to
allemployees.
Annual Code of Conduct training is
mandatory for all employees.
Senior Leadership Team reinforce
theCode and ethical standards
duringregular visits to the Group’s
operating businesses.
Internal audits and the annual Control
Self-Assessment test compliance
withmaterial elements of the Code,
compliance training completion
andvisibility of the Group’s whistle-
blowing procedures.
Code-related risks are assessed at
bothoperating business and Group
levels as part of the Group’s risk
management framework.
All violations or complaints are
investigated and remedied as needed.
Fraud issues are reviewed by the Audit
Committee, including root-cause
analysis, mitigating actions and internal
control improvements.
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54 Senior plc Annual Report and Accounts 2025
Data protection
The Company and relevant Group
operations maintain processes to ensure
personal data is securely managed and
accessed only for legitimate business
purposes in line with applicable laws.
Asthe Company is not a public authority
and does not conduct large-scale
processing of special categories of data
orcriminal-offence data, it is not required
to appoint a data protection officer.
The Group’s Acceptable Use Policy
provides guidance on the proper use of
ITand operational technology, outlining
controls to mitigate risks such as data
loss,system disruption and malware.
TheCompany is registered with the
Information Commissioner’s Office.
Cyber security
Information on how we manage cyber
security risk can be found on page 62.
The executive responsibility for both
Information Technology (IT) and
Information Security (IS) is held by a single
individual; this approach ensures clear
accountability and more robust risk
management. Information security risk
assessments are regularly conducted
across the Group.
Risks identified by subject matter experts
are reviewed with applicable risk owners
and steps agreed to mitigate. In 2025, we
continued with employees’ awareness
programmes to help spot phishing emails.
Anti-bribery and corruption
Senior maintains a zero-tolerance
approach to bribery and corruption
andcomplies with all applicable laws,
including the UK Bribery Act 2010 and
theUS Foreign Corrupt Practices Act.
Thisframework is supported by the
following four policies:
Agents Policy
The Group manages risks linked to
third-party intermediaries through due
diligence, ongoing monitoring and
compliance checks. Agent and adviser
appointments must be reported to the
Group Company Secretary twice yearly
and are reviewed by the Audit Committee.
Gifts and Hospitality Policy
This Policy restricts the giving and the
receiving of gifts or hospitality that may
create conflicts of interest. Employees
must declare items over £200 (or lower
where required). Internal audits and
annualcontrols assessments monitor
compliance.
Fraud Policy
Fraud represents financial, operational
andreputational risks. The Group’s
FraudPolicy sets out fraud-management
principles and responsibilities. The Audit
Committee reviews incidents and ensures
adequate controls are maintained and
strengthened where necessary.
Whistle-blowing Policy
The Whistle-blowing Policy enables
confidential and anonymous reporting of
suspected unethical or illegal conduct.
Senior prohibits retaliation against
individuals reporting in good faith.
Supply chain management
The Sustainable Sourcing Policy
definesenvironmental, ethical and social
standards for key suppliers, based on
spend and risk factors such as country
oforigin or nature of goods/services.
Suppliers must be screened in line with
Group policies, trade compliance and
sanctions rules.
Senior complies with all applicable
international trade laws and embeds
thiscommitment through its Code of
Conduct, Contract Review Policy and
export compliance programmes.
The Human Rights Policy sets
expectations for employees, customers
and suppliers. Senior supports the
Universal Declaration of Human Rights
and monitors supplier standards on
welfare and employment conditions.
Senior does not restrict employees’
abilityto join trade unions.
Product safety
Product quality is a core priority across
alloperating businesses, each holding
ISO9001 accreditation and additional
aerospace/automotive approvals where
required. Senior managers in each
business unit hold ultimate responsibility
for product quality and safety.
Products undergo service and safety risk
assessments, and employees receive
regular training. All businesses maintain
incident investigation processes,
corrective action procedures and quality
testing programmes. Product and service
objectives are set to meet customer
expectations, and external audits are
carried out where required by standards.
Raise concern locally
Line manager
HR
Local leader
Escalate if needed
Divisional President
Third-party service option
Multi language
Confidential investigation
Outcome communicated
Additional resources: www.seniorplc.com/sustainability
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55 Senior plc Annual Report and Accounts 2025
RISKS AND UNCERTAINTIES
Protecting our business,
supporting our strategy
THE SALE OF AEROSTRUCTURES
WAS A KEYSTEP TOWARD A
MORE RESILIENT ORGANISATION
THROUGH ENHANCED MARKET
DIVERSIFICATION, RESOURCE
DEPLOYMENT AND FINANCIAL
PERFORMANCE.
Selling the AeroStructures business has
strengthened the Group’s overall risk
profile by reducing reliance on large
Aerospace OEMs, which lowers demand
and supply chain volatility risks, improving
diversification of end markets and allowing
the Group to focus its resources on
higher-margin, IP-rich strategic priorities.
While the shift in market diversification
has increased Flexonics and defence
markets’ share of the business, potentially
exposing the Group to more cyclical and
geopolitical influences, the Group is
confident it is well positioned to leverage
the broad advantages the sale provides to
enhance stakeholder value.
Our Risk and Assurance Framework
Identifying and effectively managing risks
is essential to the achievement of the
Group’s strategic priorities, supporting
theGroup’s Purpose and sustainability
initiatives and maintaining resilience in our
dynamic business environment.
The Group’s Business Model is described
on pages 12 and 13, our strategic priorities
are on pages 20 to 23, our Purpose is
described on page 2 and Sustainability
starts on page 44.
The Board is responsible for the Group’s
integrated risk and assurance framework,
ensuring that the Group’s risk process
andsystems of internal control are robust,
continuously monitored and evolve to
address changing business conditions and
threats. The Board also provides direction
and sets the tone on the importance
ofrisk management. Responsibility for
themonitoring and review of the
effectiveness of the Group’s risk and
assurance framework has been delegated
by the Board to the Audit Committee.
Therisk process is reviewed and agreed
annually with the Audit Committee. The
Director of Risk and Assurance delivers a
comprehensive report on risk, assurance
and compliance activities at most Audit
Committee meetings and presents to the
Board twice a year.
RISK AND ASSURANCE AREAS OF FOCUS
Completed 19 internal assurance auditsand assessments, including nine
broad scope internal controls audits, nineinformation security assessments
and three trade compliance “deep dive” assessments; the 2026 plan includes
an additional 19 internal audits and assessments across the Group
Conducted thematic assurance reviews covering third party network access
and reliance on critical single source suppliers
Deployed a Group-wide cyber security risk assessment encompassing over
200critical controls, generating detailed, prioritised action plans to reduce
cyberrisk
Enhanced the Group’s fraud risk assessment procedures to incorporate
assessment of outward fraud (fraud committed by an associated party for the
benefit of a company) in response to the enactment of the Failure to Prevent
Fraud Offence under the UK Economic Crime and Corporate Transparency Act
Amy Legenza
Group Director of Risk and Assurance
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56 Senior plc Annual Report and Accounts 2025
Our Risk Management Process
The Group embeds risk management
within its existing business processes
across all levels within the Group. Risk
tolerance is reflected throughout our
control framework by way of the Group’s
Delegation of Authority, Code of Conduct
and internal controls system. The Group’s
principal risk register is derived from a
catalogue of approximately 50 identified
risks encompassing strategic, financial,
operational, environmental and other risks.
This catalogue of identified risks serves
asthe foundation for comprehensive
riskassessments completed by every
operating business and by the Executive
Leadership Team as part of the annual
strategic planning process.
The risk assessments also consider
emerging risks, which are risks that have
greater uncertainty attached to them in
terms of likelihood, timing and velocity
andare detected through internal activities
and external sources. Emerging risks are
monitored and formally added to our
identified risk catalogue when these risks
become measurable and impactful .
The Group also conducts functional risk
assessments, targeting areas such as
fraud, cyber security, facilitation of
taxevasion and sustainability, which
encompasses environmental, social
andgovernance elements. The risk
assessment specific to sustainability
follows a double materiality assessment
approach which incorporates feedback
from internal and external stakeholders
and considers the financial impacts of
sustainability topics on the Group as well
as the impacts from the Group on people
and the planet. The sustainability double
materiality risk assessment process
considers multiple time horizons and
applies scenario analysis to the most
material climate-related transition and
physical risks. Sustainability-related risks
are also considered as part of the overall
Group risk assessment completed during
the annual strategic planning process and
rank within the Group’s principal risks.
During the risk assessment process,
allrisks in the identified risk catalogue
areevaluated against our Purpose,
strategy and Values to understand
theirlikelihood and impact of occurrence,
withthose risksdeemed as significant
forming ourregister of principal risks.
Once the principal risks have been
identified, mitigating controls and
relevantpolicies are documented, with
additional mitigating actions developed
and closely monitored where appropriate.
The operating business risk registers
arerefreshed regularly and reviewed
byDivisional Management andthe
Executive Leadership Team.The
Executive Leadership Team conducts
itsrisk assessment twice a year and
principal risks are discussed at Executive
Leadership Team meetings. All principal
risks are assessed for our financial viability
scenarios to see if they could have a
material financial impact individually or if
they materialised together.
The Board performs robust, semi-annual
assessments of the principal and
emerging risks facing the Group. In
addition, the Board regularly assesses
outputs from the integrated risk and
assurance framework and takes comfort
from the “three lines of defence” risk
assurance model. The first line represents
operational management who own and
manage risk on a day-to-day basis through
effective internal controls. The Group
Executive Leadership Team and Divisional
Management monitor and oversee these
activities, representing governance and
compliance as the second line.
Independent Assurance
The third line is the independent
assurance over these activities provided
by internal and other external assurance.
The internal assurance programme
includes a combination of broad scope
internal audits, evaluating financial,
information technology and security,
human resources, governance and other
controls, plus limited scope thematic
reviews designed to provide assurance
over targeted risk areas. Internal audits
areconducted either in person or virtually,
with all Group businesses audited on a
multi-year rotational schedule based on a
variety of factors, including site-specific
risks, prior audit results and changes
within local management. Thematic
reviews are deployed across the entirety
or a cross section of the Group dependent
on the risk being targeted. In addition,
allGroup businesses must complete a
comprehensive annual Controls Self-
Assessment, allowing the Group to
identify and address gaps in compliance
with the Group’s governance policies
andinternal control standards. Divisional
Management, the Executive Leadership
Team and the Audit Committee monitor
the completion progress of improvement
actions resulting from internal audits,
thematic reviews and the Controls
Self-Assessment.
The key elements of the Senior risk
management process are shown on the
following page.
PROVISION 29 UPDATE
To support the material controls
effectiveness declaration in the
Group’s 2026 Annual Report and
Accounts as required per Provision
29of the updated UK Corporate
Governance Code, the Group has
developed a comprehensive material
controls framework and assurance plan
to demonstrate effective mitigation of
the Group’s principal and other key
risks. The material controls framework
builds on the Group’s existing internal
control standards and Group policies,
encompassing material controls across
financial, operational, governance,
reporting and other risk areas.
Theassurance plan incorporates
avariety of existing and enhanced
internal and external assurance
processes, including the Group’s
risk-based internal audit programme,
astreamlined annual Controls Self-
Assessment, qualified external
assurance, where appropriate, and
additional functional control testing.
The material controls framework
andassurance plan are designed
tobeadaptable and responsive
tochanges in the Group’s risk
andcontrol environment.
2025 Principal Risk Assessment Results
During 2025, the Group carried out
assessments of the principal risks and
uncertainties that could threaten the
Group’s Business Model or achievement
of its strategic priorities. The risk
assessments included consideration of
emerging risks, which for 2025 included
potential risks related to further escalation
of geopolitical tensions, impacts on the
Group’s culture as talent recruitment
andretention strategies evolve to meet
the future employee expectations and
relationships with critical suppliers
wherethe Group is continuing to build
competitive capabilities. As a result of the
risk assessments, the Group’s principal
risks remain unchanged since our 2024
Annual Report and Accounts.
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57 Senior plc Annual Report and Accounts 2025
RISKS AND UNCERTAINTIES continued
1. Identify risks
The risks to the achievement of the Group’s
strategic priorities are identified from a top-down
and bottom-up perspective. Existing and emerging
risks are considered.
2. Evaluate gross (inherent) risks
The gross level of risk, considering impact
and likelihood, to the achievement of the strategic
priorities is assessed
3. Identify existing controls and processes
The existing controls and processes which mitigate the
risks are identified and assessed for adequacy.
5. Identify existing controls and processes
The existing controls and processes which mitigate
the risks are identified and assessed for adequacy.
4. Risk response planning
Based on the controls and processes already in place,
the net (residual) risk from an impact and likelihood
perspective is evaluated. Where the net risk is higher
than the Group’s tolerance level for that risk, additional
mitigating actions are identified and owners assigned.
6. Risk response planning
Based on the controls and processes already in place,
the net (residual) risk from an impact and likelihood
perspective is evaluated. Where the net risk is higher
than the Group’s tolerance level for that risk, additional
mitigating actions are identified and owners assigned.
Senior’s risk management processKey responsibilities within the
risk management strategy
The Board
Has overall responsibility for ensuring the Group’s risk
management process and systems of internal controls are
robust and continually monitored
Establishes the Group’s Purpose, Values and strategy and
defines the Group’s risk tolerance and culture
Monitors the nature, extent and management of risk exposure
for the Group’s principal and emerging risks
Provides direction and sets the tone on the importance of risk
management and internal controls
Audit Committee
Supports the Board in monitoring risk exposure
inlinewithitsTerms of Reference
Reviews the effectiveness of the Group’s risk management
and internal control systems and reports to the Board
forconsideration
Executive Leadership Team and Divisional Management
Development and implementation of strategy, operational
plans, policies, procedures and budgets
Monitoring of operating and financial performance including
prioritisation and allocation of resources
Assessment, control and mitigation of risk – including
emerging risks
Group Corporate Functions
Lead and coordinate the Group’s risk
and control-related processes
Assess and support the Group in mitigating the Group’s risks
through policies and procedures, control self-assessments,
specialist support, business reviews and other activities
Operating Businesses
Operating businesses identify, assess
andmitigatetheirkeyrisks
Risk assessments are reviewed and discussed by Divisional
Management and the Executive Leadership Team
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58 Senior plc Annual Report and Accounts 2025
Risk definitions
Strategic
Geopolitical and economic impact
Climate change
Innovation and technological change
Implementation of strategy
Operational
Cyber/information security
Supply chain challenges
Programme management
Price-down pressures
Customer disruption
People and Culture
Talent and skills
Financial
Financing and liquidity
Compliance
Corporate governance breach
Risk heat map (Residual risk after mitigations)
Likelihood of occurrence
Low High
Low High
Impact of occurrence
5
1
1
2
8
10
11
11
12
9
6
4
4
9
7
3
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59 Senior plc Annual Report and Accounts 2025
Key Performance Indicators
A
Revenue Growth
B
Return on Revenue Margin
C
Adjusted Earnings per Share
D
Net Cash from
Operating Activities
E
Return on Capital Employed
F
Carbon Dioxide Emissions
G
Lost Time Injury Illness Rate
Areas of strategic priorities
1
Business model
2
Focus on growth
3
High performance
operating model
4
Competitive cost countries
5
Capital deployment
6
Talent and development
7
Engineered Products
Increased residual risk
Decreased residual risk
Residual risk unchanged
All of the Group’s principal
risks are factored into the
severe but plausible downside
scenario applied in the Group’s
viability assessment as
described on page 70.
Principal Group risks
The principal potential risks
and uncertainties, together
with actions that are being
taken to mitigate each
risk, are shown below.
STRATEGIC
Geopolitical and
economic impact
2
3
4
5
A
B
C
D
E
Principal Risk
International trade, including export revenues, availability and cost of materials and
the ability to employ foreign nationals. Increases in consumer product costs resulting
from trade relations factors could impact demand for those products. Shifts in
political regimes and government spending programmes can lead to higher taxation
and have an impact on earnings.
There is a risk that there will be a global economic downturn, impacting some or all of
the sectors within which the Group operates.
How we manage it
Divisional Management and the Executive Leadership Team closely monitor
economic and geopolitical trends that may impact the operating businesses
throughregular business reviews. Contingency planning is undertaken to minimise
operational disruption and financial impacts where necessary.
The Group employs tax, treasury and trade compliance specialists who maintain the
Group’s trade-related compliance programmes and continually monitor the impacts
of evolving trade relations from regulatory, supply chain, people and financial
perspectives.
The Group responds to potential margin impacts resulting from trade relations
factors through leveraging contractual protection measures, actively engaging in
impact mitigation dialogue with suppliers and customers and utilising applicable
tariff and tax relief programmes, where available.
The Board ensures that it is kept informed of significant trade developments in order
to assess the impact on the Group and take action as appropriate.
The Group’s Treasury Committee closely monitors potential changes to international
tax and treasury regulations and tariff programmes to understand the likely impacts
on the Group.
Focus in 2025
As expected, 2025 presented a volatile geopolitical landscape, marked by an
increase in protectionist political policies deployed primarily through the imposition
of higher tariff, duty and other fee-based programmes. Through employment of our
ongoing mitigation activities, including further enhancement of our trade compliance
teams, recovery of additional tariff costs from customers where appropriate and
utilising opportunities to transition supply sources to more favourable locations, the
direct impact on the Group in 2025 from tariffs and other trade relations factors was
limited and manageable. We continue to closely monitor all tariff, tax and trade
relations actions that present the greatest possibility of adverse impacts on the
Group, particularly the ongoing fluctuation of tariff activities between the US,
Canada, Mexico, EU and China and the expiration of the current United States-
Mexico-Canada Agreement (USMCA) in the summer of 2026.
STRATEGIC
Climate change
2
5
B
F
G
Principal Risk
There is a risk that climate change and/or the measures taken to address it may
havean adverse impact on the Group. Climate change may result in extreme
weather events that may impact our ability, or that of a supplier, to meet our
customers’ requirements.
Our customers’ products may evolve to require new technology, such as
electrification. This also presents an opportunity for the Group to be involved
inreplacement technologies.
Increasing legislation aimed at accelerating decarbonisation may increase our
operating costs. It may also change consumer behaviours impacting on our end
markets. For example, consumers may fly less often.
How we manage it
To mitigate the impact of catastrophic events, such as an extreme weather event,
each site has a scenario-based Business Continuity Plan which is tested on an
annual basis. The Group also has insurance which helps to protect profits in
suchsituations.
The Group continues to invest in and develop solutions relevant to changing end
markets. Examples include battery cooling, waste heat recovery, heat sink in hybrid
car technologies, hoses and ducts for the conveyance of hydrogen fuel and additive
manufacturing solutions for aerospace.
Climate change risks and opportunities are regularly assessed by a multi-disciplinary
team as part of the Group’s sustainability-related double materiality risk assessment.
Additional information regarding this assessment can be found starting on page 69.
The Group’s existing SBTi-approved emissions reductions targets covering GHG
emissions from the Group’s operating businesses are consistent with reductions
required to limit climate warming to 1.5°C and are aligned with Net Zero as
Near-Term and Overall Targets. SBTi approved the following targets. Additional
information about these targets can be found on page 69.
A non-financial performance target related to Scope 1 and 2 carbon emissions
reductions has been included in the Senior Management annual bonus targets
since2024.
The Group Corporate Framework includes a Sustainable Sourcing Policy mandating
key suppliers adhere to the Group’s Sustainable Sourcing Standards, which include
environmental management requirements such as Near-Term Scope 1 and Scope 2
GHG emission targets and pollution, waste and wastewater management systems.
Over 40% of our key suppliers (by spend) already have carbon reduction targets
andwe continue to work with remaining suppliers.
Focus in 2025
Information regarding TCFD and Sustainability, including progress against near-term
science-based targets, our CDP ratings and awards, supplier engagement and how
the Group is leveraging our technology and product development to drive progress
towards Net Zero can be found starting on page 46.
In 2025, the Group once again achieved the highest “A” rating from CDP for climate
action and disclosure. This significant accomplishment underscores the strength,
maturity, and credibility of our climate strategy, as well as the quality and
transparency of our disclosures.
We have also successfully met our existing Near-Term science-based carbon
reduction target, delivering a reduction in Scope 1 and 2 emissions of 39%,
exceeding the 30% reduction target. This achievement demonstrates the
effectiveness of our decarbonisation programme and our continued progress
onthepathway to Net Zero.
As a result of the sale of the Aerostructures business at the end of 2025, the
Group’sscience-based emissions reductions targets will be reassessed and
submitted to SBTi for approval in 2026.
RISKS AND UNCERTAINTIES continued
Movement
Link to strategy
Link to KPIs
Movement
Link to strategy
Link to KPIs
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60 Senior plc Annual Report and Accounts 2025
STRATEGIC
Implementation
of strategy
1
2
3
4
5
6
7
B
D
E
Principal Risk
An inability to implement the Group’s strategy and/or effectively manage the
Group’s portfolio could have a significant impact on the Group’s ability to generate
long-term value for shareholders.
Ambiguity surrounding the Group’s strategy and strategic priorities may result
ininvestors failing to recognise the value of the Group’s investment case.
How we manage it
The Group regularly reviews its strategy and portfolio to maximise long-term
shareholder value. Where appropriate, divestments are considered.
The Group has a well-documented M&A framework that includes proven research
analysis, a committee that evaluates opportunities against a wide variety of
strategic, financial, operational and cultural criteria, transaction engagement and
management, due diligence processes and post-acquisition integration procedures.
The processes within the framework are designed to be efficiently executed by an
experienced cross-functional team.
A comprehensive process for efficiently completing strategic divestments has been
successfully deployed with past divestments.
Post-acquisition/divestment reviews are conducted, as appropriate, to demonstrate
accountability to the Board and analyse lessons learned.
Additional information about projects that support expansion of our current
businesses and products can be found starting on page 16.
The Group has an adaptable response framework to ensure sufficient focus remains
on the Group’s core strategic priorities during critical operational, strategic and
financial challenges.
Focus in 2025
The Executive Leadership Team and Board carried out their annual assessments of
our strategic objectives, end markets, capabilities and technologies and determined
that the Group is well positioned to deliver its strategy and continue engineering the
transition to a sustainable world.
The Group also continues to focus on:
refining our portfolio with a focus on creating a higher margin business with
more IP rich, engineered design content across our product range;
investment in new technology and product development in our core markets
with an emphasis on fluid conveyance, thermal management and expansion of
our additive manufacturing capabilities;
supporting our customers’ transition towards a lower-carbon future by
developing innovative new product offerings while continuing to deliver better
designed, lighter and more efficient conventional products;
expanding our presence in markets with attractive, structurally resilient growth
potential through leveraging our expertise in our traditional core markets; and
liquidity and effective cash management, with a focus on lower capital
intensity, to support sustained profitable growth.
Furthermore, the sale of the Aerostructures business at the end of 2025 marked a
critical strategic milestone in positioning the Group as a market leading Fluid
Conveyance and Thermal Management Business.
STRATEGIC
Innovation and
technological change
1
2
5
7
A
B
C
E
F
Principal Risk
The Group must innovate in order to continue to win new business and achieve
profitable growth. There is a risk that the Group does not continue to innovate
andimplement technological change, resulting in its technology and/or products
becoming uncompetitive, less desirable or obsolete.
New technologies may have an impact on the Group’s markets, for example electric
vehicles and hydrogen aircraft.
How we manage it
The Group develops products to support the move to low-carbon technologies
andsustainability in the land vehicle, industrial and aerospace markets.
The Group has identified specific technology themes and focus areas that inform
theproduct life cycle and technology development roadmaps across both the
Aerospace and Flexonics Divisions. The Group has an Innovation Steering Group
which meets regularly to discuss innovation and technological changes across our
businesses and markets.
The Group invests in several enabling technologies which underpin our product
development activity across all market sectors, including Additive Manufacturing
(“AM”), process automation and machine learning and digital simulations.
OurAdvanced Additive Manufacturing Centre (“AAMC”) has obtained certification
byNADCAP for stringent process controls, joining a very small community of
aerospace companies which have achieved this certification. The AAMC team are
re-engineering existing product designs via AM to deliver significant weight savings
and performance enhancements. Automation and machine learning are being
developed to perform automated inspections for common Group processes such
aswelding of thin materials. Digital simulations are used to optimise product
designsand manufacturing process techniques to accelerate and derisk new
product introduction.
Global Marketing Teams for each technology focus area coordinate development
activities across various operating businesses to ensure that latest customer
requirements and industry trends are addressed.
The Senior Operating System delivers best practice tools for innovation and product
development across the Group.
The Technology section, starting on page 16, details the Group’s technology themes
and product development case studies.
Focus in 2025
In 2025, the Group maintained focus on five specific Technology Focus areas –
Hydrogen, Electrification, Heat Exchanger development, Additive Manufacturing
and Digitisation. We continue to invest in new product development and emerging
technologies within these focus areas, including significant progress on:
independent certification by TUV SUD of high-pressure hoses for hydrogen
production and distribution, clean energy and semiconductor markets;
delivery of vacuum jacketed hoses and ducts with flex-joints for the conveyance
of liquid and gaseous hydrogen fuel to aerospace OEMs;
development of a breakthrough maintenance-free pneumatic valve for next
generation aero engines, operating in very high pressure and temperature
environments;
delivery of our first additively manufactured protype fluid conveyance products
to an engine OEM yielding very significant weight savings;
opening our Innovation Centre in South Wales, UK including the commissioning
of a new EV battery chill-plate manufacturing line;
award of a design and development contract for the thermal management
system for a hydrogen fuel cell powered electric propulsion regional aircraft;
and
broader adoption of artificial intelligence (“AI”) within the Group, including a
project to automate defect detection of welds in precision fluid conveyance
components and the launch of a cross-functional AI ThinkTank to support the
adoption of AI across the Group in a secure, ethical and targeted manner.
Senior Aerospace Bird Bellows was a key partner in a zero-emissions aviation project
which won the 2025 Aerospace Technology Institution’s Shaping the Future Award.
We also continued our successful Innovation Competition, which invites our
operating businesses to submit innovation projects focused on process technology,
new products or environmental cost savings for judging and recognition.
Threeteams were presented Gold Awards for innovative process automation,
abreakthrough high pressure tube connector and a multi-site international
collaboration for a vacuum jacketed hydrogen fuel hose. These projects support
thedrive for sustainability for the Group and its customers.
Movement
Link to strategy
Link to KPIs
Movement
Link to strategy
Link to KPIs
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61 Senior plc Annual Report and Accounts 2025
OPERATIONAL
Cyber/information
security
1
3
B
Principal Risk
The risk that the Group is subjected to external threats from malware, hackers
orother malicious actors, potentially causing critical or sensitive data to be lost,
corrupted, made inaccessible, or accessed by unauthorised users, resulting in
thepotential for business disruption and financial and/or reputational loss.
The cyber threat landscape is continually evolving, with threat actors developing,
implementing and incorporating new methods and tools, including artificial
intelligence (“AI”), to identify and exploit gaps in Information Security (“IS”)
defences. Alternate work arrangements, such as remote working or hybrid
schedules, and persistent network access granted to third parties for support,
maintenance and other business purposes and can also increase IS risks.
How we manage it
The Group has a rolling three-year strategic roadmap focused on continual
improvement in people, process and technology. The roadmap accounts for
thedynamic nature of the cyber threat landscape and builds on our layered
securitydefence model consisting of preventative, detective and responsive
technical controls.
IS risk is closely monitored by the Board via regular updates from the Group IS team
and the Director of Risk and Assurance.
A multi-year rotational IS assurance review programme is in place to assess
andenhance compliance with established IS controls, policies and procedures.
KeyIS controls are also confirmed via the annual Controls Self-Assessment.
Vulnerability metrics have been developed and are actively reviewed by Divisional
Management and the Executive Leadership Team.
The Group has a risk management framework specific to Information Technology
(“IT”)/IS.
With our decentralised Business Model, each operating business deploys a suite
ofprotection and monitoring services, including endpoint detection and response,
vulnerability management and cyber threat intelligence. These are fully monitored by
our centralised Group IS team to ensure consistency, continuity and rapid
remediation.
The Group regularly tests its cyber security defences using independent third-party
agencies to assess the maturity of our cyber security position and ensure that our
ability to detect, report and respond to security incidents stays aligned with the
evolving threat environment.
Technology-led security controls are supported by a clear and documented series of
policies, standards and playbooks.
The Group holds independent accreditation against external security frameworks,
including accreditation under the National Cyber Security Centre’s (NCSC) Cyber
Essentials scheme for UK-based operating businesses and Trusted Information
Security Assessment eXchange (TISAX), where applicable.
Employees receive annual awareness training on cyber-related issues and the
Groupmaintains a cyber-awareness campaign to alert employees to cyber threats.
Additional technical skills training and certification programmes are in place for
IT/IS teams.
A near miss and incident reporting process is deployed across the Group to alert
IT/IS teams of immediate cyber threats.
Focus in 2025
The Group remains committed to maintaining a strong and responsive cyber security
environment, including full compliance to our IT/IS policies and diligent monitoring
ofthe IS landscape. 2025 actions included:
renewed our ongoing partnership with our strategic Managed Service Security
Provider (MSSP) who provide critical security incident detection, reporting
andresponse capabilities;
enhanced our internal cyber threat intelligence capability by recruiting an
additional Group IS team member to work in partnership with our MSSP and
operating businesses;
deployed a new Group-wide cyber risk assessment encompassing over
200critical controls, generating detailed and prioritised action plans to reduce
cyberrisk;
enhanced staff training to help prevent cyber security incidents, including
running regular simulations against the most common types of attacks used
bycyber criminals; and
hosted a three-day Group-wide IT/IS Conference for managers and heads of
IT/IS to foster collaboration across the Group on key IT/IS topics and projects.
OPERATIONAL
Supply chain
challenges
1
2
3
4
A
B
C
D
E
Principal Risk
Suppliers may be unable or unwilling to respond to increases or decreases in
demand due to operational and other issues such as quality concerns, labour
disruption or trade relations factors. This may impact our ability to supply our
customers, operate efficiently and/or optimise inventory held.
Critical materials or components may become temporarily or permanently
unavailable, leading to an inability to meet production commitments.
Supply chain disruption can lead to higher volatility in delivery schedules as
customers adjust demand to protect their production capabilities. This may
challenge the Group’s ability to meet customer schedule, quality and cost
requirements, resulting in potential delays, penalties and cost overruns.
In extreme cases some suppliers may face financial difficulties and go out of
business.
How we manage it
The Group closely monitors the resources required to deliver customer demand and
the resilience of our supply chain. Where supply chain challenges occur, we work
closely with customers and suppliers to resolve those issues, including reducing
over-reliance on individual suppliers, where possible.
The Group has deployed the Senior Operating System to provide operating
businesses with a toolkit to optimise the use of lean and continuous improvement
techniques, supplier management and other operational best practice processes.
Significant supply chain risks are discussed in comprehensive Quarterly Business
Reviews to ensure the risks are being effectively addressed.
Operating businesses are required to maintain strong internal controls over supplier
management from new supplier selection to performance monitoring and
management of existing suppliers.
Our core Values (see page 11) emphasise operating with integrity and respect, which
allows the Group to cultivate strong, long-term relationships with critical suppliers.
Focus in 2025
Our supply chain saw further stabilisation during 2025 as the general Aerospace
supply chain adjusts to accommodate increasing build rates but pockets of
disruption persist in certain markets and industries, such as forging and specialty
metals suppliers and outside processors. Incoming material and component
shortages and quality issues, transportation interference and delays stemming from
the need to identify and qualify alternate sources due to labour disruption, financial
difficulties and geopolitical impacts in key suppliers are prolonging long delivery lead
times and operational disruption in affected programmes. The Group has effectively
mitigated the impacts of residual supply chain challenges by maintaining the supply
chain resilience initiatives previously deployed, including:
maintaining close and frequent communication with customers regarding
delivery schedules, issues with directed supply sources, the need to qualify
additional supply sources, options for alternate materials or components and
potential incremental costs to mitigate supply chain disruptions;
working with suppliers to manage lead times and maximise the benefits from
long-term supply agreements, where applicable;
holding appropriate levels of safety stock, where necessary, to ensure a
consistent flow of materials and/or components for production;
leveraging supplier relationships across the Group to identify alternate supply
sources and opportunities to streamline or consolidate supply requirements;
assessing opportunities for vertical integration where there are common
sources of supply chain disruption, allowing for more control over our critical
supply streams; and
applying the Senior Operating System and our engineering expertise to
generate innovative solutions to supply chain challenges.
Several of the Group’s supply chain disruptions in recent years have been the result
of operational challenges within critical, directed suppliers forlarge Aerospace
OEMs within the Aerostructures business. As a result of the completed sale of the
Aerostructures business, the Group’s supply chain risk is expected to further ease
asour exposure to large Aerospace OEM directed source requirements is reduced.
RISKS AND UNCERTAINTIES continued
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62 Senior plc Annual Report and Accounts 2025
OPERATIONAL
Programme
management
1
2
3
4
5
6
A
B
C
D
E
Principal Risk
The ability to introduce new products in line with customer requirements and
torespond appropriately to increases or decreases in demand thereafter is key
toachieving the Group’s strategic objectives.
There is a risk that the Group is unable to respond quickly enough to changes
indemand, potentially resulting in excess inventory and/or an inability to meet
scheduleand cost requirements resulting in delays, penalties, cost overruns or
assetwrite-downs.
Supply chain disruptions, higher material costs, rising energy prices and labour
shortages could result in a reduction of earnings from existing programmes if the
Group is unable to secure mitigating price adjustments from customers. Higher
production costs resulting from inflationary pressures can also reduce our ability to
remain cost competitive.
Changes across a variety of production requirements, such as fluctuations in
material supplies, volatility in customer ordering and employee retention and
training, may challenge the Group’s ability to maintain programme quality
specifications, leading to the potential for higher costs to maintain and/or
demonstrate compliance with quality requirements or greater risk of product
defects.
How we manage it
The Group is experienced in bidding and launching new products. Formal New
Product Introduction (“NPI”) processes, such as Advanced Product Quality Planning
(“APQP”) are in use across our operating businesses.
There is a Group Contract Review Policy which is mandatory for all operating
businesses and requires comprehensive financial modelling and sensitivity analysis
of contractual terms and assumptions.
The Senior Operating System maintains a strong focus on lean manufacturing,
continuous improvement, labour efficiency and cost reduction initiatives.
NPI programmes are subject to regular review by Divisional and Group management
to ensure that schedule, cost or quality issues are identified and dealt with promptly.
The Group monitors market and customer data so that we can be prepared to
respond to changing market dynamics.
A variety of tools are deployed throughout the Group to prevent, detect and manage
quality issues, including supplier audits, comprehensive quality management
systems, internal quality audits, Gemba walks and documented root cause analysis.
Focus in 2025
Inflationary pressures remained relatively stable in 2025 despite initial concerns over
the impact tariffs may have on production costs. Other programme management
challenges persisted during 2025, driven by lingering pockets of supply chain
constraints and labour availability issues, customer quality specification changes and
demand variability caused by increasing Aerospace build rates, geopolitical impacts
and cyclical fluctuations. However, the Group was able to offset the impacts from
many of these challenges through effective deployment of mitigation strategies,
including:
spotlighting key programme management issues in Quarterly Business
Reviews and Executive Leadership Team meetings to ensure issues receive
adequate resourcing and action;
continuing to work with our customers to ensure that, wherever possible,
orders within firm windows can be delivered;
working with our suppliers and managing inventory to balance inventory levels
where there are delays in firm orders and/or ensure adequate supply to meet
production demands;
continuing to engage with customers to secure price increases, delay
contractual price decreases and/or pass through higher production costs to
mitigate the impact on Group margins where inflationary pressures persist or
programme specifications have changed;
qualifying additional supply sources or options for alternate materials or
components to mitigate supply chain disruptions;
implementing flexible labour resource plans to adapt to variations in demand
and production schedules; and
driving labour and overhead cost reductions through efficiency and technology
improvements, such as automation and AI, where possible.
With the sale of the Aerostructures business, future programme management risk
should reduce as a result of the Group’s lower exposure to programme disruption
from large Aerospace OEMs.
OPERATIONAL
Price-down
pressures
1
3
4
5
7
A
B
C
E
Principal Risk
Customer pricing pressure is an ongoing challenge within our industries, driven by
the expectations of airlines, land vehicle operators and governments seeking to
purchase more competitively priced products in the future. This may put some
pressure on the Group’s future operating margins.
How we manage it
The Group works closely with its customers to find innovative ways to produce
products at a lower cost, thus helping customers meet pricing challenges.
The Group is able to consider bundles of products that in total help meet customer
pricing challenges.
Where appropriate, the Group will actively pass work to some of its cost competitive
facilities, such as Mexico, the Czech Republic, South Africa, India and China, with a
view to helping satisfy customer challenges.
There is a Group Contract Review Policy which is mandatory for all operating
businesses and requires comprehensive financial modelling and sensitivity analysis
of contractual terms and assumptions.
Focus in 2025
In 2025, we continued to see a resumption in price reduction and contractual
price-down requests, particularly in certain Flexonics sectors, as customers attempt
to leverage the stabilisation of global supply chains and mitigate the impacts of tariffs
and lingering inflationary pressures. In response, the Group relies on:
our pragmatic and adaptable pricing response framework, enabling the Group
to secure favourable re-pricing in key contracts, where necessary;
strong partnerships with our customers, with an emphasis on supporting their
priorities within the contractual terms of existing agreements;
balancing supplier capabilities and customer demand to manage material,
component and outside processing costs, including approval of alternate supply
sources where appropriate;
leveraging our robust engineering capability and Group-wide collaboration
opportunities to expand the Group’s IP-rich product portfolio in cost agnostic
markets; and
driving labour and overhead cost reductions through cost containment
initiatives, efficiency improvements and technology enhancements
wherepossible.
The sale of the Aerostructures business will result in the Flexonics Division
accounting for a higher proportion of the Group, potentially increasing risk from
price-down pressures as the Flexonics markets are more exposed to lower-cost
global competition which drives price-down pressure. Conversely, future pricing
pressure risk should reduce from the Group’s ability to command higher product
pricing by focusing its product portfolio on high quality, differentiated products
withhigher competitive barriers based on the Group’s broad range of IP and
strongdesign expertise. The Group should also benefit from less exposure to
largeAerospace OEMs, who leverage their buying power and market position
todrive down supplier pricing, further reducing the Group’s future price-down
pressure risks.
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63 Senior plc Annual Report and Accounts 2025
PEOPLE AND CULTURE
Talent and skills
2
6
A
B
D
Principal Risk
There is a risk that the Group is unable to attract sufficient skills and talent and/or
isunable to retain the skills and talent it has in order to meet production demand
and/or business, product and/or technology development growth. Margins may be
impacted by higher compensation necessary to retain critical talent and/or attract
new capability.
A portion of the Group’s workforce may reach retirement age at the same time,
creating a gap in skills and labour availability.
The Group may have insufficient talent to respond to all strategic priorities.
How we manage it
Employee retention, recruitment and resource plans are regularly discussed within
the operating businesses, Divisional Management and the Executive Leadership
Team through site leadership meetings, Quarterly Business Reviews and the annual
strategic planning process.
The Group Executive Vice President HR hosts focus groups across several operating
businesses to solicit constructive feedback from employees and foster open
communication.
Operating businesses partner with technical colleges, universities and
apprenticeship schemes to create talent pipeline programmes.
A Group-wide succession planning exercise is conducted annually to identify
successors and interim cover for key roles and ensure appropriate development
plans are in place to support employees in meeting their career goals.
The Nominations Committee reviews management development and succession
plans twice a year, with a particular focus on critical roles and key talent.
The Group operates internal leadership development and mentoring programmes
for nominated talent.
The Group conducts an annual Global Employee Engagement Programme to inform
development and implementation of localised action plans in respond to employee
feedback and further enhance our reputation as a company people want to work for.
A non-financial performance target related to Employee Engagement has been
included in the Senior Management annual bonus targets since 2024. More
information on employee engagement can be found on page 52.
The Perform performance system is utilised across the Group to facilitate objective
setting and performance and behaviour assessment.
The Group Executive Vice President HR regularly provides people and culture
feedback to the Board.
Focus in 2025
In general, the labour market softened in 2025 in most regions as concerns over
changing trade policies and slowing economic growth led to a decline in job
openings and higher unemployment rates. As a result, labour availability and wage
inflation continued to migrate back towards pre-COVID levels but persistent
challenges remain within certain geographic locations within the US, UK and Europe
and specific roles, such as production and design engineers, skilled welders and
machinists. In addition, fluctuations in customer demand are driving the need to
balance reducing labour where customer demand has softened against the ability
toreadily restaff when demand from affected customers accelerates. We continued
to closely monitor and manage staffing levels, recruitment and retention challenges
and other relevant employment trends across the Group. Actions in 2025 included:
enhancement of employee benefit offerings to ensure the Group offers
competitive healthcare and wellbeing packages;
implementation of a new Group-wide recruitment system; and
additional training for site, Division and Group leadership on employee
engagement, including an interactive session at the Group 2025 Leadership
Workshop.
With the sale of the Aerostructures business in 2025, Aerospace Division and Group
resources will be responsible for a reduced operating footprint, placing the Group
inabetter position to utilise internal resources in support of key strategic activities
in2026 and beyond.
OPERATIONAL
Customer disruption
1
2
5
7
A
B
C
E
Principal Risk
Supply chain constraints, labour shortages, cyber incidents and other operational
disruptions may leave customers unable to meet current sales commitments and/or
respond to increases in market demands. As a result, there is a risk that customers
do not honour firm order schedules, delay programme ramp-up and/or postpone
new programmes.
How we manage it
The Group has fostered long-lasting and cooperative relationships across its
customer base.
In furtherance to its strategic priorities, the Group actively seeks to grow the
business through diversification of its customer base and new product innovation.
The Group closely monitors market trends and developments through in-house
market research analysis.
Significant customer demand risks and opportunities are assessed in
comprehensive Quarterly Business Reviews.
There is a Group Contract Review Policy which is mandatory for all operating
businesses and requires comprehensive financial modelling and sensitivity analysis
of contractual terms and assumptions.
Focus in 2025
Demand from key aerospace customers continued to stabilise in 2025, driven by
increasing build rates, higher defence spending and easing customer operational
constraints, while the Flexonics Division’s diverse customers, markets and products
provided resiliency against cyclical demand fluctuations, operational challenges and
geopolitical forces which affected key Flexonics customers during the year. The
Group continues to closely monitor the impacts on customer demand resulting from
tariffs and ongoing customer supply chain and other operational disturbances.
In 2025, the Group continued to focus on:
collaborating with our customers to understand their demand variability and
potential schedule changes in order to agree acceptable build schedules
andother solutions to mitigate the impacts of sales demand fluctuations on
theGroup;
pursuing new opportunities in adjacent markets, such as space, medical, power
and energy and semiconductor, to further diversify the Group’s demand profile;
diligently managing supply chain challenges to meet our product delivery
objectives in support of customer operations;
adapting staffing levels in response to programme fluctuations while
maintaining a focus on planning for anticipated long-term labour and skills
requirements; and
continuing to identify overhead reductions through cost containment initiatives
and efficiency improvements where possible.
With the completed sale of the Aerostructures business, the Group’s end market
and customer profiles will reflect a greater proportion of Group undertakings in
Flexonics markets and customers and less exposure to build-to-print work with large
Aerospace OEMs. The potential impacts on customer demand risk for the Group
aremixed as higher exposure to the cyclicality of certain Flexonics end markets
andgeopolitical influences on defence markets weighs against an improvement
inthe general diversification of the Group’s customer and product composition
andahigher concentration of engineered products within the Aerospace Division.
TheGroup will continue to focus on broadening the diversity of its design-rich,
differentiated fluid conveyance and thermal management product offerings across
an expanded base of customers and end markets to counter the potential impacts
ofcyclical demand fluctuations.
RISKS AND UNCERTAINTIES continued
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64 Senior plc Annual Report and Accounts 2025
FINANCIAL
Financing and
liquidity
2
3
5
C
D
E
Principal Risk
The Group could have insufficient financial resources to fund its growth strategy
ormeet its financial obligations as they fall due or insufficient liquidity to meet
financing covenants.
Foreign exchange movements could have a material impact on the Group’s financial
performance, both on the balance sheet (translation risk) and income statement
(transaction risk).
Inflationary pressures may result in higher interest rates, which could impact the
Group’s earnings.
How we manage it
The Group’s overall treasury risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects
on the Group’s financial performance.
The Group enters forward foreign exchange contracts to hedge the transactional
exchange risk arising on operations’ trading activities in foreign currencies; however,
it does not enter into or trade financial instruments, including derivative financial
instruments, for speculative purposes.
The Group does not hedge translation risk but aims to match the foreign currency
ofits net debt in similar proportions to its generation of foreign currency EBITDA,
where practical and economic, in order to provide a natural hedge against the
Group’s principal lending covenant.
The Group monitors liquidity risks monthly and ensures sufficient headroom in its
committed borrowing facilities to meet financial obligations across the Group as they
fall due.
A global notional cash pooling solution is utilised to manage working capital funding
in the operations and minimise central borrowings.
A significant portion of the Group’s external debt is at fixed rates of interest, which
mitigates the effect of higher benchmark interest rates that can result from
inflationary pressures.
Compliance with financial policies, exposure limits and headroom/liquidity limits are
reviewed by the Group’s Treasury Committee on a regular basis.
The Group’s Treasury Policy is updated and approved by the Board regularly.
The Group’s viability assessment process considers a base case and risk case
scenario, which considers the principal risks and uncertainties.
Focus in 2025
Financing and liquidity initiatives remain vital to mitigating the impacts of residual
supply chain challenges, inflation, tariffs and customer disruption. As a result of the
sale of the Aerostructures business, the Group expects financing and liquidity risk to
reduce with lower net debt from the sale proceeds and elimination of related lease
liabilities and strengthen future operating cash flow through lower capex spending
and working capital requirements.
Actions taken in 2025 included:
issuing new, four-year tenor $40m US Private Placement loan notes as a partial
refinancing of long-term US Private Placement loan notes maturing in 2025 of
£27m (January 2025) and $60m (October 2025);
extending our $50m US revolving credit facility into 2027;
entering a £30m short-dated Term Loan in July 2025 to ensure sufficient
liquidity prior to the sale of the Aerostructures business, which was repaid in
January 2026;
de-risked the balance sheet during the year with a buy-in transaction for the
closed UK defined benefit Pension Plan;
continuation of the working capital management project with a particular focus
on inventory management challenges in the Aerospace Division, caused by
increasing customer demand and residual supply chain disruptions;
strict compliance with transactional foreign exchange hedging policy to mitigate
income statement volatility from currency movements; and
the Group’s Treasury Policy was updated and approved by the Board in
September 2025.
COMPLIANCE
Corporate
governance breach
1
2
3
A
B
C
Principal Risk
Corporate governance legislation (such as the UK Bribery Act and the US Foreign
Corrupt Practices Act), regulations and guidance (such as the UK Corporate
Governance Code and global health and safety regulations) and corporate reporting
requirements are increasingly complex and onerous. A serious breach of these rules
and regulations could have a significant impact on the Group’s reputation, lead to a
loss of confidence on the part of investors, customers or other stakeholders, result in
financial penalties or fines and ultimately have a material adverse impact on the
Group’s enterprise value.
How we manage it
The Group has a well-established set of governance policies and procedures
covering all key areas (our Corporate Framework), including a Group Code of
Conduct, Human Rights Policy, anti-bribery procedures, Fraud Policy, health, safety
and environmental policies, an Agents Policy and various policies and procedures
over the review and reporting of risk management and internal control activities.
Governance and regulatory compliance updates are provided to the Board and
theExecutive Leadership Team at appropriate intervals, and to key Division
andoperational management.
All employees are required to complete annual Code of Conduct training.
All EU sites have received training on the General Data Protection Regulations and
employees in other locations have received training as appropriate to their roles.
Focus in 2025
Employees and the Board received annual refresher training on our Code of
Conductduring 2025. The completion rates typically hover around 94%, allowing
fornew starters who have not yet completed their training immediately on joining.
The course included content related to trade compliance, health and safety and
cyber security.
Additional training was conducted for appropriate employee groups on other topics
including anti-bribery, insider threats and controlled classified information.
In response to the enactment of the Failure to Prevent Fraud Offence under the UK
Economic Crime and Corporate Transparency Act, the Group expanded its annual
fraud risk assessment to include an assessment of outward fraud and strengthened
relevant language in its standard supplier terms and conditions.
The Group made significant progress on its response to Provision 29 of the updated
UK Corporate Governance Code through development of a comprehensive material
controls framework and assurance plan designed to demonstrate effective
mitigation of the Group’s principal and other key risks across a broad scope of topics,
including financial, operational, governance, reporting and other risk areas.
The Group Agents Policy and Gifts and Hospitality Policy were refreshed
during2025.
The Group’s 2025 internal audit programme and Controls Self-Assessment were
completed as planned, providing a level of assurance that the Group’s Code of
Conduct, controls, policies and procedures are being followed.
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65 Senior plc Annual Report and Accounts 2025
The Board was briefed on the Group’s
response to the Carbon Border
Adjustment Mechanism and on training
provided to operating businesses in this
regard. In addition, work continued with
SBTi to understand the actions and
timelines required to report on Senior’s
approved targets, setting a new Near-
Term target and re-basing the previously
approved Net Zero target.
During the year, the Group Director of HSE
& Sustainability attended two Board
meetings to present updates on the
Group’s progress in reducing its Scope 1
and 2 emissions and the engagement
initiatives with suppliers in respect of
Scope 3 emissions. The Board also
received reports on the increasing number
of operating businesses using renewable
and low-carbon energy sources, including
both existing facilities and those rolled
outin 2025. In addition, an update was
provided on the development of a
CarbonSetting Tool, to be distributed to
the Group’s suppliers, as part of the new
Sustainable Sourcing Policy to ensure
consistent data collection across the
supply chain.
During 2025, the Audit Committee
reviewed the Company’s TCFD
disclosures included in the Company’s
2024 Annual Report & Accounts, and the
external assurance over GHG emissions
and waste recycling rate.
The Remuneration Committee – reviewed
progress of the 2025 bonus potential
determined by a target related to absolute
reductions in Scope 1 and 2 emissions and
discussed potential targets for the 2026
annual bonus plan.
As part of Senior’s annual Board Strategy
meeting, specific consideration was given
to the evolving market conditions and
climate-driven revenue opportunities.
TheBoard considered potential impacts
ofclimate-related factors on the Group’s
end markets. For example, transition to
clean energy was expected to steadily
accelerate across Europe as EV charging
networks continued to expand, creating
opportunities for both Heavy-Duty and
Medium-Duty Electric Vehicles (EVs).
ThePower & Energy market was
expected to see electricity demand
double by 2050, with the need for power
generation capacity driven by such factors
as urbanisation and industrialisation in the
developing world, datacentres and the
adoption of EVs and battery storage
requirements. In the semiconductor
market, strong growth was expected
because of increased demand for various
electronic devices. This growth, in turn,
requires increased renewable energy
production, and this is a market where
Senior has a meaningful presence.
Risingdemand for AI requires
acceleratedproduction of “leading edge”
semiconductor chips, which themselves
require ever-greater manufacturing
precision, driving increased need
forSenior’s bellows, dampers, heat
exchangers and manifolds.
A thorough understanding of market
conditions and emerging trends,
particularly in respect of climate-related
opportunities, provides valuable insights
forthe Board to critically evaluate and
challenge the Company’s strategy
anditsportfolio of products.
Management
Management of climate-related risks
andopportunities is integrated into the
Group’s operational framework. The
Group Director of HSE & Sustainability
isresponsible for the data collection and
performance monitoring of the Group’s
Scope 1, 2 and 3 Greenhouse gas (GHG)
emissions, waste recycling and water
consumption key performance indicators
as well as overall environmental
performance and compliance. This role
also carries responsibility for carbon
management and the development of the
Group’s energy efficiency initiatives.
Oversight of climate-related risks and
opportunities
The Board of Directors provides oversight
of climate-related matters, with the Group
Chief Executive Officer holding overall
responsibility for climate-related risks and
opportunities. The Group Director of HSE
& Sustainability, who is responsible for
sustainability performance, disclosures
and climate actions, supports the Group
Chief Executive Officer.
Assessing and managing climate-related
risks andopportunities
Responsibility for identifying, assessing
and managing climate-related risks
andopportunities lies with the Group
Executive Leadership Team.
Key activities in 2025
Oversight
During the year, the Board received
reports on sustainability and climate-
related matters at every scheduled
meeting. These updates included the
Group’s progress on non-financial
sustainability metrics, such as waste
recycling, water usage and reduction of
carbon emissions, as well as progress in
external climate disclosures to CDP.
TCFD compliance statement – Senior’s
climate-related disclosures for the year
ended 31 December 2025 are consistent
with the TCFD recommendations and
recommended disclosures (set out in
Section C of the 2021 TCFD Annex
“Guidance for All Sectors”) and comply
with the requirements of the UK Listing
Rule 6.6.6R(8).
Governance
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES (“TCFD”)
Improving our
climateresilience
Strategic report Governance report Financials statements Additional information
66 Senior plc Annual Report and Accounts 2025
Presidents of the Aerospace and the
Flexonics Divisions have overall
responsibility for implementing energy
efficiency programmes, decarbonisation
and adaptation actions by the operating
businesses; they also ensure that their
Divisions meet the Group’s carbon
reduction targets and supplier engagement
responsibilities. The Presidents of the
Divisions also monitor shifts in customer
demands and ensure that the Group’s
future programmes support the transition
to low-carbon and sustainable products.
The HSE Committee, appointed by the
Executive Leadership Team and chaired by
the Group Chief Executive Officer, oversees
all health, safety and environmental matters
across the Group. It also monitors the
Group’s progress on its environmental
targets, including Scope 1, 2 and 3
emissions. Its membership includes the
Presidents of the Aerospace and Flexonics
Divisions, the Group Company Secretary
and the Group HSE &Sustainability Director.
The Committee met three times in 2025.
The Committee’s Terms of Reference can
be found on the Company’s website.
Senior’s climate-related governance framework
Board of Directors
Oversight of climate-related matters
Group Chief Executive Officer
Ultimate responsibility for management of climate-related risks and opportunities
Executive Leadership Team
Leading the Group’s efforts
on climate change
HSE Committee
Monitoring progress
on GHG emissions
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67 Senior plc Annual Report and Accounts 2025
Strategy
Climate-related risks and opportunities
identified over the short, medium and
longterm
In 2024, climate-related risks, impacts
andopportunities were assessed at a
Group level using the double materiality
approach aligned to the Corporate
Sustainability Reporting Directive (CSRD).
This approach considers both financial and
impact materiality. The Group’s climate-
related risks, impacts and opportunities
are detailed on page 45.
Impact of climate-related risks and
opportunities on the organisation’s
businesses, strategy and financial planning
Products and services
Senior’s product portfolio supports both
mitigating risks and creating opportunities
associated with decarbonisation of
transport and energy systems. For
example, we are developing our double-
walled ducting systems further, to make
significant improvements to the efficiency
of aeroengines. Our thermal management
systems and fluid conveyance products
improve how powertrains and batteries
are kept at the right temperature, making
electric and low-carbon vehicles more
efficient. This opens up opportunities
in the growing markets for electric and
hybrid vehicles. Our hydraulic and fuel
system components, already capable of
working with sustainable aviation fuel, can
be adapted for alternative fuels, such as
hydrogen, helping to lower emissions over
the life of the vehicle as manufacturers
switch fuel types. In addition, Senior’s
durable, high quality components mean
less unscheduled maintenance and parts
need replacing, which reduce the total
emissions over the asset’s lifetime and
helps keep vehicles operating efficiently
for longer.
Operations and supply chain
Renewable and low-carbon energy
procurement plays an important role in
reducing the Group’s operational carbon
footprint. In 2025, around 60% of
electricity was sourced from renewable
and low-carbon energy, marking an
increase of 15% compared to 2024. Four
of Senior’s operations businesses have
installed on-site Solar PV systems, with
the most recent installation at Senior
Flexonics Cape Town nearing completion,
as highlighted in the case study on page
47. In addition to strengthening the
Group’s commitments to sustainability,
these initiatives enhance energy resilience
across the Group.
Energy efficiency actions are also vital in
managing GHG emissions and reducing
operational costs. This year, we saw a
reduction of 39% in the Group’s Scope 1
and 2 emissions against a 2018 base year.
We continued focusing on energy-
efficient initiatives, such as upgrading
building insulation, enhancing heating,
ventilation and air conditioning (HVAC)
systems, and expanding LED lighting
installations.
Operational resilience planning is a critical
component in addressing the physical
risks of climate change. Each site within
the Group has a scenario-based Business
Continuity Plan which is tested annually;
this is complemented by insurance
coverage to mitigate potential financial
impacts. The previous WWF Water Risk
Filter assessment indicated that certain
Group’s operating businesses are located
in areas of potential water scarcity. To
date, no operational interruptions have
incurred; however, we recognise that
localised water shortages could potentially
disrupt operations and interrupt supply
ofproducts to our customers. We
remaincommitted to identifying and
implementing measures to reduce water
consumption across the operating
businesses located in the regions of
potential water scarcity.
Scenario Assumption Key potential impacts Opportunities
Scenario 1 (<2ºC)
Early policy action: smooth transition
– Decisive global carbon action
starts in 2021
– Gradual tightening of carbon
policies
– Global warming is limited to
1.8ºC by 2050
– Limited physical risks.
Accelerating policy action and
shifting consumer and investor
expectations drive rapid
decarbonisation. Senior needs to
align its investment decisions
with its SBTi targets, respond to
growing demand for low-emission
products and remain consistent
with its public commitments.
The ability to maximise returns on
new investments in the long term,
once transition has occurred and
markets have stabilised.
Scenario 2 (<2ºC)
Late policy action: disruptive transition
– 10-year delay in climate policy
action to reduce global
emissions
– From 2031, rapid and significant
measures sharply reduce
emissions
– Global warming is limited to
1.8ºC by 2050
– Limited physical risks.
Rapid policy shift in 2031 after
aperiod of limited action.
Seniorneeds to ensure it acts
early to avoid long-term disruption
as economies accelerate
emissions cuts.
Early investment will help Senior
prepare for the economic shifts after
2030. Opportunities may materialise
over the long term, due to the late
policy action and the abrupt
transition to a low-carbon economy.
Scenario 3 (>3ºC)
No policy action: business as usual
– Minimal policy intervention
– Global warming reaches 3.3ºC
by 2050
– High physical risks.
Limited climate policy leads to
rising greenhouse gas emissions.
Increased exposure to
heatwaves, tropical cyclones and
droughts may disrupt Senior’s
sites and supply chain. With
weaker policy support and limited
investment, new low-carbon
technologies develop more
slowly, making thetransition
costlier and harder to achieve.
The Group’s continued investments
and its ability to diversify business
activities can help Senior be more
resilient to changes in the markets
and adapt to the impacts of
climatechange.
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (“TCFD”) continued
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68 Senior plc Annual Report and Accounts 2025
In 2025, we continued to actively work
with our suppliers and implemented a
range of initiatives aimed at reducing our
Scope 3 emissions. For example, as part
of our Sustainable Sourcing Policy, we
have developed a Carbon Setting Tool
which allows our suppliers to use natural
gas and electricity consumption to
calculate Scope 1 and 2 GHG emissions
and then to set a reduction target in line
with current Net Zero requirements. This
tool gives suppliers real-life guidance on
how to lower their emissions and helps
them take practical measures to operate
more sustainably.
Investment in research and development
Climate change is a fundamental element
of the Group’s business strategy. Senior’s
products and services help its customers
reduce carbon emissions in Aerospace,
from industrial process plants and from
land vehicles. When we consider R&D
spend and expansion, we assess
sustainability of our products in terms
ofsupporting our customers’ aims to
reduce energy consumption and carbon.
For example, the development of new
thermal management technology (e.g.
components for fuel cells, advanced heat
exchanger solutions, the use of laser
welding for battery cooling plates)
presents an opportunity for Senior to
become a leader in the specialised
applications of off-highway vehicles, large
trucks and aerospace, where reduced
weight and optimum working temperature
are critically important.
Acquisitions or divestments
Optimising our portfolio is fundamental to
our strategy. When evaluating potential
companies for acquisition, we thoroughly
review each company’s ESG performance.
If the process advances toformal due
diligence, we undertake a comprehensive
ESG review, which may involve external
experts. We also assess the strategic
compatibility by considering the long-term
prospects of the company’s products,
ensuring they contribute to Senior’s
commitment to advancing decarbonisation
in challenging sectors, such as Aerospace,
Land Vehicles and Oil & Gas.
Access to capital
Senior’s sustainability strategy and
leadership, including its support for
customers and suppliers, is important for
our stakeholders and it is a consideration
in terms of access to capital for equity
investors, debt investors and lenders.
Thisis expected to become more
important in time as Senior makes strides
towards Net Zero and as our markets
transition to a low-carbon future.
Financial planning process
The Group’s operating businesses have
continued to prioritise internal efficiencies,
particularly in reducing Scope 1 and 2
emissions, as described on pages 48
and49. Weclosely monitor product
demand shifts due to low-carbon
transition, adapting financial planning to
market changes and investing in emerging
technologies where opportunities arise.
Climate change considerations also inform
our approach to asset insurance and
employee safety in areas subject to
severeweather.
Resilience of the organisation’s strategy with
reference to three climate-related scenarios,
including a 2ºC or lower scenario
In 2021, we conducted a climate scenario
analysis to assess the potential impact of
climate change on the Group’s operations.
We used three climate scenarios
developed by the Bank of England,
astheyalign with TCFD recommendations
to test business resilience under different
climate pathways, including a “2ºC
orlower” scenario. These scenarios
model outcomes over a 30-year period
to2050 – consistent with the Paris
Agreement andnational Net Zero targets.
Further information on the assumptions
and parameters used in the scenarios
canbefound on the Company’s website.
The2021 scenarios were updated in
2024, when the Group conducted a full
Double Materiality Assessment.
Resilience statement
In 2025, we continued work on reinforcing
the Group’s resilience to transitional risks
arising under scenarios 1 and 2. We have
extended on-site generation of energy
andincreased procurement of renewable
energy, which may help reduce the
Group’s reliance on carbon-based energy
sources and reduce its exposure to
potential regulatory costs. Our Long-Term
Net Zero targets, aligned to 1.5ºC for all
Scopes, and the steps we are taking to
decarbonise our operating businesses, are
also expected to strengthen the Group’s
ability to withstand transitional risks. We
continued our efforts on engaging with
suppliers on Scope 3 emissions – the
analysis performed in 2025 showed that
around 56% of suppliers by spend have
environmental-related targets in place,
and around 43% – specific carbon-
reduction targets. This ensures the
Group’s exposure to future costs and
regulatory risks is reduced; it also helps
create a stronger and more resilient supply
chainthat is aligned to Senior’s
sustainability goals.
The Group’s focus on innovation and
strong relationships with customers
means we are well positioned to
maximise opportunities offered by
smooth and disruptive transition
scenarios. We are proactively assessing
the way climate change affects market
demand for our products as part of our
annual strategic meetings.
In addition to managing transitional risks,
the Group is also building resilience
against high physical risks associated
withscenario 3. The Group’s business
continuity plans, which integrate adaptive
measures to potential site-level
vulnerabilities, help ensure that our
operating businesses are able to maintain
their functions, minimise operational
disruptions and ensure long-term stability.
Risk management
The organisation’s processes for
identifying,assessing and managing
climate-related risks
We identify, assess and manage
theGroup’s risks using the risk
management process shown on page58.
The Group has modelled its risk
management process on theCommittee
of Sponsoring Organisationsof the
Treadway Commission (“COSO”)
integrated enterprise risk management
framework, tailored to reflect Senior’s
culture andValues. The process includes
identification of relevant risks, risk
scoring,development and assignment
ofresponse actions, monitoring the
effectiveness of key mitigating controls
and reporting of the risk and assurance
environment to the Executive Leadership
Team, the Audit Committee and the Board.
In 2024, the Group applied the Double
Materiality Assessment process to
identify its sustainability risks, impacts
and opportunities (including climate-
related), as described on page 45.
Mitigating action plans, including a
detailed description of the response
action, assigned to the members of the
Executive Leadership Team and other
senior members of staff, are developed
for all material climate-related risks.
Action plan progress is tracked to ensure
timely implementation. The overall
effectiveness of the risk control
environment is closely monitored through
assurance and audit activities to assess
if critical risks are being mitigated within
the Group’s risk tolerance.
Integration of processes for identifying,
assessing, and managing climate-related
risks into the organisation’s overall risk
management framework
Climate-related risks and impacts form
part of the Group’s risk register and will
be subject to an annual review by the
Executive Leadership Team and the Board.
Metric and targets
Metrics used to assess climate-related risks
and opportunities
Targets used to manage climate-related risks and
opportunities and performance against targets
The table below presents targets and
metrics selected to measure our climate-
related risks and opportunities. These
metrics are relevant to Senior, as they
enable us to track progress towards our
sustainability objectives and assess the
effectiveness of our initiatives to reduce
environmental impact. Our targets are
aligned to the Paris Agreement and the
UK’s Net Zero Strategy, reflecting our
commitment to reducing the GHG
emissions generated by Senior’s
operational activities and addressing
indirect emissions across our entire
valuechain.
Our Near-Term Scope 1, 2 and 3 targets
were verified by SBTi in 2021. In 2023,
theSBTi approved our Long-Term Net
Zero climate targets for Scope 1, 2 and 3
emissions. The targets, to be achieved
by2040, aligned to 1.5ºC for all Scopes.
Targets will be updated in 2026 to reflect
the disposal of the Aerostructures.
In 2025, the Remuneration Committee
aligned remuneration for the executive
Directors and senior management to
non-financial performance metrics and
agreed that 10% of the 2025 bonus
potential would be determined by a target
related to absolute reduction in Scope 1
and 2 emissions over the one-year
performance period. The set target is
consistent with the Group’s SBTi-
validated target of a 30% reduction in
these emissions by 2025 (from a 2018
base year).
Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas emissions
The details of our Scope 1, 2 and 3
emissions, in compliance with SECR, can
be found on page 49.
Climate-related target Target year Base year Progress in 2025 Metric
Reduce absolute Scope 1and 2GHGemissions by 30% 2025 2018 39% decrease
(2024 – 33.4% decrease)
Tonnes CO
2
e
For Scope 3 GHG emissions, 82% of suppliers by spend
to have climate science-based targets
2025 2018 43%
(2024 – not determined)
% of suppliers with specific
carbon-reduction targets
Reduce absolute Scope 1, 2 and 3 emissions by 90% 2040 2018 Reporting to startin2026 Tonnes CO
2
e
Achieve a recycling rateof 95% 2025 92.4%
(2024 – 91.1%)
% of waste recycled
Strategic report Governance report Financials statements Additional information
69 Senior plc Annual Report and Accounts 2025
Following a robust assessment,
theDirectors have concluded that the
Group and Parent Company have
sufficient funds to operate for the
foreseeable future (evaluated to
31December 2028), even in a severe
butplausible downside scenario.
The Board has considered a three-
year period, which reflects the normal
mid-term planning cycle, provides
sufficient clarity on business prospects
and adequately covers customer lead
times for new and expansion investment.
Asevere but plausible downside
scenariois considered over this period.
Overall, the Board’s expectations for
theGroup for 2026 are unchanged.
InAerospace, growth in civil aircraft
buildrates and increased demand across
our other markets is expected to drive
further good progress in 2026and
beyond. Flexonics expectations for
2026are unchanged with robust
double-digit margins being maintained
notwithstanding the softer conditions
incertain end markets.
The base case projections of the viability
assessment are based on the Group’s
Budget for 2026 and the Group’s Strategy
for 2027 and 2028. In the civil aerospace
sector, air traffic is expected to continue
togrow as incomes increase, especially in
developing markets in Asia. The long-term
demand for new commercial aircraft is
forecast to grow by 3-4% per annum
driven by growth in air traffic and ongoing
fleet replacement. In the Group’s other
key markets, Senior’s sales to the Defence
sector are primarily focused on US military
aircraft platforms such as the F-35
(underpinned by robust demand), C-130J
and newer platforms such as T-7A.
In Flexonics, according to Americas
Commercial Transportation (“ACT”)
research, North American heavy-duty
truck production declined by 24% in 2025
compared to 2024, as OEMs responded
to declining demand and high inventories
of unsold trucks. ACT expects production
to continue at the current lower rate during
the first half of 2026 before the start of an
anticipated recovery in the second half
of2026. Low-fleet replacement rates
andan ageing truck fleet are anticipated to
underpin demand growth going forward.
S&P is predicting production growth in
2026 of 6%. In the off-highway sector,
forecasted demand in 2026 will be flat
year-on-year in North America, up by 0%
– 10% in both China and Europe and
flatinAsia (excl. China). In light-vehicle
production, S&P is forecasting that
production in 2026 will fall by 3% in
Europe, by 2% in North America and
increase by 8% in India. In Senior’s other
Flexonics markets, activity in the power
generation sector is driven by growth
inelectricity demand. The IEA are
forecasting demand for electricity will
grow 3.6% per annum from 2026 – 2030.
In the downstream O&G sector,
construction of new downstream
infrastructure remains focused on the
Middle East and Asia, where cheap
feedstock and economic growth
respectively are driving investment.
In determining a severe but plausible
downside scenario, the base case
projections are flexed to reflect the
weighted probability and cumulative
estimated effects of all the Group’s
principal risks and uncertainties, as
disclosed on pages 56 to 65. This scenario
reflects the combined probabilistic effect
of all principal risks, rather than individual
scenarios for each risk, according to
impact and likelihood of occurrence and
include mitigations where appropriate
tomaintain liquidity. These effects drive
key metrics in revenue growth, operating
profit margin and borrowing rates.
Thetop5 principal risks with the highest
estimated effect on key metrics include
Climate Change, Cyber/Information
Security, Programme management,
Implementation of Strategy, Geopolitical
and Economic impact. The remaining
riskshave relatively equal weighting in
thescenario with Financing and Liquidity
having the lowest estimated effect.
To address the impacts under the severe
but plausible downside, the Board has
considered mitigating actions within the
Group’s direct control including cash
conservation through management of
capital expenditure and working capital
together and limiting non-critical
discretionary spend.
On 27 February 2026, the Company
announced that it had received several
proposals from potential offerors for the
entire issued share capital of the Company.
Given that there is no certainty that any
offer for the Company will be made or as
tothe terms of any offer, the assessment
of viability has been performed on the
assumption that no change of control
takesplace during the viability assessment
period.
Committed facilities and debt covenants
At 31 December 2025, the Group held
committed borrowing facilities of
£293.8m, comprising five private
placement loans, two rolling credit
facilities and a Term Loan facility. The
Group had headroom of £220.5m under
these committed facilities. On 24 July
2025, a Term Loan Facility of £30m was
issued for a period of 6 months, at
avariable interest rate. This facility has
been repaid in full on 23 January 2026.
The weighted average maturity of the
Group’s committed facilities was 2.1 years
Management do not anticipate significant
impediments to the refinancing of the
revolving credit facilities required within
the viability period.
There are two covenants for committed
borrowing facilities, which are tested at
June and December: the Group’s net debt
to EBITDA (defined in the Notes to the
Financial Headlines) must not exceed 3.0x
and interest cover and the ratio of EBITDA
to interest must be higher than 3.5x. At
31 December 2025, the Group’s net debt
to EBITDA was 0.9x and interest cover
was 7.0x, both comfortably within
covenant limits.
Board’s conclusion
Modelling the base case and severe
butplausible downside scenario with
mitigations indicate that the Group is in
compliance with all debt covenants at all
measurement dates out to 31 December
2028. There is sufficient liquidity
headroom throughout the period given the
committed facilities available. Accordingly,
the Directors conclude that the Group and
Parent Company have sufficient funds to
operate in the period out to 31 December
2028, even in a severe but plausible
downside scenario.
Going concern
As a consequence of the rigorous
assessment of the forecasts underpinning
the viability statement, the Directors have,
at the time of approving these Financial
Statements, a reasonable expectation
thatthe Group and Parent Company
haveadequate resources to continue in
operational existence for a period of at least
12 months from the date of approval of
these Financial Statements. Accordingly,
they continue to adopt the going concern
basis of accounting in preparing these
these Financial Statements. See page 135
for further information.
Approval
The Strategic Report from pages 1 to 71
was approved by the Board of Directors on
27 February and signed on its behalf by
David Squires
Group Chief Executive Officer
VIABILITY STATEMENT
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70 Senior plc Annual Report and Accounts 2025
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
In compliance with the Non-Financial Reporting requirement set out in Sections 414CA and 414CB of the Companies Act 2006,
the table below illustrates where our stakeholders can find information in respect of non-financial matters.
Non-financial information Section of the report Pages
Business Model Business Model 12
Principal Risks Risks and Uncertainties 56
Non-Financial KPIs Key Performance Indicators 30
Climate-Related Financial Disclosures Task Force on Climate-Related Financial Disclosures (TCFD) 66
Non-financial
information Policies
Related
principal risk Due diligence and outcomes Pages
Environmental
matters
Health, Safety and Environmental Policy – sets out Senior’s
commitment to creating a safe and healthy work environment
free of occupational injuries, ill-health and environmental
incidents.
Climate
Change
– Sustainability – Environment
– Streamlined Energy and
Carbon Reporting
46
49
Employees
Code of Conduct – provides a clear framework outlining the
expected behaviour and ethical standards for Senior’s employees.
Corporate
Governance
Breach
– Sustainability – Governance
– Internal Controls and Risk
Management
54
98
Whistle-blowing Policy – encourages employees to report
suspected or observed wrongdoing and unethical behaviour
within the workplace, and provides contact details of an
independent, third-party whistle-blowing service.
Perform – Senior’s performance and development system
isdesigned to manage and enhance the performance of
itsemployees.
Talent
and Skills
– Sustainability – Social 51
Learn – Senior’s global learning management platform is
designed to deliver and track training courses, promoting
continuous learning and development among employees.
Environmental Health & Safety Management Framework
comprising:
Senior’s Safety Standards – define the minimum health and
safety requirements for all Group operating businesses.
Senior’s Health & Safety Essential Behaviours – the
behaviour model helping its employees understand the
behaviours they “should” and “should not” display to strengthen
the Company’s health and safety culture.
Senior’s Golden Rules – safety principles and guidelines
designed to prevent accidents and protect wellbeing of
employees, contractors, suppliers and visitors whilst on Senior’s
premises.
Respect for
human rights
Human Rights Policy – sets out standards Senior expects from
its employees, customers and suppliers regarding human rights.
Corporate
Governance
Breach
– Internal Controls and Risk
Management
98
Modern Slavery Act Statement – outlines the Company’s
actions to assess potential modern slavery risks and processes
tominimise any risk of slavery or human trafficking.
Anti-corruption
and anti-bribery
Agents Policy – applies to business dealings with agents
contracted to represent and act on behalf of Senior in any sales
capacity.
Corporate
Governance
Breach
– Internal Controls and Risk
Management
98
Gifts and Hospitality Policy – restricts the receiving and giving
of gifts and hospitality from, and to, third parties.
Whistle-blowing Policy
Fraud Policy
Social matters
Diversity and Inclusion Executive Commitment – dedication
and involvement of Senior’s leaders in promoting diversity and
inclusion, creating the environment where individuals from
diverse backgrounds feel valued and respected and have equal
opportunities for success.
Talent
and Skills
Sustainability – Social 51
For more information please visit: www.seniorplc.com
Strategic report Governance report Financials statements Additional information
71 Senior plc Annual Report and Accounts 2025
Investing in our people
and culture
Meeting the Group’s employees,
observing working practices and
reviewing engagement results
enabled the Board to assess the
Groupculture and agree focus areas
for the year ahead.
Read more on page 80
Section 172 driving better
decision-making
Board decisions are informed by
stakeholder insight and consideration
of long-term impacts, ensuring
outcomes are balanced, responsible
and deliver lasting value across
theGroup.
Read more on page 82
Comprehensive induction
programme
Delivered structured onboarding
fornew Directors, while continuing
onboarding of the existing Directors
tostrengthen integration and
contributions to the Board.
Read more on page 90
Board performance
Conducted an internal Board
performance review, which confirmed
effective Board composition, strong
strategic oversight and constructive
challenge.
Read more on page 91
GOVERNANCE HIGHLIGHTS
Our governance provides effective
oversight and direction
Financials statements Additional informationStrategic report Governance report
72 Senior plc Annual Report and Accounts 2025
CHAIR’S GOVERNANCE LETTER
Senior’s governance
supports sustainable
growth
THE DIVESTMENT OF THE
AEROSTRUCTURES BUSINESS
HAS BEEN COMPLETED AS
PLANNED. OUR RETAINED
FCTM BUSINESSES ARE
FOCUSED AND PERFORMING
STRONGLY WITH HIGH
QUALITY FUTURE
OPPORTUNITIES.
Ian King
Chair
Dear Shareholder,
On behalf of the Board, I am pleased
topresent the Senior plc Corporate
Governance Report for the year ended
31 December 2025. This year marked
asignificant strategic decision – the
divestment of the Aerostructures business
to focus on becoming a Fluid Conveyance
and Thermal Management (FCTM)
business. During the year, the Board worked
closely with the executive team, assessing
the implications of the divestment and
providing oversight, challenge and guidance.
We believe this decision will lay a solid
foundation for a strong, focused and more
competitive business over the long term.
Alongside this, the Board approved a £40m
share buyback programme following the
divestment and set new financial targets to
guide future performance, reflecting our
disciplined capital allocation and confidence
in the Company’s financial resilience. In
light of the possible offer for the Company,
announced on 27 February 2026, Senior
will not currently be commencing the
£40m share buyback programme.
Board changes
We were pleased to welcome Alpna Amar
as Group Chief Financial Officer. Since
joining, Alpna has visited operations
across the Group, gaining insights into
opportunities and challenges and
contributing fresh perspectives to Board
discussions. We were also pleased to
appoint Graham Oldroyd as a non-
executive Director on 28 May 2025. His
engineering and private equity experience
strengthens and complements the Board.
Stakeholder engagement
The Board maintained strong focus on
engaging with stakeholders. An Investor
Event early in the year offered an
opportunity to explain our strategy and
new financial targets. Later in the year,
investors and analysts visited our new
Innovation Centre in Oakdale, South
Wales, showcasing Senior’s engineering
capabilities and commitment to innovation.
We continued our Global Employee
Engagement Survey, achieving 88%
participation rate and maintaining an
engagement index of 7.5. Our designated
non-executive Director for employee
engagement, Mary Waldner, led focus
groups and visited operations in the UK,
France and the USA, enabling direct
dialogue with employees. Whole Board
visits to the UK and US sites, alongside
regular meetings with the Executive
Leadership Team, provided valuable
insight into the operating environment
andleadership capability. Additional site
visits by Zoe Clements in Canada, the
USAand the UK further deepened Board
engagement.
Priority areas for 2026
In 2026, the Board will continue improving
the effectiveness of Board materials, focus
on growth opportunities, and maintain
emphasis on executive succession and
gender diversity, particularly in operational
roles. Strengthening employee experience
will remain a priority.
2026 Annual General Meeting (AGM)
The Company’s 2026 AGM will take place
on 8 May 2026 at 59/61 High Street,
Rickmansworth, Hertfordshire, WD3
1RH. We invite you to attend and meet the
Board and our leadership team.
I would like to thank my fellow Directors,
the executive team and all employees for
their contribution and commitment
throughout what has been a busy and an
important year. I would also like to thank
our shareholders for their continued trust
and support as we deliver our strategy.
Ian King
Chair
27 February 2026
Statement of compliance with
the Corporate Governance Code
Senior plc is subject to the UK Corporate
Governance Code 2024 (the Code).
TheCode is published by the Financial
Reporting Council and available at
www.frc.org.uk. The Company has been
compliant with the Code throughout the
financial year under review.
Further information on how the Company
has applied the Principles and complied
with the Provisions of the Code can be
found on the following pages:
Board Leadership
and Company Purpose 79 – 83
Division of Responsibilities 84 – 85
Composition, Succession
and Evaluation 86 – 91
Audit, Risk and Internal Control 92 – 99
Remuneration 100 – 116
Financials statements Additional information
73 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Date appointed to the Board
2025
Independent
No
Qualifications
BSc (Hons) in Economics and
Politics, Chartered Accountant
Skills, experience and contribution
Alpna has extensive corporate,
operational and commercial
finance, strategy, M&A and
investor relations experience,
inboth corporate and consulting
positions. She also brings a wealth
of experience in Senior’s end
markets and a strong track record
of helping to enhance shareholder
value.
Current external appointments
A non-executive director of
Chemring Group PLC.
Previous roles
Corporate Development Director
of Kier Group plc
Senior investor relations and
corporate development roles
atTI Fluid Systems plc and
International Automotive
Components Group,SA.
Alpna Amar
Group Chief
Financial Officer
A R N
Date appointed to the Board
2017
Independent
Yes, on appointment
Qualifications
Fellow of the Chartered Institute of
Management Accountants
Skills, experience and contribution
Ian leads the Board in defining the
strategy of the Group and driving
the Company’s Vision to produce
sustainable growth in operating
profit, cash flow and shareholder
value. Ian has relevant direct
experience in Aerospace, a key
element of Senior’s strategy.
Throughout a longstanding
career,Ian has held many senior
management and directorship
roles, including finance, executive
management, customer support
and strategic planning.
Current external appointments
A non-executive director of
Schroders plc
The lead non-executive director
of the Department for Transport
A non-executive director of
HighSpeed Two (HS2) Limited
A senior adviser at Gleacher
Shacklock LLP.
Previous roles
Chief Executive of Alenia
Marconi
Group Strategy and Planning
Director of BAE Systems
Chief Executive of BAE Systems
Senior independent director of
Rotork plc.
Date appointed to the Board
2022
Independent
Yes
Qualifications
BA in Political Sciences and a
qualified lawyer
Skills, experience and contribution
Barbara’s extensive experience in a
number of Senior’s key markets as
an executive and a non-executive
director complements that of the
existing members of the Board.
Barbara is a US citizen and has
good working experience in North
American markets.
Current external appointments
Chair of The Weir Group plc
Senior Independent Director
ofJohnson Matthey Plc.
Previous roles
Executive Vice President,
Corporate Development and
Chairman’s Counsel of Alcoa Inc
Chairwoman of Boart Longyear
Limited
Non-executive director of
Premier Oil plc and Russel
Metals Inc
A non-executive director and
Remuneration Committee Chair
of Aggreko plc.
BOARD OF DIRECTORS
Ian King
Chair and Chair of the
Nominations Committee
Barbara Jeremiah
Senior Independent
Non-executive Director, Chair
of the Remuneration Committee
A
Audit Committee
R
Remuneration Committee
N
Nominations Committee
R N
Financials statements Additional information
74 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
Date appointed to the Board
2024
Independent
Yes
Qualifications
BSc (Econ) in Econometrics
andMathematical Economics,
aFellowof the Institute of
Chartered Accountants
Skills, experience and contribution
Zoe is an investment, private
equityand finance professional
with over 15 years of board
experience, and over 25 years of
executive experience, notably in a
private equity context. Zoe’s direct
experience in complex investment
and finance roles across a variety
ofindustries complements the
current Board.
Current external appointments
A non-executive director of
Pantheon International Plc
A non-executive director of
JPMorgan Emerging Markets
Investment Trust plc
A Trustee of the Money and
Mental Health Policy Institute
A Non-Executive Adviser of
Travers Smith LLP
A Board Member of the Audit
Committee Chairs’ Independent
Forum.
Previous roles
A Member of the Social
Investment Advisory Committee
of the Growth Impact Fund. Zoe
stepped down from this role in
February 2026.
A range of consumer, retail,
leisure, healthcare and
professional services boards
asanon-executive Director.
Date appointed to the Board
2025
Independent
Yes
Qualifications
MA Hons. in Engineering
MBA INSEAD Business School
Chartered Engineer, Fellow of
theInstitution of Mechanical
Engineers, Member of the
Chartered Institute for Securities
&Investment, Honorary Fellow,
INSEAD Business School
Skills, experience and contribution
Graham has a strong engineering
background complemented by
public company and broad private
equity experience, particularly
inindustrial and manufacturing
sectors. Graham’s track record in
transforming international
mid-market industrial businesses
and creating long-term shareholder
value enable him to make valuable
contributions to Boarddiscussions.
Current external appointments
A non-executive director of
Videndum plc
The Chairman of The Global
Smaller Companies Trust PLC
A member of the Supervisory
Board of MCF Corporate
FinanceGmbH and Chairman
ofMCF Ltd.
Previous roles
Chairman at Ideal Standard
International NV
A non-executive director of PHS
Group Investments Ltd, Nobina
AB and Henderson Alternative
Strategies Trust plc
A partner and Head of
Manufacturing and Industrial
Investment at Bridgepoint
Capital.
Date appointed to the Board
2019
Independent
Yes
Qualifications
BTech in Mechanical Engineering
and MBA, Marketing & Strategy
Skills, experience and contribution
Rajiv has significant experience
inblue-chip global industrial
companies. His work experience
includes commercial,
manufacturing, supply chain,
M&A, strategy development,
digital and general management
across the Americas, Europe
andAsia. During his career, he
hasgrown businesses, done
turnarounds and built world class
teams. Investing in talent and
technology has been a key enabler
to business success. His
experience includes developing
and executing winning strategies
for long-term success.
Current external appointments
The Chief Executive Officer of
Archroma Singapore Pte. Ltd.
A non-executive director of
Raymond Lifestyle Limited.
Previous roles
The Chief Executive Officer
ofCoats Group plc
Various senior roles in Shell,
GE,Honeywell.
Zoe Clements
Non-executive Director
Graham Oldroyd
Non-executive Director
Rajiv Sharma
Non-executive Director
A R N A R N A R N
Date appointed to the Board
2015
Independent
No
Qualifications
BA in Business Management
Studies, a Fellow of the Chartered
Institute of Purchasing and
Supplyand Fellow of the Royal
Aeronautical Society
Skills, experience and contribution
David has a long-established career
in engineering and manufacturing
businesses. He brings extensive
knowledge of the aerospace
industry, other industrial markets
and broad international experience,
as well as understanding of supply
chain and business development
tothe Board. David has been
theguiding force in driving the
Group’s Vision and operating
inasafe and ethical manner.
Davidchairs the Group’s Executive
Leadership Team. He is also the
Chair of the Health, Safety &
Environment Committee.
Current external appointments
A non-executive director of
Mpac Group plc
Previous roles
The Chief Operating Officer of
Cobham plc
Various roles in Eaton
Corporation, GEC-Marconi/
BAE Systems, Hughes Aircraft
Company (now Raytheon)
andShell.
David Squires
Group Chief
Executive Officer
Financials statements Additional information
75 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
THE BOARD AND ITS
COMMITTEES HAVE
THE APPROPRIATE
COMBINATION OF
SKILLS, EXPERIENCE
AND KNOWLEDGE TO
ENABLE THEM TO
PERFORM THEIR
DUTIES EFFECTIVELY.
Ian King
Chair
Date appointed to the Board
2024
Independent
Yes
Qualifications
BS and MS in Mechanical
Engineering and MBA
Skills, experience and contribution
Joe brings broad international
engineering expertise in the
automotive, aerospace and
industrial sectors where Senior
operates. His experience in
integrating businesses and
managing businesses through
transition and lean transformation
– in both public and private equity
environments – enable him to
make valuable contributions to
theBoard.
Current external appointments
The Group Chief Executive
Officer of Genuit plc.
A partner in Rocky Neck
Partners, LLC.
Previous roles
The President of HBK, a division
of and key platform business
within Spectris plc
Various roles in Clarcor
Corporation, Stanadyne
Corporation and Danaher
Corporation
A Board Director of Muth Mirror
Systems.
Date appointed to the Board
2021
Independent
Yes
Qualifications
MA (Hons) in Physics and a Fellow
of the Chartered Institute of
Management Accountants
Skills, experience and contribution
Mary’s background and experience
in finance and in the engineering
sector complements the
currentBoard membership
andisinvaluable in Senior’s
continued development.
Current external appointments
The Chief Financial Officer of
Lloyd’s Register.
Previous roles
A non-executive director and
Chair of the Audit and Risk
Committee of Oxford
Instruments plc
The Group Finance Director of
Ultra Electronics Holdings plc
The Director of Group Finance at
QinetiQ Group plc
Group Financial Controller of
3iGroup plc
A number of senior roles within
the aerospace and automotive
sectors at British Airways and
General Motors.
Date appointed Group Secretary
2002
Andrew was appointed Group
Company Secretary in 2002. He
acts as Secretary to the Senior plc
Board and its Committees; he
isalso a member of the Group’s
Executive Leadership Team and of
the Treasury Committee. Prior to
joining Senior, Andrew had gained
experience working for businesses
in the technology/software,
manufacturing, insurance and
aviation services sectors.
Joe Vorih
Non-executive Director
Mary Waldner
Non-executive Director, Chair of
the Audit Committee and Director
designated to engage with the
Group’s employees
Andrew Bodenham
Group Company Secretary
A R N A R N
BOARD OF DIRECTORS continued
Financials statements Additional information
76 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
OUR EXECUTIVE
LEADERSHIP TEAM
The right
experience
and skills
todeliver
The Executive Leadership Team, led by the
Group Chief Executive Officer, has the right
blend of skills and experience to deliver the
implementation of the Group’s strategy.
The team’s collective strengths include:
Strategic leadership
Financial management
Operational excellence
Technological innovation
Risk management
Human capital development
Silvia Schwark
Executive Vice President HumanResources
Silvia joined Senior as the Group Human Resources Director on
3 March2025. Silvia is a Fellow of the Chartered Institute of Personnel
and Development; she has a wealth of experience in leading the
peoplefunction in a range of global engineering and manufacturing
organisations. Silvia’s prior roles include the Chief People Officer
atXPPower plc and other senior HR leadership roles at Mars Inc,
Tate&Lyle plc and Vesuvius plc.
David Squires
Group Chief Executive
David brings aerospace andindustrial expertise, internationalexperience
andsupply chain insight. Davidleads the Executive Leadership Team and
chairs theHSE Committee. See detailed biography on page 75.
Alpna Amar
Group Chief Financial Officer
Alpna brings broad experience acrossfinance, strategy, M&A
andinvestor relations. Alpnabringsdeepinsight into Senior’s
markets andaproven trackrecordofenhancing shareholder value.
Seedetailed biography on page 74.
Andrew Bodenham
Group Company Secretary
See biography on page 76.
Amy Legenza
Director of Risk and Assurance
A US citizen, Amy became the Director of Risk and Assurance in
November 2021 and was appointed to the Executive Leadership Team on
1 January 2023. Amy previously served as the Group’s Head of Risk
& Compliance. A Certified Public Accountant, Amy joined the Group in
2008 and has broad experience in senior finance and accounting roles.
Launie Fleming
President, Aerospace Division
A US citizen, Launie has extensive experience working for the Group.
Launie joined the Executive Committee upon his appointment as Chief
Executive of Aerospace Fluid Systems in September 2008. In October
2020, Launie was appointed Chief Executive of the Aerospace Division,
formed by the consolidation of the Aerospace Fluid Systems division
and Aerospace Structures division. Prior to these divisional roles,
Launie was the Chief Executive of Senior Aerospace SSP.
Nigel Major
Executive Vice President Strategy
Nigel Major joined Senior in April 2024 as Executive Vice President
Strategy, responsible for strategy, M&A, and technology leadership
across the Group. Before joining Senior, Nigel was Group Director,
Mergers and Acquisitions at QinetiQ Group plc. Prior to that, he was
Chief Strategy and Technology Officer at Laird plc. His earlier roles
included both developing and implementing strategy, leading M&A
activities, and leading technology development. Nigel has an MA in
Maths from Cambridge University and a PhD in Artificial Intelligence
from Nottingham University; he worked as a research Fellow in
Nottingham and Le Mans, France.
Mike Sheppard
President, Flexonics Division
A US citizen, Mike has worked forthe Group for over 30 years. Aqualified
engineer, Mike’sprevious positions withinthe Group included operational
roles at the two largest Flexonics businesses, Senior Flexonics Pathway
and Bartlett.
Financials statements Additional information
77 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
BOARD AT A GLANCE
Board and Committee membership as at 31 December 2025 and meeting attendance in 2025
The membership and attendance record of the full Board meetings and its full Committee meetings during 2025 are shown in the
table below:
Main Board
Audit
Committee
Nominations
Committee
Remuneration
Committee
Chair Ian King Mary Waldner Ian King Barbara Jeremiah
Ian King 12/12 – 6/6 4/4
Barbara Jeremiah 12/12 4/4 6/6 4/4
Alpna Amar 10/10 – – –
Susan Brennan
1
4/4 1/1 2/2 1/1
Zoe Clements
2
12/12 3/4 6/6 4/4
Bindi Foyle
3
4/4 – – –
Graham Oldroyd⁴ 8/8 3/3 4/4 3/3
Rajiv Sharma 11/12 4/4 6/6 4/4
David Squires 12/12 – – –
Joe Vorih 10/12 4/4 6/6 4/4
Mary Waldner 12/12 4/4 6/6 4/4
Total number of meetings 12 4 6 4
1 Susan Brennan stepped down from the Board on 25 April 2025.
2 In advance of her appointment, Zoe Clements notified the Board she would be unable to attend one Audit Committee meeting due to prior commitments.
3 Bindi Foyle retired from Senior plc on 16 May 2025.
4 Graham Oldroyd joined the Board on 28 May 2025.
Board and Executive Committee gender and ethnicity metrics as at 31 December 2025
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (Group CEO,
Group FD, SID, Chair
Number in
ExecutiveCommittee
% of Executive
Committee
Gender representation
Men 5 56% 2 5 62%
Women 4 44% 2 3 38%
Not specified – – – – –
Ethnicity
White British or other White
(including minority-white groups) 7 78% 3 7 87%
Mixed/Multiple ethnic groups – – – – –
Asian/Asian British 2 22% 1 1 13%
Black/African/Caribbean/Black British – – – – –
Other ethnic group, including Arab – – – – –
Not specified – – – – –
BOARD DIVERSITYBOARD GENDER DIVERSITY BOARD INDEPENDENCE
Board diversity and structure
BOARD TENURE
Non-independent 2
Independent 6
Chair 1
0-3 years 4
4-5 years 2
6+ years 3
White British or
other White (including
minority-white groups)
78%
Asian/Asian/British 22%
Female 44%
Male 56%
Financials statements Additional information
78 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
Role of the Board
Throughout 2025, the Senior plc Board
provided effective and forward-looking
leadership during a pivotal period in
Company’s history. It played an important
role in shaping and approving the Group’s
Fluid Conveyance and Thermal
Management strategy (FCTM), ensuring its
alignment to core strengths of the Group
and long-term growth opportunities.
During the year, the Board maintained
close oversight of the Group’s financial
andoperational performance by reviewing
management reports. These reports
provided regular updates on the Group’s
end market conditions, investor
engagement initiatives, sustainability
andemployee matters as well as financial
results. This robust governance enabled
the Board to challenge the management in
a constructive manner, evaluate alternative
strategies and ensure that decisions
weremade in the best interests of all
stakeholders.
In 2025, the Board maintained robust
oversight of cyber security, regularly
reviewing incident reports and
vulnerability management updates.
Inaddition, the Board monitored
externalincidents affecting the Group’s
key partners and ensured no exposure of
Company systems. Strategic decisions
included extending the managed security
partnership with an external provider and
onboarding all operating businesses to the
cyber security risk management platform.
The Board ensures that the Company has
the necessary resources to achieve its
strategic objectives. During 2025, as part
of the Board Strategy, the Board reviewed
the Company’s human resources and
thetalent pipeline required to deliver the
FCTM strategy. In addition, it received
updates from the EVP HR on such matters
as policies and practices aimed at
employee development, recruitment
andretention. The Board regularly
monitored financial resource allocation,
with an in-depth review having taken place
during the Board Budget meeting.
To measure performance against
strategicobjectives, the Board receives
and reviews the Group KPI Scorecard,
covering such matters as safety and
ethics, growth and market opportunities,
operational excellence, supply chain
management, organisational capabilities
and financial performance. By reviewing
these KPIs at every scheduled Board
meeting, the Board was able to identify
areas requiring further improvement.
Company’s Purpose, Values and Strategy
The Board is responsible for setting the
Company’s Purpose. Our Purpose, which
is described on page 2, was refreshed
in2023, and the Board considers that
itisstill relevant to the Group’s FCTM
strategy. By focusing on high-value FCTM
technologies, Senior continues to support
its customers across aerospace and
defence, land vehicle and power & energy
markets in delivering products that enable
energy efficiency and emissions
reduction.
Strategic oversight
During the 2025 Board Strategy
meeting,the Board reviewed the
Group’stechnology priorities, focusing
onlow-carbon propulsion, energy
storage,advanced manufacturing
processes, artificial intelligence and
digitalautomation. Notable innovations
and keycustomer programmes were
alsodiscussed, along with ongoing
collaborations with industry partners and
academic institutions. This allowed the
Board to receive assurance that Senior
remained at the forefront of technological
advancement and continued to meet the
evolving market needs. The strategy to
become a Fluid Conveyance and Thermal
Management business was also reviewed
in detail. The Board discussed key actions
required to achieve this, such as focusing
on engineered products and tapping into
trends such as increased aircraft demand
and vehicle electrification. Ambitious
financial targets and investment in
sustainability were highlighted as central
to this vision. The Board discussed people
and organisation initiatives, including
increased training investment, talent
development, succession planning and
the adoption of digital HR platforms,
aimed at fostering an innovative workforce
aligned with Senior’s sustainable
engineering mission.
The Board also considered Senior’s
operational excellence hub, including
achievements in process improvement
and capacity gains. Strategic discussions
give the Board a clear view of the possible
outcomes from Senior’s future strategic
direction. Theyhelp the Board assess
andchallenge, among other things, how
the Group responds to changes in the
markets, invests in its people, manages
risks and stays competitive.
Further details on our business model
canbe found on pages 12 and 13.
Governance activities in 2025
In 2025, the Board made a number of
strategic decisions to advance Senior’s
long-term strategic objectives. Examples
of some of these key decisions and their
outcomes are described below.
In 2025, the Board approved new
medium-term financial targets, supporting
Senior’s strategic move to FCTM business
following the planned divestment of
Aerostructures. The new targets reflect
the Group’s focus on higher margins and
returns on capital, resilient end markets,
and robust cash generation. The Board
willoversee the delivery of performance
against targets and report progress
in2026.
During the year, the Board supported
therecommendation by the Board of
Trustees of the Senior plc Pension Plan
(the Plan), for which Senior plc acts as the
sponsoring employer, to proceed with an
insurance buy-in contract. The Plan is a
defined benefit pension plan that is closed
to future accruals. The decision followed
athorough review of market conditions,
surplus levels within the scheme and the
long-term risks associated with the Plan.
The transaction is expected to significantly
reduce the Plan’s exposure to investment
and longevity risks.
Further details of key Board decisions
taken during the year, as well as a
comprehensive description of how the
Board applied its s.172 duties, can be
found on page 82.
BOARD LEADERSHIP AND
COMPANY PURPOSE
Financials statements Additional information
79 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Culture oversight
Our governance framework supports
andpromotes a culture of integrity,
trustand accountability. Directors must
avoid conflicts of interest; they should
demonstrate zero tolerance for fraud,
bribery and corruption. Directors are
expected to promote a culture of open
communication, where employees
canraise their concerns without a fear
ofretaliation.
Our Code of Conduct communicates the
standards of behaviour and core Values to
all employees, this is further reinforced by
comprehensive Group-wide policies and
procedures. The Board employs both
qualitative and quantitative methods to
monitor the Company’s culture and to
ensure it remains aligned with its Purpose,
Values and strategy. In 2025, two of the
Board meetings were held at our
operating businesses, and this allowed
the non-executive Directors to speak
directly with employees, observe working
practices and safety behaviours. Some
non-executive Directors are also involved
in mentoring employees from different
Group sites and functions, and this
engagement provides additional visibility
over how culture works on the ground.
Throughout the year, Mary Waldner, the
designated non-executive Director for
employee engagement, conducted
numerous focus groups, leadership
conversations and site visits across the
UK, France and the USA. Supported by
Silvia Schwark, Mary led a dedicated
session at one of our Board meetings to
brief the Board on the insights gathered
from their extensive discussions with
employees across multiple sites. In
addition, the Board reviewed the results of
the 2025 Global Employee Engagement
survey and agreed on specific areas for
improvements for 2026. Quantitative
oversight over culture includes regular
reviews of health and safety statistics,
training completion rates and diversity
metrics throughout the Group, review of
the whistleblowing cases and internal
audit highlights.
Information on workforce policies
andpractices related to training and
development, performance management
and employee wellbeing can be found on
pages 51 to 53.
The Board has a responsibility to assess
and monitor culture and to ensure that it
supports Senior’s Purpose, Values and
strategy. As part of this oversight, Ian King
held discussions with Silvia Schwark to
hear her observations of the culture
environment across Senior’s operating
businesses.
Q
How would you assess
Senior’s culture, and to what
extent do you believe we are
living up to it in practice?
Senior’s culture is grounded in a strong
purpose to engineer a sustainable future
for all stakeholders, underpinned by our
core Values. They are embedded in our
governance, performance management
and employee engagement programme,
and are reflected in tangible outcomes –
notably a strong engagement index,
safety performance and open channels for
employee communication and feedback.
We are encouraged by the progress made
in embedding our culture across global
operations and remain focused on
continuous improvement and
strengthening.
Q
Culture needs constant care
and attention to maintain
resonance – what are the key
things you focus on to keep
Senior’s culture strong?
Through our sustained leadership
enablement focus, active employee
engagement and clear, consistent
communication at Senior, we continue
tonurture a strong and resilient culture.
Group-wide leadership and capability
development programmes reinforce
shared values and expectations, while
regular engagement surveys and open
feedback channels ensure employee
voice remains central. By embedding
cultural principles into everyday processes
and maintaining a strong focus on safety,
inclusion and accountability, the Group
seeks to ensure its culture remains aligned
with strategy and supports long-term
sustainable performance.
Ian King (Chair) and Silvia Schwark
(Executive Vice President HR)
Fostering a
purpose-driven
culture
Q&A
BOARD LEADERSHIP AND COMPANY PURPOSE continued
Financials statements Additional information
80 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
Stakeholder engagement
Throughout the year, the Company’s
management and the Board continued
effective engagement with its
stakeholders. Regular engagement
initiatives with Senior’s stakeholders
provide the Directors with valuable insights
into their expectations and concerns.
These insights help the Directors better
understand the likely impact of certain
decisions or strategic options on various
stakeholders. The Board considers various
factors when assessing the effectiveness
of its engagement mechanisms with the
Group’s stakeholders. Participation rates
inemployee engagement activities,
employee satisfaction rates and nature
offeedback received from shareholders,
nature and frequency of whistle-blowing
reports are some examples that the
Boarduses to measure the effectiveness.
TheBoard remained confident in the
effectiveness of the Group’s engagement
mechanisms and will continue its
commitment to sustaining and adapting,
where necessary, its approach.
A summary of the engagement activities
and the explanation of how stakeholder
insights informed Board discussions
anddecision-making, can be found in
theStakeholder Engagement section
onpages 24 and 29. The Chair provided
regular updates to the Board on his
engagement with investors throughout
the year, highlighting key themes raised
byshareholders. As a result, the Board
hasa clear understanding of the
shareholders’ view and can consider
themin future decisions.
Whistle-blowing arrangements
The Group’s process for Whistle-blowing
arrangements is detailed on page 55 and
can also be found on our website.
Throughout the year, the Group Company
Secretary regularly reported on all
whistle-blowing cases to the Board of
Directors as part of the standing agenda
item at each scheduled Board meeting.
The EVP HR reviewed and summarised
the total number of cases, analysing
themfor any emerging patterns or trends,
and included these insights in every
GroupChief Executive Officer’s report
tothe Board. The Director of Risk and
Assurance provided whistle-blowing
caseinformation in her report to the
AuditCommittee.
Section 172 (1) statement
The Board uses various steps to integrate
the requirements of Section 172 into its
decision-making process.
Board training: all Board Directors
receive training on their legal duties,
including those under Section 172.
Terms of reference: Section 172
considerations are integrated into the
schedule of Matters Reserved for the
Board and the Terms of Reference of all
Board Committees.
Board meeting papers: all Board meeting
packs start with a cover letter explicitly
stating Directors’ obligations under
Section 172.
s.172 duties Board Activities in the Year
Long-term consequences of
decisions
– approved divestment of Aerostructures to focus on
FCTMstrategy;
– set new medium-term financial targets and
monitoreddelivery;
– approved insurance buy-in for pension plan
riskreduction; and
– reviewed and challenged business model and strategy.
Interests of employees – reviewed the Global Employee Engagement Survey
andagreed actions;
– designated NED-led workforce engagement
(focusgroups, site visits);
– received regular HR updates on talent, succession
andwellbeing; and
– monitored health & safety, diversity and whistle-
blowingtrends.
Fostering relationships with
suppliers, customers, others
– hosted an Investor Event and stakeholder site visits; and
– supported cross-functional stakeholder
engagementinitiatives.
Impact on community and
environment
– reviewed environmental performance metrics; and
– monitored progress against Net Zero targets.
Fairness between members
(shareholders)
– approved the £40m share buybackprogramme
1
;
– engaged with shareholders at the AGM
andtargetedmeetings;
– balanced capital returns with investment
anddividendpolicy; and
– disclosed rationale for major decisions
affectingshareholders.
High standards of business
conduct
– maintained full compliance with the 2024 UK Corporate
Governance Code;
– regularly reviewed Conflicts of Interest Register;
– oversaw whistle-blowing arrangements and case
trends;
– oversaw the external audit tender process; and
– reviewed internal controls, risk management and
complianceupdates.
1 In light of the possible offer for the Company, announced on 27 February 2026, Senior will not currently be commencing the
£40m share buyback programme.
Financials statements Additional information
81 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Key decision Stakeholder considerations
Company reputation and high
standards of business conduct
Likely long-term consequences
of the decision Outcome
Divestment of the
Aerostructures
businesses
In 2025, the Board
made a strategic
decision to enter the
binding agreement
to sell the
Aerostructures
businesses to
Sullivan Street
Partners.
Employees – employees moving to the
new owner may benefit from focused
investment but face transition
uncertainty. Remaining employees
maygain strategic focus and
investment, though short-term
disruption is possible.
Suppliers – the suppliers to the
Aerostructures businesses may
seenew opportunities and some
uncertainties during the transition.
Suppliers to the rest of the Group
maybenefit from improved focus
andresilience.
Customers – the Aerostructures
customers may benefit from
dedicatedinvestment, but face
transition uncertainty. Other Group
customers may benefit from
reinvestment and financial strength,
though separation process may
temporarily increase workload.
Shareholders – the divestment offered
an opportunity to strengthen operating
margins, streamline Senior’s business
model, enable debt reduction,
reinvestment and share buyback,
improving financial resilience.
The divestment
process was
carriedout in a
manner that ensured
transparency, strong
governance and
oversight by the
Board, withdue
diligence on the
purchaser and
assurance that all
contractual,
regulatory and ethical
obligations would be
upheld. Throughout
the process, the
Company maintained
open and clear
communication
withstakeholders,
fairtreatment of
transferring
employees and
ensuring robust
governance over
thetransition and
post-completion
integration.
Overall, the decision
is expected to
positionSenior
asadifferentiated
business focused
onits core strengths
– Fluid Conveyance
and Thermal
Management.
Inthelonger term,
thissharper focus
isexpected to
increase the
Group’scompetitive
advantage and
enhance its
technological
differentiation. Froma
financial perspective,
the divestment is
expected to improve
the Group’s long-term
resilience and overall
performance.
Throughout the
divestment process,
the Board ensured
that any potential
negative impacts
arising during the
short-term transition
period were mitigated
by the management.
In2026, the Board
will maintain its
oversight to ensure
that the longer-term
opportunities offered
by the FCTM
business are
fully realised.
Share buyback
programme
In 2025, the
Boardapproved
a£40 million
sharebuyback
programme, to
befunded by
thesale of its
Aerostructures
businesses. In light
of the possible offer
for the Company,
announced on
27February 2026,
Senior will not
currently be
commencing the
£40m share
buyback
programme.
A key part of the Board’s decision-
making process was a detailed financial
analysis, which provided assurance that
the Company had substantial financial
resources and appropriate distributable
reserves to fund the programme.
TheBoard reviewed the potential
implications for employees and
concluded that the share buyback
would be perceived byemployees
asasign of the Company’s financial
strength and long-term stability.
Customer and supplier relationships
were alsoconsidered, with the Board
remaining satisfied that the programme
would not compromise the Company’s
contractual commitments with these
stakeholders, orreduce other resources
allocated to capital expenditure
requests. Shareholder interests were
also carefully balanced in the context
ofenhanced earnings per share,
available financialresources for future
potential M&Aactivities and the
Company’s ability tomaintain
dividendpayments.
The Board
consideredhow
theprogramme
wouldbe perceived
by the market,
regulators and other
stakeholders and
concluded that it
would reinforce
theCompany’s
credibility and
demonstrate
disciplined capital
management.
The Board
consideredthe
long-term
consequences of
theshare buyback
programme, which
was expected to
reduce the number of
shares in circulation,
supporting earnings
per share and,
potentially, the
shareprice. It was
concluded that
theprogramme
represented an
efficient allocation
ofsurplus capital
while preserving
resources for future
strategic initiatives.
As the programme
has not been
completed at the
timeof the report,
itisnot possible
atthis stage to
assessits outcome.
TheBoard,
however,ensured
that the programme
was clearly
communicated,
structured
appropriately
andexecuted
responsibly
inaccordance
withthe
Company’s
governance
framework.
Key Board decisions in 2025
BOARD LEADERSHIP AND COMPANY PURPOSE continued
Financials statements Additional information
82 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
SENIOR INNOVATION CENTRE
DELIVERINGGROWTHANDSHAREDVALUE
In our 2024 Annual Report, we explained
the Board’s decision to approve
relocation of Senior Flexonics Crumlin
design centre to a new facility nearby In
Oakdale, SouthWales to support growth
and bettershowcase its design
capabilities. When making this decision,
the Board gave careful consideration to
the matters set out in Section 172 (1)(a)
to (f) of the Companies Act 2006 –
including the long-term consequences
ofthe decision, the interests of our
employees, relationships with suppliers
and customers, and the effect on the
community and the environment.
The new, state-of-the-art Senior
Innovation Centre (Innovation Centre),
which opened on 16 October 2025, was
funded by investment from Senior plc,
aswell as funding from the Welsh
Government via its Economy Futures
Fund and financial support from
CaerphillyCouncil to facilitate change
ofuse of thesite.
Its focus is on the design, development,
testing and manufacturing of fluid
conveyance and thermal management
products for use in conventional internal
combustion engine, hybrid and
electrified powertrain applications as
well as for adjacent markets such as
commercial aerospace, rail, stationary
power and hydrogen power.
The completion of the Innovation Centre
has made a positive difference across
the Group and our stakeholders:
Local community and the
environment – thelaunch of the
Innovation Centre demonstrates
commitment to building thehigh-skilled
workforce that the local area needs for
the future, creating opportunities for
local people to develop cutting-edge
skills and supporting transition to a
NetZero economy.
The Innovation Centre runs exclusively
onelectricity from a Net Zero tariff.
Thisenables the Innovation Centre to
develop and produce parts with a zero-
carbon impact. Significant upgrades were
made during the refurbishment process,
including the installation of energy-
efficient cladding, roofing and windows,
as well as a modern heating and
ventilation system designed to reduce
electricity consumption. Thesefeatures
collectively minimise thebuilding’s
environmental footprint.
Our employees – the Innovation Centre is
expected to create 11 new jobs, which, in
addition to the transfer of employees from
the existing operating business, will result
in a total of 50 highly-skilled jobs at the
new site.
Engagement with the operating
business’s employees played an
important role throughout the relocation
process. The initial phase involved
gathering employees’ feedback through
the Global Employee Opinion Survey, the
results of which highlighted the need for a
new site as a key priority forboth
employee wellbeing and the ability to
effectively showcase the operating
business’s capabilities to visiting
customers. Building on this input, a
cross-functional team was established
that worked with the architect to ensure
the design of the new building reflected
the practical requirements and the
aspirations of employees.
Our customers – the Innovation Centre
hasbrought together cutting-edge
manufacturing and design capabilities
under one roof. It is designed to meet
theshift in customer demands, helping
them transition to low-carbon and clean
energy solutions. Product development
undertaken at the Centre has increased
collaboration amongst our operating
businesses, which means we are
betterplaced to address the needs
ofourglobal customers.
Our shareholders and long-term
consequences of the decision – the
Innovation Centre will support the
products and technologies of today,
whilealso innovating for the markets of
tomorrow. This ensures that positive
outcomes extend well beyond the short
term – helping us adapt to evolving
customer needs and working side-by-
side with our customers to develop
products fitfor future. The investment
inthe new facility is fully aligned with
ourFCTM strategic direction and
strengthens our focus on IP-rich and
high-value products, contributing to
long-term value creation for
shareholders and other stakeholders.
Together, these outcomes show that
theBoard’s decision, made with full
consideration of our Section 172 duties,
has the potential to create lasting value
forour stakeholders and support
futuregrowth.
Financials statements Additional information
83 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
DIVISION OF RESPONSIBILITIES
Role Director Key responsibilities
Company Chair and
Chair of the Nominations
Committee
Ian King a) Leadership of the Board, setting the Board’s agenda, the style and tone of Board discussions
and ensuring that adequate time is available for discussion of all agenda items, in particular
strategic issues;
(b) supporting the Group Chief Executive Officer in the development of strategy and, more
broadly, to offer guidance to the Group Chief Executive Officer;
(c) promoting a culture of openness and debate by facilitating the effective contribution of
non-executive Directors, and ensuring constructive relations between non-executive
Directors and executive management;
(d) ensuring that the Directors receive relevant, reliable, timely and clear information;
(e) ensuring, in conjunction with the Group Chief Executive Officer, effective communication
with shareholders; and
(f) ensuring that the performance of the Board, its main Committees and individual Directors
are formally evaluated on an annual basis.
Group Chief
Executive Officer
David Squires Leadership of the Company, managing the Group’s business, developing and implementing
the strategy and policies approved by the Board.
Group Chief
Financial Officer
Alpna Amar To manage the Group’s financial affairs and to contribute to the management of the Group’s
business, and the implementation of the strategy and policies approved by the Board.
Senior Independent
non-executive Director, Chair
of the Remuneration Committee
Barbara
Jeremiah
To support the Chair and to act as an intermediary for other non-executive Directors, if
necessary.
To chair the Remuneration Committee.
Independent non-executive
Director, Chair of the Audit
Committee and Director
designated to engage with
the Group’s employees
Mary
Waldner
To challenge the executive Directors and monitor the delivery of the strategy within the risk
andcontrol framework set by the Board.
To chair the Audit Committee and focus its agenda on its key matters: quality of financial
reporting and controls, financial accounting, corporate reporting and effective internal controls.
Mary is also a Director designated to engage with the Group’s employees.
Independent
Non-Executive
Directors
Graham Oldroyd,
Rajiv Sharma,
Joe Vorih and
Zoe Clements
To challenge the executive Directors and monitor the delivery of the strategy within the risk
andcontrol framework set by the Board.
Group Company
Secretary
Andrew
Bodenham
To provide advice to the Directors on all corporate governance matters and ensure the
Company complies with legal and regulatory matters and good practice. Andrew acts as
Secretary to the Senior plc Board and its Committees.
Senior’s Board is led by Ian King, the
non-executive Chair, who was
independent upon appointment as Chair
of the Company in 2018. Throughout the
year, the Chair provided strong leadership
to the Board, setting direction for Board
discussions and maintaining clear
focusonthe Group’s strategic priorities.
DuringBoard meetings, the Chair
promoted a culture of openness and
constructive debate by actively inviting
allDirectors to share their views and
challenge assumptions. Outside formal
meetings, the Chair promoted openness
by holding informal discussions, visits to
the Group’s operating businesses and
private sessions with non-executive
Directors, all of which provided alternative
channels to share insights.
The Chair maintained strong and
constructive working relationships
withboth executive and non-executive
Directors through regular engagement
outside formal Board meetings.
WithAlpna Amar and Graham Oldroyd
joining the Board in 2025, the Chair
heldseveral one-to-one discussions
withbothDirectors to establish open
communication from the outset; during
the Board meetings the Chair ensured that
both Alpna and Graham felt comfortable
incontributing to Board discussions.
Toenable the members of the Board
andits Committees to discharge their
duties effectively, the Chair ensures
thatrelevant and reliable information is
provided to all Directors in a timely manner
in advance of meetings.
As at 31 December 2025, the Board
comprises the Chair, six independent
non-executive Directors and two
executive Directors. The Directors
areconfident that an effective Board
isinplace, with a clear division of
responsibilities between the running of
the Board and the running of the Group’s
operating businesses, as explained in the
table opposite. This governance structure
ensured independent judgement in
Board’s decision-making.
The Board regularly reviews time
commitments of its non-executive
Directors to ensure they can dedicate
sufficient time to the fulfilment of their
roles with the Company.
Board roles and responsibilities
Financials statements Additional information
84 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
As part of the appointment process for
Graham Oldroyd, the Board assessed
hisexternal roles and remained satisfied
that Graham’s existing commitments
would allow him to contribute actively and
effectively to Senior’s Board. Throughout
the year, the Board reviewed the Conflicts
of Interest Register, which provided
anoverview of Directors’ current
directorships and other commitments, on
several occasions. The Board undertakes
its annual performance review which,
among other matters, considers the
performance of Board Directors, including
their participation in and contribution to
Board meetings.
During the year, the Board ensured that
any external appointments taken by the
executive Directors were considered
andapproved by the Board. Prior to
DavidSquires taking up the role of a
non-executive director of Mpac Group plc,
the Board reviewed such factors as time
commitment that David Squires would be
expected to dedicate to the new role and
how it would affect his ability to discharge
his role at Senior. Potential conflicts of
interest were also considered.
Board of Directors
Audit
Committee
Nominations
Committee
Executive Leadership Team
Responsibility over:
the Group’s HSE strategy
andobjectives; and
performance against
HSEobjectives
Responsibility over:
the development and
implementation of strategy,
operational plans, policies,
procedures and budgets;
the monitoring of operating
and financial performance;
the assessment and control
of risk;
the prioritisation and allocation
of resources; and
the monitoring of competitive
forces in each area
ofoperations.
HSE Committee
Committee Chairs
report to the Board on activities after each meeting
Group Chief Executive Officer
reports on the activities of the Executive Leadership Team and the
HSE Committee
to the Board after each meeting
Remuneration
Committee
Our governance structure
Following this assessment, the Board
remained satisfied that David would
continue to have sufficient time and
capacity to meet his responsibilities
withSenior; it was further acknowledged
that David’s experience of working with
other companies added value to his
contribution to Senior.
The Group Company Secretary supports
the Board to ensure that it has in place
appropriate policies, processes, time and
resources to enable it to operate efficiently
and effectively. Matters reserved for
theBoard and the terms of reference
forBoard committees clearly define
responsibilities and form an effective
framework for oversight. Directors were
provided with timely, relevant and
accurate information in advance of
meetings and had access to specialist
advice or external expertise. In addition,
Directors visited the Group’s operating
businesses, which allowed them to gain
better technical understanding of the
business environment. There is a
procedure by which all Directors can
obtain independent professional advice
atthe Company’s expense in furtherance
of their duties, if required, and they have
been made aware of this.
Barbara Jeremiah was appointed the
Senior Independent non-executive
Director following the conclusion
oftheCompany’s 2023 AGM.
In2025,Barbara met privately with
non-executive Directors to review the
Chair’s performance and discuss any
issues requiring attention. The feedback
from these discussions was shared with
the Chair.
Financials statements Additional information
85 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Dear Shareholder,
On behalf of the Board, I am
pleasedtopresent the Nominations
CommitteeReport for the year ended
31 December 2025.
Appointments to the Board
During the year, the Committee
maintained a strong focus on Board
composition and effectiveness as well
asexecutive and senior management
succession planning. On 6 November
2024, we announced the appointment
ofAlpna Amar, who joined the Board on
1 April 2025 and became the Group CFO
on 16 May 2025. The effective transition
of the Group CFO was a key activity for
the Committee during the year.
As set out in last year’s Annual Report,
having completed her third three-year
term as a non-executive Director, Susan
Brennan stepped down from the Board
on25 April 2025. The Committee regularly
reviews the composition of the Board
andits Committees with respect to
therequisite skills, knowledge and
experience. Following a review, the
Committee considered its requirements
for an additional non-executive director.
The Committee went through a shortlist
of potential candidates, before selecting
the preferred candidate to meet with other
members ofthe Board. The search for a
new non-executive Director, resulted in
the appointment of Graham Oldroyd on
28 May 2025. Graham Oldroyd is a
member of the Audit, Nominations
andRemuneration Committees.
Induction process
An internal induction programme on the
Group’s operations and its strategic and
business plans is provided for newly
appointed directors. Directors are
invitedto meet key members of the
widermanagement team at the earliest
opportunity, and site visits are arranged
tofacilitate their understanding of the
Group. As part of Graham’s induction
programme, he visited a number ofthe
Group’s operating businesses. Graham
also attended the November Board
meeting, at which the Board undertook
itsannual review of strategy and five-year
plan. Graham’s induction programme will
continue in 2026.
In addition, the induction process for
JoeVorih and Zoe Clements continued
throughout 2025.
THE COMMITTEE MAINTAINED
A STRONG FOCUS ON BOARD
COMPOSITION AND
SUCCESSION PLANNING.
Ian King
Chair of the Nominations Committee
COMMITTEE MEMBERSHIP
The Committee met six times during the year under review. Details of meeting
attendance can be found on page 78.
Member Appointment date
Ian King (Committee Chair) 13 November 2017
Susan Brennan
1
1 January 2016
Zoe Clements 1 September 2024
Barbara Jeremiah 1 January 2022
Graham Oldroyd 28 May 2025
Rajiv Sharma 1 January 2019
Joe Vorih 1 January 2024
Mary Waldner 1 December 2021
1 Susan Brennan stepped down from the Board following the conclusion of the 2025 AGM.
The Group Company Secretary acts as Secretary to the Committee. Senior members
of management and advisers are invited to attend meetings, as appropriate. Two
members constitute a quorum for the Nominations Committee. The Committee
Chair attends the Company’s AGM and is available to address any questions from
shareholders regarding the matters within the Committee’s responsibilities.
KEY HIGHLIGHTS
Oversaw the transition to a new Chief Financial Officer (“CFO”) andnew
non-executive Director
Strengthened the leadership pipeline
Conducted an internal board effectiveness review
Supported ongoing development of governance practices
COMPOSITION, SUCCESSION AND EVALUATION
NOMINATIONS COMMITTEE REPORT
Building a resilient and
future-ready Board
Financials statements Additional information
86 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
Appointments to the Board and its
Committees
The Company’s Nominations
Committeeis responsible for reviewing
the structure, size and composition of
theBoard – including skills, knowledge,
experience and diversity – and
recommending any changes it considers
appropriate to the Board. The Committee
ensures that plans are in place for orderly
succession to both the Board and senior
management positions; it also oversees
the development of a diverse pipeline for
succession, considering future business
needs, skills and expertise required.
TheCommittee keeps under review the
leadership needs of the organisation (both
executive and non-executive) to ensure
the Company remains capable of
competing effectively.
The Company applies a rigorous,
formaland transparent approach to its
Board appointments, guided by the
principles ofthe Board Diversity and
Inclusion Policy,while retaining flexibility
to consider thespecific needs and context
ofeach appointment. New appointments
are made on merit, taking account of
thespecific skills and experience,
independence and knowledge needed
toensure a rounded Board, with diverse
and inclusive Board and Committee
composition.
In 2025, the Board assessed its
composition in the context of the
Company’s focused Fluid Conveyance and
Thermal Management strategic direction
and determined that its composition could
be strengthened in certain skills. Drawing
on the pool of candidates considered for a
prior non-executive Director recruitment
process facilitated by Sam Allen
Associates Ltd, the Committee identified
Graham Oldroyd as a candidate whose
background and expertise would add
valuable contributions to the Board.
Graham has a strong engineering
background complemented by public
company and broad private equity
experience, particularly in industrial and
manufacturing sectors. He has a track
record in international mid-market
industrial businesses and creating
long-term shareholder value. InMay 2025,
Graham Oldroyd was appointed to the
Board as a non-executive Director.
Sam Allen Associates is a member of the
Standard Voluntary Code of Conduct for
Executive Search Firms. The firm has
noconnection to the Company or any
individual Directors.
Succession planning
The Committee maintained emphasis
onthe executive leadership, welcoming
SilviaSchwark as the new EVP HR
on3 March 2025. Succession planning
remained acentral focus for the
Committee throughout the year.
Drawingon a comprehensive review
ledby Silvia Schwark, the Committee
enhanced its review process by adopting
amore holistic, cross-Group perspective,
with a particular focus on engineering
talent and general management capability.
Board and senior management diversity
The Committee assessed the Group’s
progress against senior management
diversity targets, supporting and
constructively challenging the
management on the initiatives in place
topromote and strengthen diversity
across the Group. At the time of writing
this report, the Board had 44% female
representation and two ethnically diverse
directors. We confirm that the Company
has met the targets stipulated in the
UKListing Rule 6.6.6R (9) as at
31 December 2025.
An internally facilitated Board
performance review was undertaken
during the year, which confirmed effective
Board composition, appropriate skills
balance and highlighted clear areas
forcontinued improvement. Further
information can be found on page 91.
Priority areas for 2026
As we move into 2026, the Committee
will continue to review the composition of
the Board and its Committees and assess
emerging skill needs, ensuring that the
Board remains effective and able to adapt
to change. The Committee will continue to
maintain focus on Group-wide succession
planning and support the executive
leadership team in developing internal
talent as well as continuing to monitor
diversity within senior management. An
externally facilitated Board performance
review will be undertaken in 2026.
This report was reviewed and approved by
the Nominations Committee and signed
on its behalf by:
Ian King
Chair of the Nominations Committee
27 February 2026
Succession planning
Over the past three years, the Group has
continued to strengthen its approach to
leadership development and succession,
ensuring a robust pipeline of purposeful,
capable leaders across the Group. In
addition to succession successes at Board
and Executive levels, the Group continued
to advance talent and succession planning
throughout all levels of the organisation.
This was supported by the introduction of
functional overviews, which clarify critical
roles, competencies and career pathways
across the Group.
At Board and executive levels, succession
planning has been successful in delivering
smooth transitions, with a non-executive
Director, the Group CFO and EVP HR as
new appointees fully supported through
structured onboarding programmes
tointegrate effectively and maintain
strategic continuity.
Complementing formal succession
frameworks, Senior has implemented a
mentoring programme connecting the
Board and executive leadership with
emerging engineering talent, providing
guidance, exposure, and development
opportunities to the next generation of
technical leaders.
The Owning My Impact leadership
programme further strengthens senior
leaders by equipping them to collaborate
effectively, influence across the Group
and build enduring internal networks
thatsupport strategic delivery. In addition,
the2025 senior leadership event provided
a forum to reinforce Senior’s Purpose,
foster collaboration, encourage forward-
looking thinking, and test emerging
leaders through structured challenges
andparticipation opportunities.
Collectively, these initiatives create a
cohesive and integrated leadership
ecosystem, designed to embed the
Group’s Values, cultivate high-performing,
accountable leaders and expose talented
individuals to progressively complex
responsibilities.
By combining formal succession planning,
mentoring, network-building, and
immersive development experiences,
Senior executives ensure that leadership
capability is not only preserved at the top
but actively nurtured throughout the
organisation, reinforcing a culture of
collaboration, purpose and long-term
sustainable performance.
Financials statements Additional information
87 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
The Committee remained satisfied
withthe evolution and progression
ofthesuccession planning process
andwas supportive of the initiatives to
prepare talented employees for future
leadership roles.
Skills, experience and knowledge of the
Board and its Committees
The Directors believe that the Board and
its Committees have the appropriate
combination of skills, experience and
knowledge to enable them to perform
their duties effectively.
We recognise the importance of providing
regular training to the Board Directors –
this ensures they are well-equipped with
the skills and competencies to fulfil their
role effectively as the business and
operating landscapes evolve. Throughout
2025, the Board received statutory and
regulatory updates at most scheduled
Board meeting. In addition, all Board
Directors completed the 2025 Global
Code of Conduct training.
A range of skills, experiences and knowledge that Directors collectively possess
Skill area
Skills mapped
to strategic
priorities Description/relevance
Corporate Governance
&Fiduciary Oversight
1, 2, 4, 7 Knowledge of UK Corporate Governance Code,
theUKListing Rules, Companies Act 2006
Executive Leadership in
Industrial and
Manufacturing
2, 3, 5, 6 Proven experience as a CEO or equivalent
executiveleaderwithin industrial, engineering
ormanufacturing sectors.
Finance, Audit &
RiskManagement
2, 4, 5 Understanding financial statements, audit,
capitalstructure and M&A
International Business 1, 2, 6 Experience of operating in and understanding
overseasmarkets and regulations
HR, Culture &
Remuneration
1, 5, 7 Executive remuneration, performance,
managementandworkforce engagement
Strategic Planning 1, 2, 3, 4, 5 Ability to contribute to long-term strategic direction
andbusiness model transformation
Technology & Innovation 2, 3, 5 Understanding of how R&D and Senior’s technology
alignwith customer needs in aerospace and
energy-transition markets.
Capital Deployment 2, 4, 5 Experience in evaluating, negotiating and integrating
acquisitions or divestitures.
ESG & Sustainability 1, 2, 3, 7 Reflects Senior’s commitment to achieve Net Zero
by2040, innovation in hard-to-decarbonise sectors
Strategic priorities
1 Autonomous and collaborative business model
2 Focus on growth
3 Highly-engineered products and IP generation
4 Considered and effective capital deployment
5 High performance operating model
6 Cost competitive country strategy
7 Talent and development
Competent/working knowledge
Deep expertise
COMPOSITION, SUCCESSION AND EVALUATION continued
NOMINATIONS COMMITTEE REPORT continued
Financials statements Additional information
88 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
Board diversity and inclusion
The Board Diversity and Inclusion
Policyprovides a framework for the
Nominations Committee and the Board
when evaluating the composition of
theBoard and its Committees and
recommending appointments of new
Directors. The Policy is aligned with
theCompany’s strategic objectives,
recognising that a diverse Board
enhancesthe quality of strategic
discussions and decision-making
byincorporating a broad range of
perspectives and experiences.
Thisdiversity enables the Company to
maintain its agility, adapt to change more
quickly, take advantage of emerging
opportunities and find innovative
approaches to address any challenges.
The objectives of the Policy in force for the
year ended 31 December 2025 include:
Ethnic diversity
≥ 2 minority ethnic directors
Code-compliant firms
Executive search firms
2
Widen pool
Candidates from diverse backgrounds
Gender diversity
≥ 40% women onBoard
1
1 including at least one female director in a senior Board
position (Chair, CEO, Senior Independent Director or
ChiefFinancial Officer);
2 executive recruitment firms that have signed up to the
Voluntary Code of Conduct for Executive Search Firms
As at 31 December 2025, the Board has
met all of the objectives set by the Policy.
In addition, we confirm that the Company
has met the targets stipulated in the UK
Listing Rule 6.6.6R (9) as at 31 December
2025. The numerical data on the ethnic
background and the gender identity of the
individuals on the Board of the Company
and in its Executive Leadership Team as at
31 December 2025 is set out on page 51.
There have been no changes to the Board
since 31 December 2025. Data used for
the purpose of making the disclosures
was collected through the Company’s
diversity monitoring forms completed
bythe individuals on the Board of the
Company and in its Executive Leadership
Team. The information on the gender
balance of those in senior management
and their direct reports can be found on
page 51.
Annual election and re-election of Directors
The Nominations Committee and the
Board consider all non-executive
Directors to be fully independent and free
from any conflicts of interests, which are
disclosed and reviewed regularly. Details
of the Directors’ external statutory
appointments can be found in their
biographies on pages 74 to 76. The Board
believes that the Directors’ experience of
working with other companies adds value
to their contribution to the Company’s
Board and Committee meetings.
Membership of the Board and its
Committees is kept under regular review
and refreshed when appropriate, taking
into account the Directors’ lengths of
service and their ability to devote
sufficient time to Company matters.
In 2025, all Directors contributed
positively to the running of the Company,
and the Board confirms that they will all
continue to support the Company’s
long-term success.
In compliance with the Corporate
Governance Code, all Directors, with the
exception of Graham Oldroyd, will offer
themselves for re-election at the 2026
AGM. Graham Oldroyd, who was
appointed to the Board in May 2025, will
stand for election at the AGM to be held
inMay 2026. The resolutions to be put to
shareholders at the 2026 AGM can be
found in the Notice of Annual General
Meeting, which is available on the
Company’s website.
Board induction and development
All Directors receive induction upon
joining the Board and are encouraged
toupdate their knowledge and skills
onafrequent basis. The induction
processtypically includes the following
key elements:
introduction to the Company’s
business;
governance structure;
legal compliance and Group policies;
information on Group strategy;
financial information;
meetings with the Chair and non-
executive Directors;
meetings with the executive Directors
and members of the Executive
Leadership Team; and
site visits.
THE PARKER REVIEW – PROGRESS OVERVIEW
Achieved
Target
UK Management 15%
19%
9.5%
Global Management 30%
Financials statements Additional information
89 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Financials statements Additional information
90 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
Q
How did you find the
induction process and your
early interactions with the
Board? How effective was
the induction process at
connecting you to the right
people, operating sites
andinformation?
Zoe Clements – The induction was
comprehensive and engaging. I met
keyexecutives at Senior’s corporate
officeand visited key sites, which gave
mea clear understanding of the Group
andits operations. Early interactions
withthe Board were open and
constructive, withconsistent
communication of the Company’s
objectives and values throughout.
Joe Vorih – Joining Senior was a positive
experience. The induction was well-
structured, covering business topics and
challenges facing the Group. Despite
Senior’s global footprint making site visits
logistically complex, I managed to visit
most core locations during the first year.
Iwas impressed by the leadership,
thoughtful business presentations and the
hands-on exposure to Senior’s products
and its production teams.
Q
How easy or challenging
hasit been for you to
contribute fully to the
Board’sdiscussions?
Zoe Clements –The Board, led by the
experienced Chair, supported my
integration into the Board discussions.
Senior’s boardroom environment
isopenand welcoming to fresh
perspectives and challenging questions
from new non-executive Directors.
Thissupportive approach enabled me
tocontribute fullyand confidently as
Ibuiltmy understanding of Senior’s
business over time.
Joe Vorih – With my background in
automotive, aerospace and lean
manufacturing, and as an American
executive leading another UK FTSE 250
business, I hoped to come up to speed
quickly during an exciting period for
Senior. A warm, talented and welcoming
executive and non-executive team
madethe transition far smoother than
Iexpected.
Supportive, engaging inductions
Q&A
We invited Zoe Clements and
JoeVorih, who both joined the
Boardin 2024, to share their
reflections onthefirst full year
asnon-executive Directors of
Seniorplc.
Q
What have you found most
rewarding about your first
year as a non-executive
Director with Senior?
Joe Vorih – For me, seeing that I was able
to have a positive impact on our pace
ofboth strategic repositioning and the
re-invigoration of the Senior Operating
System was important. I was also able
tobe a mentor to one of our outstanding
young female executives – a very
rewarding experience indeed!
Zoe Clements – Supporting a focused,
committed and values-driven team has
been genuinely rewarding. I’ve enjoyed
making meaningful contributions, bringing
new perspectives, and taking part in the
mentoring programme. Being involved
with such an effective, committed and
engaged Board has reinforced how
fulfilling it is to offer different experience
while working alongside colleagues who
are equally dedicated.
COMPOSITION, SUCCESSION AND EVALUATION continued
NOMINATIONS COMMITTEE REPORT continued
The Nominations Committee would
continue its focus on Executive
succession and look to drive further
improvements in the Group’s gender
diversity, particularly within the
operational management teams.
The Nominations Committee continued oversight over succession planning and
theGroup’s diversity initiatives. The Committee monitored the recalibration of talent
assessment processes, ensuring gender diversity and leadership potential were
prioritised. It reviewed the implementation of personal development plans for high-
potential individuals and evaluated progress in addressing mobility and diversity
challenges, particularly in senior roles.
Having defined the FCTM strategy in
2024, the Board would continue to
discuss and stress test the strategy,
and oversee the implementation of
the strategy and operational
improvements.
In 2025, the Board regularly reviewed the FCTM strategy as part of the Board Strategy
session and regular Board meetings. Continuous improvement initiatives and cross-
functional collaboration also remained a priority.
Increase the amount of time the
Board spends considering market
developments affecting the Group,
including customer activity and
supply chain issues.
In 2025, the Board spent more time during its Strategy meeting looking at what was
happening in the Group’s end markets, how customers were responding to the trends
and how the supply chain was performing. This ensured that strategic decisions were
consistently informed by the latest market intelligence.
Following the succession of the
Group CFO and EVP HR, ensure that
their inductions are effective, that
they build strong relationships with
the respective Chairs of the Audit and
Remuneration Committees, and that
they drive further improvements in
organisation efficiencies.
The new Group CFO and the EVP HR completed thorough induction sessions, including
orientation sessions and meetings with key people across the Group. As part of their
onboarding, they held regular meetings with the Chairs of the Audit and Remuneration
Committees, building strong working relationships. Both leaders have identified
opportunities that could enhance operational efficiencies. In the coming year, the Group
would focus further on exploring and implementing such initiatives.
How the 2025 Board performance review has
beenconducted
The 2025 Board performance review
wascarried out internally through
theuseof online questionnaires,
withallBoard Directors and the
CompanySecretary participating
intheprocess. Thescope of the
questionnaires coveredthe Board
aswellas the Audit,Remuneration
andNominations Committees.
Thequestionnaires focusedon such
topics as the quality andtimeliness
ofinformation, strategic prioritisation
andadaptability of the governance
framework to Senior’s evolving
requirements. Questions also
addressedmatters related to Board
composition, succession planning,
oversight of strategy, financial
performance and risk management.
The outcomes and actions taken
The responses indicated that the Board
was effective in prioritising key agenda
items, onboarding of new Directors
andfostering a culture of openness and
constructive challenge. The findings also
indicated that the Board’s composition
and skills mix were well-suited to address
future challenges, especially following
Senior’s transition to a focused Fluid
Conveyance and Thermal Management
business. The Board’s oversight of major
strategic processes in 2025 was viewed
as thorough, and by maintaining a
strongfocus on strategic matters and
governance in 2026, the Board would
bewell-placed to build on its high
performance and seize opportunities.
The Board agreed the following focus areas for
2026:
Allocate more Board time to explore
potential growth opportunities and to
undertake stakeholder reviews, placing
greater focus on both customers and
the supply chain.
The Committee to maintain its
emphasis on Executive succession
planning, help integrate new
executives, and continue to improve
theGroup’s gender diversity, especially
within operational management teams.
Keep strengthening the employee value
proposition and encourage broader
engagement from the Board, building
on the current strong foundation.
Continue improving Board meetings
practice by allocating more agenda time
and providing sufficient focus time to
review Board meeting packs.
Board performance review
2024 Board performance review findings and the progress made in 2025
Financials statements Additional information
91 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Dear Shareholder,
On behalf of the Board, I am pleased to
present the Audit Committee’s report
forthe year ended 31 December 2025.
The report outlines how the Committee
discharged its responsibilities in providing
oversight over the integrity of the Group’s
financial reporting, appropriate risk
management and internal control
framework, the effectiveness and
independence of the external and
internalauditors.
The most significant activity undertaken
by the Committee during the year was
theexternal audit tender. Following a
thorough, competitive process –
assessing audit quality, sector expertise,
global delivery capabilities, technological
and data proficiency and overall value for
money – the Board, on the Committee’s
recommendation, confirmed that the
re-appointment of the Group’s incumbent
auditor, KPMG LLP (KPMG), would be
putto shareholders at the 2026 AGM.
TheCommittee is confident that KPMG
continues to provide the right combination
of quality, insight and efficiency required
to meet Senior’s needs. Anna Jones will
succeed Mike Barradell as Lead Audit
Partner in the first half of 2027. We thank
all firms that participated in the tender
process.
During the year, the Audit Committee
considered the findings of the Financial
Reporting Council’s limited scope review
of the Company’s Annual Report and
Accounts for the year ended 31 December
2024. The FRC did not take any further
action in relation to the review and did
notrequire a substantive response.
Asmall number of disclosure-related
recommendations were made, which
have been considered and addressed
inpreparing the 2025 Annual Report
andAccounts.
WE CONTINUOUSLY
ENHANCETHE GROUP’S
FINANCIAL REPORTING AND
STRENGTHEN OUR INTERNAL
CONTROL PROCEDURES
Mary Waldner
Chair of the Audit Committee
COMMITTEE MEMBERSHIP
Member Appointment date
Mary Waldner (Committee Chair) 1 December 2021
Susan Brennan¹ 1 January 2016
Zoe Clements 1 September 2024
Barbara Jeremiah 1 January 2022
Graham Oldroyd 28 May 2025
Rajiv Sharma 1 January 2019
Joe Vorih 1 January 2024
1 Susan Brennan stepped down from the Board following the conclusion of the 2025 AGM.
KEY HIGHLIGHTS
Conducted the process for selecting the External Auditor
Reviewed the accounting judgments associated with the disposal of
Aerostructures
Reviewed the work undertaken to prepare for the requirements of Provision
29 of the Code
AUDIT, RISK AND INTERNAL CONTROL
AUDIT COMMITTEE REPORT
Maintaining accuracy
andreliability for optimum
decision making
Financials statements Additional information
92 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
Throughout the year, the Committee
maintained close oversight of the work
undertaken by the Director of Risk and
Assurance in relation to the identification
of the Group’s material controls, a critical
component of our preparations for
theBoard’s formal declaration of the
effectiveness of internal controls as
at31 December 2026, in accordance
withthe requirements of the 2024 UK
Corporate Governance Code (the Code).
In 2025, the Audit Committee updated
itsTerms of Reference to explicitly reflect
its responsibility to support the Board in
preparing its annual declaration on the
effectiveness of the Group’s material
internal controls, in accordance with
Provision 29 of the Code.
Throughout the year, the Audit Committee
continued its review of significant
judgments and estimates relating to key
accounting matters for the half-year and
full-year financial reporting periods,
including those relating to the disposal
ofAerostructures. The Committee
considered management’s accounting
presentations, judgmental issues and
related reports, challenging assumptions
and ensuring that the financial statements
reflect an appropriate and balanced view
of the Group’s position.
The Committee also maintained ongoing
oversight of fraud risk, information and
cyber security, regularly reviewing
controls and policies to ensure effective
protection against emerging threats.
Looking ahead, the Committee will
continue its focus on further developing
and embedding the Group’s material
controls framework.
I will be available at the upcoming AGM
toanswer any questions you might
haveregarding the work of the
AuditCommittee.
Mary Waldner
Chair of the Audit Committee
27 February 2026
External audit tender
During the year, the Company carried
outa formal tender process to appoint
itsExternal Auditor. Led by the Audit
Committee, the process was designed to
ensure transparency, rigour and alignment
with best practice.
In accordance with the Statutory Audit
Regulation and Directive and the UK
SATCAR– under which Public Interest
Entities must tender their audit at least
every ten years and rotate auditors after
20 years – the Company was required to
tender for the 2027 audit, following
KPMG’s initial appointment in 2017.
Preparatory work started in July 2024 by
developing a timetable, reviewing the
“Audit Committee and the External Audit
Tender: Minimum Standards” and other
best practice guidance. In September
2024, the Audit Committee evaluated
potential firms on the initial long list,
considering geographic coverage, scale
and audit quality, including insights from
the Financial Reporting Council’s (FRC)
Audit Quality Review reports and trends
across Tier 1 firms. Independence
considerations, including existing and
potential non-audit services, were also
reviewed. Following this assessment,
theCommittee approved a shortlist and
invited two firms to tender.
The tender process involved broad
stakeholder engagement. The Board
werethe primary decision makers,
whilethe Selection Panel comprised
theAudit Committee. The Steering
Committee comprised the Audit
Committee Chair, theGroup CFO and the
Group Financial Controller. Other Senior
finance and risk management leaders
contributed, and operational leaders,
divisional teams andinvestors were
consulted, where appropriate. Both
shortlisted firms participated in on-site
engagement days inthe US and Europe,
and their RFPs werereceived on time and
met all requirements, with no material
contractual issues identified.
External Audit Tender
Scoring criteria
1. Quality and Team Capability
External and internal quality reviews,
independence monitoring, partner
experience, team qualifications,
technical competence and
geographical coverage.
4. Approach and Transition
Tailoring of proposals, use of
technology and transition planning.
5. Proactivity and Insights
Evidence of proactive service,
value-added insights and
efficiencyimprovements.
3. Team Culture and Relationships
Gravitas, communication style,
chemistry with management
andflexibility.
2. Understanding of the Business
Depth of industry knowledge and risk
awareness.
The Audit Committee’s scoring matrix included
thefollowing dimensions:
Financials statements Additional information
93 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Final presentations were held on 3 July
2025, attended by the Chair of the Audit
Committee, the Chair of the Board,
executive Directors and senior Finance
leaders. Each firm was assessed using
theagreed RFP scorecard, based on
theselection criteria agreed earlier.
TheSelection Panel also reviewed the
latest FRC annual inspection results
forTier 1 firms, which confirmed that
bothparticipants had maintained their
quality scores.
Following this evaluation, a
recommendation was made to the
Boardon 31 July 2025. Although
bothfirms were credible, KPMG was
considered the stronger overall candidate
and was recommended as the preferred
External Auditor.
Composition of the Audit Committee
The Audit Committee has been
established by the Board and consists
entirely of independent non-executive
Directors. The Chair of the Board is not
amember of the Audit Committee.
Atleast one member of the Committee
possesses recent and relevant financial
experience; collectively, the members
ofthe Audit Committee have significant
commercial and financial experience at a
senior management level. For details of
the qualifications of members of the Audit
Committee, please refer to the Board of
Directors’ biographies shown on pages 74
to 76.
The Committee comprises no fewer
thanthree members, all of whom are
independent of any business connection
with the Group. One member of the
AuditCommittee, Barbara Jeremiah,
wasappointed a non-executive director
ofJohnson Matthey Plc with effect
from1 July 2023. Johnson Matthey Plc,
arelated party of the Group, has been
renting excess car parking space from one
of the Group’s operating businesses on a
rolling monthly basis. The lease contract
was in place prior to the acquisition of
Thermal Engineering in 2013 by the Group
and Barbara has had no involvement in
thecontract; further details can be found
on page 185. No member of the Audit
Committee has any connection with the
Company’s External Auditor, KPMG.
Two members constitute a quorum for the
Audit Committee. The Group Company
Secretary acts as Secretary to the Audit
Committee. The Audit Committee
typically invites the non-executive Chair,
Group Chief Executive Officer, Group
Chief Financial Officer, Group Financial
Controller, the Group’s Director of Tax &
Strategic Finance, the Group’s Director
ofRisk and Assurance and senior
representatives of the external audit firm
to attend its meetings, although it
reserves the right to request any of these
individuals to withdraw from any meeting.
The Audit Committee is required to report
its findings to the Board, identifying any
matters where it considers that action or
improvement is needed, and to make
recommendations as to the steps taken.
Appointments to the Audit Committee
areup to three years and may be extended
by a maximum of two additional three-
year periods, subject to continued
independence. Details of the attendance
at Audit Committee meetings during the
year are shown on page 78.
Audit Committee’s Terms of Reference
The Audit Committee’s Terms of
Reference, which can be found on the
Company’s website, are reviewed
annually to take into account current
viewson good practice and any updates
tothe UK Corporate Governance Code.
Key responsibilities of the Audit
Committee include:
monitoring of the integrity of financial
and narrative reporting;
monitoring of the Company’s
riskmanagement and internal
controlframework;
reviewing the adequacy and security
ofthe Company’s speaking-up
arrangements, procedures for detecting
fraud and prevention of bribery; and
monitoring and reviewing the
effectiveness and independence of the
internal and external audit functions.
Specific areas referred to the
ExternalAuditor
In 2025, the Audit Committee has not
asked the Auditor to explicitly review
anyspecific areas because the significant
risks and other focus areas considered
bythe Auditor were aligned with the risks
considered by the Audit Committee.
TheAudit Committee was satisfied
withthe results of the Auditor’s results
and findings.
Presentation of results
The Board has a policy to separately
disclose items it considers are outside the
normal course of management oversight
and control on a day-to-day basis and
arenot reflective of in-year trading
performance. Indicative criteria such as
the period to which the item relates and
external driven factors that are outside of
the control of the Group in combination
with the magnitude and consistency of
application are also considered.
The Audit Committee assessed the
presentation to ensure a fair and balanced
treatment of what is and is not included
asan adjusting item, considered related
guidance issued by the FRC and the
European Securities and Markets
Authority (“ESMA”), and the need to
ensure any alternative performance
measures are presented with equal
prominence to reported figures and on
aconsistent basis year-on-year.
The Audit Committee discussed the
presentation of adjusted items with the
External Auditor, and concurred with
management’s view that the presentation
of items excluded from and included in
adjusted results, combined with wider
disclosures throughout the Annual Report,
provides useful information to aid the
understanding of the performance of
theGroup.
AUDIT, RISK AND INTERNAL CONTROL continued
AUDIT COMMITTEE REPORT continued
Financials statements Additional information
94 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
Activities of the Audit Committee
The Audit Committee met on 25 February 2025 to consider the 2024 year-end report and during the subsequent 12 months
conducted the following business on the four scheduled meeting dates, as indicated below:
29 May 2025 30 July 2025
– Discussed the external audit plan and strategy
proposed by KPMG for the 2025 audit.
– Reviewed the accounting presentation and judgmental issues, for the half-year ended
30June2025.
– Reviewed and approved the terms of the
proposed letter of engagement addressed to
the External Auditor.
– Reviewed, challenged and agreed the basis for going concern to be adopted for the 2025
Interim Results.
– Reviewed and approved KPMG’s interim 2025
audit fee.
– Reviewed the Tax Memorandum for the half-year ended 30 June 2025.
– Reviewed KPMG’s confirmation of its
independence andobjectivity.
– Reviewed and accepted KPMG’s Report to the Audit Committee on the half-year review for the
six months ended 30 June 2025.
– Reviewed and approved the terms of the management representation letter addressed to the
External Auditor.
– Reviewed KPMG’s confirmation of its independence andobjectivity.
– Approved the 2025 Audit Plan and Strategy Report.
– Reviewed approach to inventory at one of the Group’s operating businesses.
– Discussed the Group’s draft Announcement of the 2025 Interim Results together with the draft
slides for the analysts’ presentation.
– Received and considered reports presented by the Director of Risk and Assurance including
internal audit and risk management activities.
– Reviewed governance agency recommendations on the Company’s Annual Report & Accounts
2024.
– As part of the External Audit tender, reviewed the FRC Audit Firm Inspection Results for KPMG
– Recommended the re-appointment of KPMG as the Group’s External Auditor
24 September 2025 24 February 2026
– Reviewed the significant risks that are
considered by the Audit Committee, agreeing
that the risk regarding disposal accounting is
applicable upon disposal of Aerostructures.
– Reviewed the accounting presentation and judgmental issues, including accounting for the
disposal of Aerostructures, going concern and the viability assessment for the year ended
31December 2025. As part of this assessment, considered the impact of having received
several proposals from potential offerors for the Company.
– Received and considered a report presented
by the Director of Risk and Assurance.
– Reviewed, challenged and agreed the going concern basis to be adopted for the 2025 Accounts,
considering a 12 month lookout period and viability assessment including consideration of
compliance with debt covenants at all measurement dates out to 31 December 2028.
– Reviewed the results of the bi-annual agents
and advisers’ status report.
– Reviewed the Tax Memorandum for the year ended 31December2025.
– Reviewed and approved updates to the Terms
of Reference of the Audit Committee.
– Reviewed and accepted KPMG’s Report to the Audit Committee on the audit of the Financial
Statements for the year ended 31December 2025.
– Approved the Policy for the Provision of
Non-Audit Services by the External Auditor
and the Policy on the Employment of Former
Employees of the Company’s External
Auditor.
– Reviewed KPMG’s confirmation of its independence and objectivity.
– Approved the Group’s Whistle-Blowing Policy. – Reviewed and approved the terms of the management representation letter addressed to the
External Auditor.
– Reviewed the effectiveness of the external
audit process.
– Discussed the Group’s draft Announcement of the 2025 Final Results together with the draft
slides for the analysts’ presentation.
– Reviewed the effectiveness and quality of the
2024 external audit.
– Reviewed and approved the statements included in the Annual Report & Accounts 2025
concerning internal control, risk management, including the assessment of principal risks
andemerging risks, TCFD and the Viability Statement.
– Reviewed the effectiveness of the Group’s risk management and internal control systems
anddisclosures made in the Annual Report & Accounts 2025.
– Approved the Audit Committee Report for 2025.
– Reviewed the draft Annual Report & Accounts 2025 and reviewed the Company’s statement on
the draft Annual Report & Accounts prior to endorsement by the Board, that, taken as a whole,
the draft Annual Report & Accounts is fair, balanced and understandable and provides the
information necessary to assess the Group’s position and performance, Business Model
andstrategy.
– Reviewed the Notice of Meeting for the 2026 AGM and the Proxy Form for the 2026 AGM.
– Received and considered a report presented by the Director of Risk and Assurance.
– Reviewed and approved the Internal Audit Charter.
– Assessed the effectiveness of the internal audit function.
– Reviewed the results of the bi-annual agents and advisors’ status report.
– Reviewed the work undertaken to prepare for the requirements of Provision 29 of the Code.
Financials statements Additional information
95 Senior plc Annual Report and Accounts 2025
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The Audit Committee held a private meeting with the External Auditor and a private meeting with the Group’s Director of Risk
andAssurance on 30 July 2025 and 24 February 2026 respectively, without executive management being present. Inaddition,
theChair of the Audit Committee held separate meetings with each of these during the course of the year.
In addition to the four scheduled meetings summarised above, three additional Audit Committee meetings were held during the year.
Two meetings were held in April and November 2025 to approve the draft Trading Update, subject to final confirmation by the
Disclosure Committee; a further meeting was held in November 2025 to conclude the Group’s approach to inventory at one of the
Group’s operating businesses.
Significant risks considered by the Audit Committee
The table below summarises the significant risks considered by the Audit Committee, including significant judgments and estimates:
Significant risks considered by the Audit Committee How the risk was addressed by the Audit Committee
Legal claim and other provisions
Provisions are held where management considers there is an obligation, payment is
probableandthe amount payable can be reliably estimated.
Provisions held by the Group include but are not limited to those held against legal
claimsandcontractual matters and product warranties.
There is a risk that other provisions overstate or understate the associated liability.
The Audit Committee considered the basis upon
which management had made its accounting
judgments to determine the level of legal claim and
warranty provisions. The Audit Committee carefully
considered the assumptions applied and provided
appropriate challenge. These were further discussed
with the External Auditor. TheAudit Committee
believes there are noreportable issues arising from
this significant risk.
UK pension plan buy-in accounting
In respect of the insurance buy-in of the Senior plc UK pension plan during the year,
Management has determined that the transaction does not constitute a settlement
underIAS19, with the loss arising being recognised in Other Comprehensive Income.
The Audit Committee considered the legal obligation
to pay benefits, which remains with the Plan Trustee
and also noted that no formal decision to progress
tobuy-out can be made without additional actions
and until the Company and Trustee agree on several
key areas, including the due diligence process on
clarification of certain Plan benefits and use of
residual surplus. The Audit Committee believes
thereare noreportable issues arising from this
significant risk.
Other judgments and estimates
The Audit Committee considered other areas of focus where judgments and estimates have a significant effect on the amounts
recognised in the 2025 Financial Statements. These areas of focus and how they were addressed by the Audit Committee are
described below:
Other focus areas considered by the Audit Committee How these were addressed by the Audit Committee
Other key judgments and estimates
These include, but are not limited to, judgments and estimates
inareas not covered by significant risks such as going concern
andviability, goodwill impairment assessment, retirement benefits
(excluding the UK Plan buy-in), leases and income taxes (including
uncertain provisions) and inventory netrealisable value.
The Audit Committee reviewed the accounting presentation and judgmental
issues paper, including a funding and liquidity report, for the related reporting
period from the Group Financial Controller. In addition, the Audit Committee
received a tax memorandum paper for the related reporting period from the
Group’s Head of Tax&Strategic Finance.
In its review of these presentation papers, the Audit Committee challenged
management on the critical accounting judgments, and thekey sources
ofestimation and uncertainty that were taken in the preparation of the
FinancialStatements, and concluded that they wereappropriate.
The Audit Committee believes there are no further reportable issues arising
from these other key judgments and estimates.
Disposal accounting
In respect of the disposal of Aerostructures in 2025, Management
has made judgments that have an effect on the recognition and
presentation of amounts in the financial statements.
– Discontinued operations classification and assessment of
control: Management has determined that Aerostructures
constitute a separate component of the Group under IFRS 5 and,
assuch, the disposal is presented as discontinued operations.
Inaddition, the Group no longer has control over Aerostructures as
of 31 December 2025, resulting in full derecognition of the related
assets and liabilities from the Consolidated Balance Sheet.
– Estimates: The estimated loss on sale recorded in the year ended
31 December 2025 is a potential source of estimation uncertainty
(see Note 35), which is subject to estimated disposal costs
incurred and customary completion adjustments on working
capital, debt and finalisation of contingent consideration receivable.
The Audit Committee considered the basis upon which management had made
its accounting judgments to determine the classification of Aerostructures as
discontinued. The Audit Committee carefully considered the estimates made
and assumptions applied and provided appropriate challenge. These were
further discussed with the External Auditor. The Audit Committee believes
there are no reportable issues arising from this significant risk.
AUDIT, RISK AND INTERNAL CONTROL continued
AUDIT COMMITTEE REPORT continued
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96 Senior plc Annual Report and Accounts 2025
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Independence of the External Auditor and policy
onthe provision of non-audit services
The Audit Committee is responsible for
reviewing and monitoring the External
Auditor’s independence. To fulfil this
responsibility, the Audit Committee
reviewed an annual letter of independence
issued by the External Auditor confirming
their independence and compliance with
the FRC Ethical Standard and detailing
safeguards to maintain independence,
including limiting the scope and value
ofnon-audit services provided by the
External Auditor.
The Company maintains a Policy for the
provision of non-audit services by the
External Auditor (the “Policy”), which is
aimed at mitigating any risks threatening,
or appearing to threaten, the External
Auditor’s independence and objectivity
arising through the provision of non-audit
services. The Policy, which is in line with
recommendations set out in the FRC’s
Guidance on Audit Committees (2016),
was reviewed and approved in 2025.
The Policy differentiates between:
permitted non-audit services, for which
the Audit Committee has pre-approved
the use of the External Auditor subject
to the below limits:
Value
Approval required prior to
engagement of the External
Auditor
up to £25,000
Group Chief Financial
Officer
£25,000 – £50,000
Chair of the Group
Audit Committee (or
delegate)
£50,000 and above
Group Audit
Committee
and
prohibited non-audit services.
When reviewing requests for permitted
non-audit services, the Audit
Committeeassesses:
whether provision of such services
impairs the External Auditor’s
independence or objectivity and any
safeguards in place to eliminate or
reduce such threats;
the nature of non-audit services;
whether the skills and experience make
the External Auditor the most suitable
supplier of the non-audit service;
the fee to be incurred for non-audit
services, both for individual non-audit
services and in aggregate, related to the
Group audit fee; and
the criteria which govern the
compensation of the individuals
performing the audit.
In addition, the Ethical Standard requires
an assessment of whether it is probable
that an objective, reasonable and informed
third party would conclude independence
is not compromised. The approval of the
Audit Committee must be obtained before
the External Auditor is engaged to provide
any non-audit services and these services
are limited to activities which feature on
the approved Permitted Non-Audit
Services list. The total fees for non-audit
services shall be limited to no more than
70% of the average of the statutory audit
fee for the Company, of its controlled
undertakings and of the consolidated
Financial Statements paid to the External
Auditor in the last three consecutive
financial years.
In 2025, the permitted services
undertaken by KPMG are set out in
thetable below. The Audit Committee
considered that it was beneficial for the
Company to retain KPMG for a small
amount of permitted non-audit work and
audit-related services, because of the
firm’s knowledge of the Group and our
requirements that the Interim review
beperformed by the External Auditor.
TheAudit Committee continues to closely
monitor the nature and level of such
permitted non-audit work.
Fees 2025 2024
Interim review £0.07m £0.07m
Permissible tax audit
required in India,
assessment of tax
incentives in Thailand
and certification of
expenses in UK and
France £0.01m £0.01m
Total audit-related
services £0.08m £0.08m
Non-audit related
services £nil £nil
KPMG have not performed any non-audit
services during the year ended
31 December 2025 or subsequently
which are prohibited by the FRC Ethical
Standard.
Assessment of external audit quality and
effectiveness
The Audit Committee reviewed the
effectiveness of the External Auditor and
the external audit process, including an
assessment of the quality of the audit,
atits September 2025 meeting.
In 2025, the assessment of the
effectiveness of the external audit
process was again performed by
assessing a range of key areas through a
formal questionnaire that was individually
distributed to all the members of the
AuditCommittee and some Directors.
Thequestionnaire considered the
following aspects:
calibre of the external audit team and
the audit partner;
the robustness of the external audit
process and degree of challenge to
matters of significant audit risk and
areas of management subjectivity;
the degree of professional scepticism
applied by the External Auditor;
quality of the audit and audit planning
approach;
role of the management;
communication and formal reporting
bythe External Auditor to the
AuditCommittee;
the External Auditor’s support of the
work of the Audit Committee;
insights and adding value;
audit fees; and
independence and objectivity.
Senior management received answers
and comments from all questionnaires
and consolidated them into a report.
TheAudit Committee used this report
tofacilitate a debate at its September
2025 meeting and to assist in assessing
the level of external audit effectiveness.
In the first half of 2025, FRC performed an
AQR inspection on KPMG’s audit of the
year ending 31 December 2024. Their
work comprised audit areas including
disposal groups, warranty provision,
revenue recognition and management
override. The Audit Committee noted that
a “limited improvements required” rating
was given and were satisfied that there
were no key findings and that only minor
other findings were noted.
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Examples of the Auditor’s professional
scepticism and challenge of
management’s assumptions, as
notedbythe Committee, include:
Management override of controls
– theExternal Auditor challenged
management on key estimates and
judgments, paying particular attention
to changes and management’s rationale
for those changes. Overall, the External
Auditor considered that the key
judgments made by management
appeared reasonable and supportable.
Disposal accounting and disclosure
– theExternal Auditor challenged the
assumptions and disclosure related
tothe fair value of the contingent
consideration, recalculated the loss on
the disposal and concurred that they
were in line with the contract.
UK defined benefit pension plan buy-in
accounting and valuation of obligation
– challenged the judgement over buy-in
versus settlement accounting and
concurred with the buy-in approach.
Also performed benchmarking on key
valuation assumptions on the defined
benefit obligation by comparing to
independent market expectations.
Feedback about the effectiveness of the
external audit process from the local
management teams was also considered
by the Audit Committee. The Audit
Committee concluded that the External
Auditor had challenged the thinking of the
Company and of the Audit Committee on
a number of significant issues and had
maintained its independence. Following
completion of the assessment process
outlined above, the Audit Committee
concluded that it was satisfied with the
effectiveness of the External Auditor.
Policy on tendering
In order to maintain auditor independence
and comply with FRC, EU guidance and
the provisions of the CMA Order 2014 on
audit tendering, the Group undertook a
formal tender of its external audit during
2025. Further details on the process can
be found on page 93.
The Audit Committee fully evaluates
auditor performance and independence
annually but does not favour mandatory
five-year rotation.
During the year, the Audit Committee
considered the findings of the FRC’s
limited scope review of the Company’s
Annual Report and Accounts for the year
ended 31 December 2024. It is pleasing
that the FRC did not take any further action
in relation to these Accounts and did not
require a substantive response to their
findings. They raised certain minor
disclosure recommendations that have
been considered and addressed while
preparing this Annual Report and
Accounts in relation.
Internal control and risk management
The Board has ultimate accountability for
the Group’s risk management process.
Details of the Group’s approach to risk
management and its Risk and Assurance
Framework can be found on page 58.
The Audit Committee oversees the
Company’s internal financial controls and
risk management systems. Throughout
the year, the Group Director of Risk
andAssurance regularly provided the
Committee with detailed reports on
internal audit activities conducted across
the Group’s operating businesses.
Thesereports assessed both financial
andnon-financial controls, highlighting
operational effectiveness and identifying
areas for improvement where necessary.
To further strengthen the internal
controlenvironment, the Chair and
non-executive Directors are encouraged
to independently visit the Group’s
operating sites. Such visits enabled the
Directors to meet the local management
teams and employees and also undertake
site tours to review matters including
production methods, health and safety
and the status of internal audit findings.
These visits are viewed by the Audit
Committee as making a positive
contribution to the internal control
framework.
During the year, ZoeClements undertook
unaccompanied visits to Senior Flexonics
Pathway, Senior Aerospace Steico
Industries, Senior Aerospace SSP and
Senior Aerospace Spencer, which have
enabled her to provide practical insights to
the Committee on how well processes
were working at site-levels.
During 2025, there were no significant
changes to the Group’s Enterprise Risk
Management process aside from
expanding the Group’s annual fraud risk
assessment to include fraud risks relevant
to the facilitation of fraud. The Executive
Leadership Team continued to evaluate
emerging risks alongside principal risks.
The Audit Committee received
comprehensive updates on risk,
assurance and compliance matters
throughout the year. In addition,
supplementary risk assessments were
completed in areas such as fraud and the
facilitation of tax evasion. The results of
these assessments were reported to the
Board as part of the annual review of the
Group’s risk management processes.
In preparation for the enhanced reporting
obligations under Provision 29 of the
UKCorporate Governance Code 2024,
theAudit Committee received updates
onthe steps taken by the Company to
review its existing internal control and
assurance framework. The Committee
will continue to provide effective oversight
to the Group’s internal control system to
ensure compliance with the forthcoming
regulatory change. Additional information
regarding the Group’s preparations under
Provision 29 can be found on page 57.
AUDIT, RISK AND INTERNAL CONTROL continued
AUDIT COMMITTEE REPORT continued
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Strategic report Governance report
Internal audit
The Audit Committee is responsible
formonitoring and reviewing the
effectiveness of the Company’s internal
audit function, which is headed by the
Director of Risk and Assurance, with the
support of the Internal Audit Manager.
Throughout the year, the Committee
received regular updates of completed
internal audits, tracking outstanding audit
actions and ensuring that progress was
made. Fraud monitoring remained a
priority, with proactive training and
incident reviews supporting the
Group’sefforts in continuous fraud
riskmanagement.
As part of assessing the effectiveness
ofthe internal audit function, the Audit
Committee held two private sessions
withthe Director of Risk and Assurance
without the executive Directors being
present. The Committee remained
satisfied that the internal audit plan was
well aligned to the principal risks of the
Company and was effective in evaluating
the operation of internal controls.
During its meeting on 30 July 2025 and
24 February 2026, the Audit Committee
concluded that the Internal Audit function
had operated with adequate resources
and access to personnel, data and
documents necessary to effectively
conduct its Internal Audit plan; it also
maintained its organisational
independence.
Conclusion
As a result of its work during the year,
theAudit Committee has concluded
thatithas acted fully in accordance with
its Terms of Reference. At its meeting
heldon 24 February 2026, the Audit
Committee considered each section of
the draft Annual Report & Accounts 2025,
and the document as a whole, as
proposed by the Company; it reached a
conclusion and advised the Board that it
considered the draft Annual Report &
Accounts 2025 to be fair, balanced and
understandable and that it provided the
information necessary for shareholders
toassess the Group’s position and
performance, Business Model and
strategy. As the Chair of the Audit
Committee, I will continue, where
appropriate, to be available to engage with
shareholders on the scope of the external
audit and other significant matters related
to the Audit Committee’s areas of
responsibility and I will be available at the
2026 AGM to answer any shareholders’
questions about the work of the Audit
Committee.
Approval
This Report was reviewed and approved
by the Audit Committee and signed on its
behalf by:
Mary Waldner
Chair of the Audit Committee
27 February 2026
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99 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
WE ENSURE THAT REMUNERATION
REFLECTS THE RESULTS ACHIEVED
AND INCENTIVISES AND REWARDS
OUR LEADERSHIP FOR DELIVERING
SUSTAINABLE VALUE TO OUR
SHAREHOLDERS AND WIDER
STAKEHOLDERS.
Barbara Jeremiah
Chair of the Remuneration Committee
Dear Shareholder,
I am pleased to present the Report of
theRemuneration Committee for the
financial year ended 31 December 2025.
This statement provides an overview of
the Committee’s key decisions as we
implemented the Policy for this year
andthe year ahead. The Report will be
subject to an advisory vote at our
forthcoming AGM.
The link between strategy and remuneration
Senior’s Purpose is “We help engineer
the transition to a sustainable world for
thebenefit of all our stakeholders” and its
Vision is to be a trusted and collaborative
high value-added engineering and
manufacturing company producing
sustainable growth in operating profit,
freecash flow and shareholder value.
Our approach to executive remuneration
continues to support this Vision, with
ourbonus plans incentivising earnings
growth, free cash flow and sustainability,
and our long-term plans rewarding
thecreation of shareholder value,
earningsgrowth and return on capital.
Weregularly consider the alignment of our
performance metrics with the business
strategy and over time have evolved our
approach to reflect changes in strategic
focus and the views of shareholders.
The incentive framework is set out in
ourRemuneration Policy, a summary of
which is set out on pages 103 to 105 of
this report. The Policy was approved by
shareholders at the 2024 AGM, and we
continue to receive strong support for
ourapproach to remuneration with c.98%
of shareholders voting in favour of the
Directors’ Remuneration Report for 2024.
I would like to thank shareholders for their
continued input andsupport.
Senior’s performance during 2025
In 2025, we delivered a strong trading
performance, with Group revenue and
Adjusted Operating Profit from continuing
operations increasing by 4.4% and 20.0%
respectively, exceeding our initial
expectations. Aerospace growth was
driven by increasing production rates
ofcommercial aircraft, higher defence
spending and improved pricing. In
Flexonics, aftermarket demand for our
nuclear and downstream oil & gas
products remained robust, and we
continued to outperform land vehicle
markets throughout the year. We are well
positioned to maintain this momentum
heading into 2026 and are on track to
deliver our medium-term financial targets.
COMMITTEE MEMBERSHIP
Member Appointment date
Barbara Jeremiah (Chair) 1 January 2022
Susan Brennan ¹ 1 January 2016
Zoe Clements 1 September 2024
Ian King 13 November 2017
Graham Oldroyd 2 8 May 2025
Rajiv Sharma 1 January 2019
Joe Vorih 1 January 2024
Mary Waldner 1 December 2021
1 Susan Brennan retired from the Board following the conclusion of the AGM held in April 2025.
KEY HIGHLIGHTS
During the year, we operated under the Remuneration Policy approved by
shareholders at the 2024 AGM
Bonus outcomes of 93% of maximum reflected strong financial and operational
performance against the stretching targets set
The 2023 LTIP will vest at 31% of maximum as a result of TSR performance close
to the upper quintile over the three year period
Remuneration arrangements for the CFO succession during 2025 were
determined in accordance with our Remuneration Policy
Salary increases for 2026 will align with the UK employee average of 3%.
We intend to engage major shareholders on our Remuneration Policy review
during 2026, ahead of renewal at the AGM in 2027
REMUNERATION
REMUNERATION COMMITTEE REPORT
Aligning our performance
metrics with the business
strategy
Financials statements Additional information
100 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
Strong performance was reflected in
returns to our shareholders, with the full
year dividend increasing by 25% to 3.0p
and the share price rising by c.20% over
the year.
On 31 December, we were pleased to
complete the sale of our Aerostructures
business to Sullivan Street Partners,
enabling our strategic transition into a
highquality, Fluid Conveyance and
Thermal Management (FCTM) business.
Implementation of the Policy for 2026
Basic salaries for David Squires and Alpna
Amar will increase by 3%, with effect
from 1 January 2026, in line with the
average increase for employees across
our UK operations.
Pension contributions for the Directors
willremain at 15% of basic salary, aligned
with the contribution rate available to the
majority of the UK workforce.
In line with the Policy, the executive
Directors will have the opportunity to earn
up to 150% of basic salary as an annual
bonus for 2026. The performance
measures will remain unchanged from
2025. A total of 80% of the bonus will
remain subject to challenging financial
targets linked to adjusted EPS and free
cash flow. The remaining 20% will be
based on two equally weighted
quantitative strategic non-financial
measures: absolute reductions in Scope 1
and Scope 2 emissions and progress in
Senior’s employee engagement score.
Any bonus payment will be subject to the
appropriate deferral arrangements and the
standard malus and clawback provisions
set out in our Policy.
Our intention is for David Squires and
Alpna Amar to be granted LTIP awards in
2026 at a level of 200% and 175% of basic
salary, respectively. The performance
metrics will be unchanged, with the
retention ofthe existing mix of ROCE,
relative TSRand adjusted EPS, each with
a one-third weighting. These metrics
provide for a combined focus on
absolutefinancial performance, returns
toshareholders and efficient use of
capital, all of which are critically important
to the business and to investors.
The TSR element will continue to be
based on Senior’s performance relative
tothe FTSE 350 (excluding companies
inthe Financial Services, Oil,Gas &
Coal,Mining and Real Estate sectors).
Theadjusted EPS and ROCE elements
will be based on performance to the
endof the 2028 financial year, and are
considered suitably challenging for the
continuing business, recognising our
long-standing belief that maximum
vesting should require material
outperformance of expectations.
Fulldetails on the targets are set out on
page 107. Any awards whichvest will
besubject to the usual Committee
assessment of overall performance over
the LTIP period as well as a two-year
post-vesting holding period. Malus and
clawback provisions will apply.
Following the disposal of our
Aerostructures business at the end of the
financial year, the Committee will consider
whether any adjustments are required to
the EPSand ROCE performance targets
applicable to the 2024 and 2025 LTIP
awards (vesting in 2027 and 2028
respectively). Any adjustment to targets
will be disclosed and explained in next
year’s report.
Executive Directors’ remuneration for 2025
The executive Directors were eligible for
an annual bonus of up to 150% of basic
salary, payable subject to the achievement
of stretching targets linked to key
performance metrics. 80% of the
maximum bonus was based on adjusted
EPS and free cash flow. Reflecting the
strong performance described above, the
adjusted EPS performance and the free
cash flow performance both exceeded the
upper end of the respective target ranges
resulting in full pay-out for those metrics.
The remaining 20% of the bonus was
based on two key non-financial measures
which link closely to sustainability and
wider ESG matters. Asdescribed in the
Sustainability Report,we continued our
exceptional performance in this area,
achieving a significant reduction in our
Scope 1 and 2 emissions resulting in
fullpay-out. We made progress on our
employee engagement,with the score
resulting in a pay-out between threshold
and target. Full details of the targets
andoutcomes are set out on page 108.
Overall,bonuses were therefore achieved
at a level of 93.3% of the maximum,
leading to an outcome of 140% of basic
salary for both Directors. One third of the
bonus outcome will be delivered in
deferred shares.
The 2023 LTIP award was based on
performance over the three years to
31 December 2025, using three equally
weighted performance metrics: Return
onCapital Employed (“ROCE”), adjusted
EPSand relative Total Shareholder Return
(“TSR”). Reflecting external headwinds
during this three-year performance period,
ROCE and adjusted EPS outturns were
below the relevant minimum thresholds.
However, TSR performance of 59% was
just below the upper quintile resulting in
avesting of 94.4% of maximum for the
TSR element. Overall, the award will
vestat 31% of maximum and will be
subject to a two-year post-vesting holding
period. Further details are set out on
page109.
In reviewing these outcomes, the
Remuneration Committee considered
thewider performance of the business
and the contributions of the management
team to the achievements of the business
during the relevant periods, concluding
that both the bonus and the LTIP
outcomes were an appropriate and
fairresult for all stakeholders.
Executive Director succession
During the year, Bindi Foyle retired from
the Board and was succeeded in the role
of Group Chief Financial Officer by Alpna
Amar. The Committee determined the
remuneration arrangements for both in
line with our Remuneration Policy.
Bindi retired from the Board on 16 May
2025 after 19 years with the Group.
Inview of her exceptional long-term
contribution, the Committee determined
that Bindi would be treated as a ‘good
leaver’ in respect of her incentive awards.
She remained eligible for an annual bonus
award for 2025, on a pro-rata basis and
assessed against the original targets as
described above. The bonus was paid in
cash following the year end. Her unvested
deferred share awards will vest on the
original vesting dates. Her unvested LTIP
awards will similarly vest on the original
vesting dates, subject to the performance
outcomes and reduced pro-rata for time.
The post-employment shareholding
requirement will apply for two years.
Fulldetails of these arrangements are
disclosed on page 110.
Alpna Amar was appointed to the Board
on 17 May 2025. As described in last
year’s report, Alpna’s salary was set at
£400,000 on appointment and she was
eligible for a 2025 annual bonus of 150%
of basic salary (pro-rated to reflect the
portion of the year worked) and a 2025
LTIP award of 175% of basic salary. To
compensate for the forfeiture of equity
awards from her previous employment,
Alpna was granted replacement share
awards, in line with the recruitment
provisions in our Remuneration Policy.
Fulldetails of these replacement awards
are set out onpage 109.
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101 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Wider workforce remuneration
The Committee continues to pay close
attention to remuneration policies and
practices across the wider workforce
andtakes these into account when
agreeing the shape and level of the
executive Directors’ remuneration.
InSeptember, the Committee discussed
the outcome of acomprehensive review
of pay and benefits across the global
workforce. Inparallel, Mary Waldner, the
designated Non Executive Director
responsible foremployee engagement,
met with employees from across the
Group todiscuss a broad range of topics,
including remuneration.
Annual bonus plans are cascaded
widelyacross the group, based on
asimilar framework which applies
tosenior executives. Participation in
theLTIP extends to around 40 senior
executives within the business, all
ofwhom are subject to the same
performance conditions as the executive
Directors. Equity awards in the form of
restricted shares are granted to select
individuals who are considered to have
significant potential or who hold key
professional skills. All-employee share
plan arrangements are offered to
employees across our global locations to
encourage broader participation in share
ownership and to strengthen alignment
with the interests of the Group and
itsshareholders.
Looking ahead to 2026
At the AGM on 2 May 2026, shareholders
will be asked to vote on the Annual
Remuneration Report. I trust that the
decisions the Committee has taken will
have your support.
Our Remuneration Policy will next be
subject to a shareholder vote at the 2027
AGM. The Committee intends to review
our Policy during 2026 to ensure it can
continue to secure and reward our
executive leadership to deliver the
strategy for our shareholders ina
formative period ahead for Senior.
Weremain committed to an ongoing
dialogue with our shareholders and I look
forward to discussing our proposals with
many of you during the year ahead.
Barbara Jeremiah
Chair of the Remuneration Committee
27 February 2026
2025 REMUNERATION REPORT AT A GLANCE
Our Executive Directors’ remuneration
closely aligns with the company’s
performance. Our policy recognises the
complexities of managing a large-scale
operation like Senior.
Senior’s performance is evident in the
results of the 2025 annual bonus and
LTIP,as shown below. Full details of
performance against the individual
objectives for the annual bonus plan are
available on page 108.
PERFORMANCE HIGHLIGHTS AND INCENTIVE OUTCOMES
SUMMARY OF EXECUTIVE REMUNERATION FRAMEWORK
Salary CEO: £630k
CFO: £400k
Shareholding
guidelines
200% of salary
LTIP CEO: 200% of salary
CFO: 175% of salary
Bonus 150% of salary
Pension 15% of salary
Increase of 3% for CEO in line with
employeeaverage
In line with employee average
One third is payable in shares,
deferredforthreeyears
3 year performance
period
2 year holding
period
Bonus % Threshold Target Maximum Outcome
EPS 48% 7.26p 8.08p 8.88p 100%
FCF 32% £20.0m £24.7m £30.0m 100%
CO
2
10% 37,280T 36,900T 36,600T 100%
Employee
engagement
10% 7.3 7.6 7.7 33.3%
Total Bonus outcome (% of max) 93.3%
EXECUTIVE DIRECTOR SHAREHOLDING (31 DEC 2025)
Shareholding requirement 200%
of salary
50% 100% 150% 200% 250% 300%
350%
450%0
REMUNERATION continued
REMUNERATION COMMITTEE REPORT continued
LTIP % Threshold Target Maximum Outcome
EPS 33% 11.7 7p 18.50p 0%
ROCE 33% 12.5% 17.0% 0%
TSR 33% Median Upper quintile 94%
Total LTIP vesting (% of max) 31%
CEO 401.0%
CFO 72.8%
10.16 p
£32.7m
34,870T
7.5
9.92%
10.16 p
78th percentile
Financials statements Additional information
102 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
DIRECTORS’ REMUNERATION POLICY
Directors’ Remuneration Policy
At the Annual General Meeting held on 26 April 2024, shareholders approved the Directors’ Remuneration Policy which
becameeffective as at that date. An extract of the Remuneration Policy table from the Remuneration Policy is reproduced below
forinformation only.
The full Remuneration Policy is contained on pages 111 to 117 of the 2023 Annual Report which is available at:
www.seniorplc.com/investors/reports.aspx.
Policy table for executive Directors
Element Purpose and link tostrategy Operation Maximum Performance assessment
Salary – Reflects the
performance of the
executive Director,
his or her skills and
experience over
time and the
responsibilities
ofthe role
– Provides an
appropriate level
ofbasic fixed pay
avoiding excessive
risk arising from
over-reliance on
variable income
– Will normally be reviewed annuallywith
effect from 1 January
– Benchmarked periodically against
companies with similar characteristics
and sector companies
– Normally positioned within a range
around the mid-market level taking into
account the experience and
performance in the role of the
individual, complexity of the role,
market competitiveness and the impact
of salary increases on
totalremuneration
– Other than to reflect
change in the size and
complexity of the role/
Company, the Committee
will have regard to the
basic salary percentage
increases taking place
across the Company
moregenerally when
determining salary
increases for the
executive Directors
– No maximum salary cap
– Individual performance in the
role and Group performance
areamong the factors taken
intoconsideration when
awarding increases
Bonus – Incentivises
annualdelivery of
corporate financial
and non-financial
goals
– Delivery of a
proportion of bonus
in deferred shares
provides alignment
with shareholders
and assists with
retention
– Up to 100% of salary paid in cash with
up to a further 50% of salary paid as a
conditional award of deferred shares
– Maximum bonus only payable for
achieving demanding targets
– Deferred shares are released three
years after award but are subject to
forfeiture by a “bad leaver”
– Executives are entitled to receive the
value of dividend payments that would
have otherwise been paid in respect of
vested deferred shares
– All bonus payments are at the
discretion of the Committee
– Different performance conditions
maybe set when recruiting an
executive Director
– The Committee may review the
performance conditions from time
totime
– The Committee has the discretion in
certain circumstances to grant and/or
settle an award in cash. In practice,
thiswill only be used in exceptional
circumstances for executive Directors
– The Committee has the discretion to
adjust bonus targets or outcomes if
deemed appropriate, where the bonus
outcome feels perverse. In practice,
this will only be used in exceptional
circumstances for executive Directors
– Overall maximum of
150% ofsalary
– The Committee determines
appropriate performance targets
and weightings at the start
ofeach year
– Details of the performance
targets will normally be
disclosed in the following
Annual Report on Remuneration
for reasons of commercial
sensitivity
– The Committee may include
non-financial metrics up to 25%
of the overall award
– Performance below threshold
results in zero payment.
Payment rises from 0% to
100%of the maximum
opportunity for levels of
performance between the
threshold and maximum targets
– For financial targets, typically,
threshold is around 90% of
target, and on-target
performance delivers
approximately 50% of the
maximum opportunity
– Subject to clawback at the
Committee’s discretion over
cash bonus outcomes and
unvested deferred shares in
theevent of situations such
asmaterial misstatement,
grossmisconduct, serious
reputational damage or
corporate failure and, if required,
over any unvested LTIP awards
Financials statements Additional information
103 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Element Purpose and link tostrategy Operation Maximum Performance assessment
Long-Term
Incentive Plan
(LTIP)
– Incentivises
sustained
performance over
the longer term
– The use of longer-
term performance
targets and delivery
of awards in shares
rewards the
achievement of the
Company’s strategic
goals and increases
in shareholder value
– Annual grants of performance shares
which vest subject to performance
(normally measured over three years)
and continued service
– Executives are entitled to receive the
value of dividend payments that would
have otherwise accrued during the
three-year vesting period in respect of
vested LTIP awards
– All awards are subject to the discretions
contained in the plan rules
– The Committee may review the
performance conditions from time to
time
– The Committee has the discretion in
certain circumstances to grant and/or
settle an award in cash. In practice, this
will only be used in exceptional
circumstances for executive Directors
– A two-year post-vesting holding period
applies to LTIP awards (excluding those
shares required to be sold to pay tax on
vesting), creating a five-year period
between the grant of the awards and
their final release
– 200% of salary – The Committee determines
performance conditions and
weightings at the start of each
year depending on the strategic
priorities of the business at that
time
– In respect of each performance
element, performance below the
threshold target results in zero
vesting. Vesting of each
performance element starts at
the 25% threshold and rises to
100% for maximum level of
performance
– Subject to malus during the
period prior to vesting and to
clawback during the period of
three years following the date of
vesting, at the Committee’s
discretion, in circumstances such
as material misstatement, gross
misconduct, fraud, dishonesty,
serious reputational damage or
corporate failure
All-employee
share schemes
– Employees,
including executive
Directors, are
encouraged to
become
shareholders
through the
operation of the
Sharesave Plan, the
HMRC-approved
all-employee share
plan
– The Sharesave Plan has standard terms
under which participants can normally
enter a savings contract in return for
which they are granted options to
acquire shares at the market value of the
shares at the start of the performance
period
– The rules for this plan were first
approved by shareholders at the 2006
AGM and the updated rules were
approved at the 2016 AGM
– Employees can normally
elect for a three-year
savings contract under
standard terms and within
HMRC limits
– The option price for
Sharesave awards can be
set at a discount of up to
20% of the market value of
the shares at the start of
the savings contract,
although to date no awards
granted under the
Sharesave Plan have been
set at a discount
– N/A
REMUNERATION continued
DIRECTORS’ REMUNERATION POLICY continued
Financials statements Additional information
104 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
Element Purpose and link tostrategy Operation Maximum Performance assessment
Pension – Provides
competitive
retirement benefits
for the Group’s
employees
– The executive Directors may
participatein the Senior plc Group
Flexible Retirement Plan (“Senior
GFRP”), a contract-based, money
purchase pension plan and/or receive
cash allowances
– Bonuses are not included in calculating
retirement benefits
– Executive Directors receive a pension
contribution in line with that available
tothe majority of employees in the
relevant jurisdiction
– The pension contributions or pension
allowance for executive Directors
werealigned with the majority of the
UK workforce by the end of 2022
– The pension contributions
or allowances for
executive Directors of
15% of salary align with
the pension contribution
available to the majority
ofthe UK workforce
– N/A
Other
benefits
– Provides a
competitive
package of benefits
that assists with
recruitment and
retention
– Benefits include provision of a fully
expensed car or car allowance, private
medical insurance, life insurance and
income protection, tax equalisation
andrelocation benefits
– Any reasonable business-related
expenses (including tax thereon)
canbereimbursed
– The value of benefits
isbased on the cost
totheCompany and
isnotpredetermined
– There is no monetary
capon other benefits
– N/A
Shareholding
guidelines
– Aligns executive
Directors’ interests
withthose of other
shareholders in
theCompany
– Executive Directors to retain at least
50% of the shares that vest under the
LTIP and Deferred Bonus Award,
afterallowing for tax liabilities, until
ashareholding equivalent in value
to200% of base salary is built up
– Post-employment shareholding
requirements apply, for all LTIP awards
granted from 2021 onwards and any
shares that vest from deferred bonus
from the 2021 bonus scheme onwards,
for a period of two years following
cessation of employment at the lower
of (1) 100% of the in-employment
shareholding guideline in place
priortocessation and (2) the actual
shareholding held at the time
ofcessation
– N/A – N/A
Financials statements Additional information
105 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Policy table for non-executive Directors
Element Purpose and link to strategy Operation Maximum Performance assessment
Non-executive
Directors and
Chair of the
Board fees
– Takes account
ofrecognised
practice andset
atalevel that
issufficient to
attract and retain
high calibre
non-executive
Directors
– The Chair of the Board is paid a single
fee for all their responsibilities as
determined by the Remuneration
Committee. The non-executive
Directors are paid a basic fee.
TheSenior Independent Director, the
Chairs of the Audit and Remuneration
Committees, and the Director with
responsibility for employee
engagement receive additional fees
toreflect their extra responsibilities
– When reviewing fee levels, account
istaken of market movements in
non-executive Director fees, Board
Committee responsibilities, ongoing
time commitments and the general
economic environment
– Fee increases, if applicable, are
normally effective from1 January
– The Chair of the Board and non-
executive Directors do not participate
inany pension, bonus, share incentive
or other share option plans
– The remuneration of the non-executive
Directors is determined by the Board
ofDirectors. The non-executive
Directors do not participate in any
discussion ordecisions relating to their
own remuneration
– Any reasonable business-related
expenses (including tax thereon) can
bereimbursed
– Other than when a
non-executive Director
changes role or where
benchmarking indicates
fees require realignment,
fee increases will not
normally exceed the
general level of increases
for the Group’s employees
– N/A
Service contracts and letters of appointment
The service agreements of the executive Directors are not fixed term and are terminable by either the Company or the Director
on12 months’ notice.
The Chair of the Board and non-executive Directors do not have service agreements but the terms of their appointment, including the
time commitment expected, are recorded in letters of appointment. The Chair’s appointment may be terminated on providing
12 months’ notice by either party. The appointments of the other non-executive Directors may be terminated by the Company or
non-executive Director on providing one month’s notice.
Name Date original term commenced
Date current term
commenced
Expected expiry date
ofcurrent term
Ian King
Joined the Board November 2017 and became Chair of Board
inA pril2018 – –
Zoe Clements September 2024 September 2024 August 2027
Barbara Jeremiah January 2022 January 2025 December 2027
Graham Oldroyd May 2025 May 2025 May 2028
Rajiv Sharma January 2019 January 2025 December 2027
Joe Vorih January 2024 1 January 2024 December 2026
Mary Waldner December 2021 December 2024 November 2027
REMUNERATION continued
DIRECTORS’ REMUNERATION POLICY continued
Financials statements Additional information
106 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
2025 REMUNERATION REPORT:
ANNUAL REPORT ONREMUNERATION
2026 remuneration (non-audited information)
Salaries
For 2026, basic salaries of the Group Chief Executive Officer and Group Chief Financial Officer were increased by 3%, In line with
average increase applied to the wider UK workforce.
2026
£
2025
£
Percentage
change
David Squires 649,000 630,000 3.0%
Alpna Amar 412,000 400,000 3.0%
Annual bonus
The maximum bonus opportunity for the executive Directors remains 150% of basic salary, in line with the Policy. The KPIs remain
unchanged from the prior year, namely, Free Cash Flow, Adjusted EPS, absolute reductions in Scope 1 and Scope 2 emissions,
andimprovements to Senior’s employee engagement survey score. The individual weightings of the KPIs for the executive Directors
for the annual bonus are set out below.
Weighting
(% of max)
Free cash flow target 32%
Adjusted EPS target 48%
Reductions in Scope 1 and Scope 2 emissions 10%
Improvements to Senior’s employee engagement survey score in 2026 10%
Totals 100%
The actual targets are currently considered commercially sensitive because of the information that this provides to the Company’s
competitors. Disclosure of the 2026 targets will be in the 2026 Annual Report.
Any bonus payment will be subject to the usual deferral arrangements and the standard malus and clawback provisions set out
inourPolicy.
LTIP awards
It is intended that, in 2026, David Squires and Alpna Amar will be granted LTIP awards at a level of 200% and 175% of basic salary,
respectively.
Adjusted EPS, TSR and ROCE metrics will be retained as the performance measures with an equal weighting of one third each.
TheRemuneration Committee sets stretching targets which are consistent with the strategic priorities of the business and
which,ifachieved, would represent a strong level of performance. The EPS component requires c.15% compound annual growth for
maximum vesting and the ROCE range is consistent with our medium term guidance of 15-20%. TSR performance will be measured
against the FTSE 350 (excludingcompanies in the Financial Services, Oil, Gas & Coal, Mining and Real Estate sectors) with maximum
vesting requiring upper quartileperformance. Vested awards will continue to be subject to a two-year holding period.
Weighting
Threshold
(25% vesting)
Maximum
(100% vesting)
Return on Capital Employed 1/3rd 15.0% 17.5%
Total shareholder return ranking 1/3rd Median
Upper quartile
or higher
Adjusted earnings per share in 2028
1
1/3rd 10.5% 14.8%
1 Vesting is on a straight-line basis between Threshold and 66.67% vesting, and between 66.67% vesting and Maximum.
Non-Executive Director fees
The 2026 base fee for the non-executive Directors was increased by 3.3% in line with the average increases applied to the
widerworkforce.
2026
£
2025
£
Percentage
change
Chair of Board 229,000 222,500 2.9%
Non-executive Directors base fee 63,500 61,500 3.3%
Chair of Audit Committee 11,000 11,000 0.0%
Chair of Remuneration Committee 11,000 11,000 0.0%
Senior Independent Director 11,000 11,000 0.0%
Director with responsibility for employee engagement 7,500 6,500 15.4%
No additional fees are payable for Committee membership.
Financials statements Additional information
107 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Single total figure of remuneration (audited information)
The following table shows a single total figure of remuneration in respect of qualifying service for the 2025 financial year for each
Director, together with comparative figures for 2024.
Salaries and
fees
£000s
Taxable benefits
and allowances
1
£000s
Bonus
2
£000s
Long-term
incentives
3
£000s Buy-out awards⁴
Pension benefits
including cash in
lieu of pension
7
£000s
Total fixed
remuneration
£000s
2025
Total variable
remuneration
£000s
2025
Total
6
£000s
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Executives
David Squires 630 615 31 29 882 185 464 139 – – 95 92 756 1,346 2,102 1,060
Alpna Amar
5
300 – 20 – 420 – – – 512 – 45 – 365 932 1,297 –
Bindi Foyle
5
168 420 9 23 235 126 229 94 – – 24 63 201 464 665 726
Total remuneration 1,098 1,035 60 52 1,537 3 11 693 233 512 – 164 155 1,322 2,742 4,064 1,786
Non-executives
Ian King 223 218 4 3 – – – – – – – – 227 – 227 221
Susan Brennan 20 60 1 1 – – – – – – – – 21 – 21 61
Zoe Clements
5
62 20 1 – – – – – – – – – 63 – 63 20
Barbara Jeremiah 84 82 3 1 – – – – – – – – 87 – 87 83
Graham Oldroyd
5
37 – – – – – – – – – – 37 – 37 –
Rajiv Sharma 62 60 2 1 – – – – – – – – 64 – 64 61
Joe Vorih
5
62 60 1 1 – – – – – – – – 63 – 63 61
Mary Waldner 79 78 1 – – – – – – – – – 80 – 80 78
Total remuneration 629 578 13 7 – – – – – – – – 642 – 642 585
(1) Taxable benefits for executive Directors include the provision of a fully expensed company car or car allowance and private medical insurance. Taxable benefits for non-executive Directors are
travel expenses.
(2) For David Squires and Alpna Amar, the deferred bonus was paid two-thirds in cash and one-third in Senior shares. For Bindi Foyle, the amount was paid In cash (see further details on page 110).
(3) For David Squires, the 2025 column refers to 2023 LTIP Award of which 31.46% will vest in March 2026. Further details on the performance conditions can be found on page 109. The estimated
value of shares to vest includes an amount for the dividend equivalent shares and was calculated using the average of daily closing market value of the shares over the last three months of 2025
of 189.0p. 16.9% of the value of the LTIP awards is attributable to share price appreciation, as the share price has increased from 157.0p at the time of grant. The 2024 column has been re-stated
to reflect the value of the awards on the date of vesting using a share price of 162.21p.
(4) Represents the vesting of the 2022 buy-out replacement award made to Alpna Amar to compensate for forfeited awards from her previous employer which vested during the year. The value
shown reflects the number of shares that vested (282,703) valued at the share price on the date of vesting (£1.81), and including 3,349 dividend equivalent shares. Further detail of Alpna’s
buy-out awards is set out on page 109.
(5) Alpna Amar was appointed to the Board on 1 April 2025, and her 2025 remuneration is the amount paid from that date. Graham Oldroyd was appointed to the Board on 28 May 2025 and his 2025
fee is the amount paid from that date. Joe Vorih and Zoe Clements were appointed to the Board on 1 January 2024 and 1 September 2024 respectively, and their 2024 fees are the amounts paid
from those respective dates. Bindi Foyle retired from the Board on 16 May 2025, and her 2025 remuneration to that date.
(6) The aggregate amount of remuneration paid to or receivable by Directors in respect of qualifying services as per paragraph 9 of SI 2008/40 Schedule 5 was £3,332,678 (2024 – £2,139,407.
Excluded from this amount was £744,525 (2024: £1,400,692) paid in respect of long-term incentive schemes, £163,920 (2024: £155,250) paid as company contributions to pension schemes
on behalf of three (2024: two) ofthe directors, and £nil (2024: £nil) in respect of gains on the exercise of share options granted.
(7) Refers to pension benefits, being 15% of the respective base salaries, in line with the Remuneration Policy
Performance against performance targets for annual bonus (audited information)
Bonuses are earned by reference to the financial year and paid in March following the end of the financial year. The bonuses for the
executive Directors were determined by adjusted EPS, free cash flow, CO
2
emissions reductions, and Employee engagement
performance. A summary of the measures, weightings and performance achieved is provided in the table below:
2025
Threshold Target Maximum
Actual
achieved
2
Maximum
bonus
achievable
Percentage
of maximum
achieved
Bonus
payable
(% of 2025
salary)
Free cash flow targets £20m £24.7m £30.0m £32.7m 48% 100% 48%
Adjusted EPS targets
1
7.26p 8.08p 8.88p 10.06p 72% 100% 72%
CO
2
emissions reduction 37,280t 36,900t 36,600t 34,870t 15% 100% 15%
Employee engagement 7.3 7.6 7.7 7.5 15% 33.3% 5%
Totals 150% 93.3% 140%
1 The adjusted EPS target is calculated on a constant currency basis.
2 The targets were set, and performance was measured, by reference to Group performance including Aerostructures, which was part of the Group for the full financial year.
REMUNERATION continued
2025 REMUNERATION REPORT:ANNUAL REPORT ONREMUNERATION continued
Financials statements Additional information
108 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
In reviewing the bonus outcome, the Remuneration Committee considered the wider performance of the business during the year
and the contributions of the management team to the successful implementation of the strategy for the year. The Committee
concluded that the outcome was an appropriate and fair outcome for all stakeholders.
Performance against performance conditions for LTIP vesting (audited information)
The 2023 LTIP award was based on performance over the three years to 31 December 2025. The performance conditions were
partially achieved and therefore 31.46% of the 2023 LTIP awards are to vest as shown in the table below.
Performance condition
Target
(25%vesting)
Maximum
(100% vesting) Actual
Percentage of total
award achieved
Total shareholder return percentile ranking (1/3rd of Award) 50th 80th 78th 94.4%
Adjusted earnings per share for the final financial year of the
performance period (1/3rd of Award) 11.77p 18.50p 10.16p 0%
Return on Capital Employed for the final financial year of the
performance period (1/3rd of Award) 12.5% 17.0% 9.92% 0%
The targets were set, and performance was measured, by reference to Group performance including Aerostructures, which was
partof the Group for the full performance period.
LTIP awards granted during the financial year (audited information)
Directors Scheme Basis of award
Face value
£000s (1)
Number of
shares
Percentage
vesting
at threshold
performance
Performance
period
end date
David Squires LTIP 200% of salary 1,260 782,608 25% 31 December 2027
Alpna Amar LTIP 175% of salary 700 501,432 25% 31 December 2027
1 The face value of the awards is calculated using the closing share price on the day before the date of grant of £1.61 per share
Buy-out awards (audited information)
As reported in last year’s report, to compensate Alpna for the forfeiture of equity awards from her previous employment, the
Committee agreed to grant replacement awards which would remain subject to performance conditions where appropriate and
would mirror the value and the vesting/release schedule of the forfeited share awards, in line with the recruitment provisions in our
Remuneration Policy.
These awards were reported at the point of grant in April and are summarised below:
Award Basis of award
Face value
£000s (1)
Number of
shares
Percentage vesting
at threshold performance
Performance period
end date
2022
replacement
award
This award was based on the
disclosedperformance outcome
oftheequivalent forfeited award
inAlpna’s previous employer.
424 303,774 Based on the disclosed outcome at Alpna’s
previous employer, this award vested during
the year at 92.0% of maximum and is included
Inthe single figure table on page 108.
2023
replacement
award
The terms of this share award shall
mirror the rules and performance
conditions attaching to the 2024
Senior LTIP award made to other
Senior executives
278 199,030 25% 31 December 2026
1 The face value of the awards is calculated using the closing Kier Group share price of £1.40 per share on Alpna Amar’s last day of employment with Kier.
Financials statements Additional information
109 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Payments for loss of office (audited information)
Bindi Foyle retired from the Board and from the position of Group Financial Director on 16 May 2025. The Remuneration Committee
determined her remuneration arrangements in accordance with the Remuneration Policy.
Bindi received her contractual salary, pension allowance and benefits up to the date of cessation of employment, with the
company-funded private health insurance cover expiring on 31 May 2025.
Bindi remained eligible for an annual bonus award in respect of 2025, with the maximum opportunity reduced pro-rata for the period
of employment during the year. The bonus was based on the original targets for the full financial year, with the outcome explained
onpage 108 and the value received set out in the single figure of remuneration table on page 108. The bonus was paid fully in cash.
In view of Bindi’s retirement after 19 years with Senior, the Remuneration Committee determined that Bindi would be treated as a
‘good leaver’ in respect of her unvested share awards. Her deferred bonus awards will vest on the original vesting dates. Her 2023
and2024 LTIP awards will vest on the original vesting dates, subject to the performance outcome and reduced on a time pro-rata
basis. The post-employment shareholding requirements (described on page 105) will apply.
No other payments will be made in respect of Bindi’s retirement.
Fees received for outside appointments
The Board supports executive Directors taking up appointments outside the Company to broaden their knowledge and experience.
Each executive Director is permitted to accept one non-executive appointment from which they may retain any fee. Any external
appointment must not conflict with a Director’s commitments to Senior plc. Details of the outside appointments held by the executive
Directors are set out below:
Directors Outside appointment
David Squires Mpac Group plc
Alpna Amar Chemring Group PLC
Bindi Foyle Avon Technologies plc
Shareholder dilution
1.92%3.08%
Discretionary
schemes
(maximum 5%)
All schemes
(maximum 10%)
4.19% 5.81%
Shares awarded as % of issued shares
Headroom
The Company complies with the dilution guidelines contained within The Investment Association Principles of Executive
Remuneration.
During 2025, all share awards were satisfied using market-purchased shares. The Remuneration Committee monitors the flow rates
of the Company’s share plans, in particular before new share awards are made, to ensure the flow rates remain within the Investment
Association dilution guidelines.
REMUNERATION continued
2025 REMUNERATION REPORT:ANNUAL REPORT ONREMUNERATION continued
Financials statements Additional information
110 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
Statement of Directors’ shareholding and share interests (audited information)
The Remuneration Committee encourages Directors to own shares in the Company and, in support of this policy, it expects executive
Directors to retain at least 50% of the shares that vest under the LTIP awards and the deferred share element of the bonus, after
allowing for tax liabilities, until a shareholding equivalent in value to 200% of base salary is built up.
The table below shows how each Director complies with this requirement. Shares are valued using the Company’s closing share price
on 31 December 2025 of 194.8p (31 December 2024 – 159.6p).
Unvested awards, not subject
to performance conditions
Executive Directors
Number of shares
required to be held
(equivalent to 200%
of basic salary at
31December 2025)
Number of shares
held (including
unvested deferred
shares net of tax) at
31 December 2025
Share ownership
requirements met
Unvested
awards,subject
to performance
conditions Sharesave
Total deferred
share award
David Squires 646,817 1,296,906 Ye s 2,278,553 10,088 304,217
Alpna Amar 410,678 149,510 No 700,462 12,508 –
1 The minimum threshold was exceeded for one of the three performance conditions attached to David Squires’ 2023 LTIP award over 747,770 shares (included within his LTIP award figures
above) and therefore 235,298 shares of this award (together with dividend equivalent shares) shall vest in March2026.
The interests of Directors have remained unchanged between the date of the review and the date of the signing of the Annual Report
& Accounts 2025.
Number of shares
owned outright
(including connected
persons) at
31 December 2024
Shares vested
during 2025
Shares retained
from 2025
vested shares
Shares purchased
during 2025
Number of shares
owned outright
(including connected
persons) at
31 December 2025
(ordate of
stepping down)
Executive Directors
David Squires 989,406 276,582 146,265 0 1,135,671
Alpna Amar – 282,703 149,510 0 149,510
Non-executive Directors
Ian King 914,297 – – 75,000 989,297
Zoe Clements – – – 15,000 15,000
Barbara Jeremiah 25,000 – – – 25,000
Graham Oldroyd – – – 52,500 52,500
Rajiv Sharma 15,000 – – – 15,000
Joe Vorih 7,500 – – – 7,500
Mary Waldner 10,000 – – 10,000 20,000
Financials statements Additional information
111 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Included within the Executive Directors’ holdings are 325,000 shares that David Squires purchased.
Bindi Foyle and Susan Brennan stepped down from the Board during the year; their shareholdings at the date of stepping down were
558,919 shares and 5,900 shares respectively.
Performance graph
Senior plc total shareholder return
The following TSR graph compares the total shareholder return of the Company’s shares against the FTSE All-Share, Aerospace
&Defence index, and the FTSE 250 index over a 10-year period (where dividends are included gross of tax). This graph allows
acomparison to be made against organisations facing broadly similar economic and market conditions as the Company.
0
100
200
300
400
500
600
Dec 24 Dec 25Dec 23Dec 22Dec 21
Dec 20
Dec 19Dec 18Dec 17Dec 16Dec 15
FTSE All-Share A&D
Senior FTSE250
Source: Datastream
Remuneration of Group Chief Executive Officer
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
CEO single figure of total remuneration (£000s) 790 1,009 1,107 1,203 917 1,350 1,388 2,136 1,060 2,102
Annual variable element award rates against
maximum opportunity (%) 31 79 75 58 40 100 100 85.4 20 93.3
Long-term incentive vesting rates against
maximum opportunity (%) 0 0 0 28 0 0 0 66.7 12 31.5%
Relationship between executive Director and employee pay
The Remuneration Policy for the executive Directors is designed taking into account the policy for employees across the Group
asawhole. There are some differences in the structure of the Remuneration Policy for the executive Directors and other senior
employees, which the Remuneration Committee believes are necessary to reflect the different levels of responsibility of employees
across the Company and reflect different market norms for different roles. The key differences in remuneration policy between the
executive Directors and employees across the Group are the increased emphasis on performance-related pay and the inclusion
ofashare-based long-term incentive plan for executive Directors.
The majority of senior managers are eligible to participate in annual bonus arrangements with challenging targets tied to the
performance of their operating business, Division and the Group’s performance.
Long-term incentives are provided to the most senior executives and those anticipated as having the greatest potential to influence
performance levels within the Company. A lower aggregate incentive quantum operates below the senior executive level, with levels
driven by the impact of the role and market comparatives.
Awards under the Restricted Share Award Plan, a deferred share award plan without performance conditions, are a retention tool and
are made to selected individuals who do not typically benefit from other long-term incentives but are considered to have significant
potential or are key contributors.
In order to encourage wider employee share ownership, the Company operates a Sharesave Plan in which employees in the UK,
North America and continental Europe, including executive Directors, may participate.
The pension contributions of the executive Directors (15% of base salary) aligns with the pension contribution available to the majority
of the UK workforce.
REMUNERATION continued
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Financials statements Additional information
112 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
How employees’ pay is taken into account when setting executive Director remuneration
The Committee also reviews the salaries of senior corporate, divisional and operational managers and therefore is fully cognisant of
pay levels in the Group when determining the pay of the executive Directors.
In addition, the Committee’s policy is that salary increases for the executive Directors and senior executives should not normally be
greater than the general level of increases awarded to other senior managers in Europe and North America, other than when an
executive changes role or when it is necessary in order to ensure levels of remuneration remain market competitive.
We continue to be vigilant regarding rates of pay and the cost of living, ensuring we are paying people fairly for the work they do,
andbenchmarking pay rates in local markets, making adjustments if appropriate and focusing higher relative salary increases on
operations employees.
The Company consulted with UK employee representatives in 2025 regarding executive Director remuneration.
Percentage change in remuneration of Directors
The table below shows how the percentage changes in Directors’ salary, benefits and bonus between 2020 and 2021, 2021
and2022, 2022 and 2023, 2023 and 2024, and between 2024 and 2025 compared with the percentage change in the average
ofeachof those components of pay for Senior plc employees. Employees who joined or left in either year have been excluded
toprevent distortion.
Change (%)
David
Squires
Alpna
Amar
Bindi
Foyle
Ian
King
Susan
Brennan
Zoe
Clements
Barbara
Jeremiah
3
Graham
Oldroyd
Rajiv
Sharma
Joe
Vorih
Mary
Waldner
3
Senior plc
Employees
excluding
Directors
2024
vs
2025
Salary¹ ² 2.4% N/A -60.1% 2.1% -66.9% 207.5% 1.8% N/A 2.5% 2.5% 1.9% 4.0%
Taxable
benefits and
allowances
4.7% N/A -62.0% – – – – – – – – 43.5%
Bonus 377.9% N/A 86.3% – – – – – – – – 359.8%
2023
vs
2024
Salary 4.8% N/A 5.0% 4.8% 4.4% N/A 15.1% N/A 4.4% N/A 13.2% 7.3%
Taxable
benefits
and
allowances
2.4% N/A 4.1% – – – – – – – – 8.0%
Bonus -70.6% N/A -70.5% – – – – – – – – -69.1%
2022
vs
2023
Salary 5.4% N/A 5.5% 5.6% 5.5% N/A 30.7% N/A 5.5% N/A 25.6% 7.3%
Taxable
benefits
and
allowances
19.8% – 81.9% – – – – – – – – -0.2%
Bonus -10.0% – -9.8% – – – – – – – – -10.7%
2021
vs
2022
Salary 3.2% N/A 5.0% 3.1% 2.8% N/A N/A N/A 2.8% N/A N/A 6.7%
Taxable
benefits
and
allowances
-12.3% – -44.3% – – – – – – – – 7.0%
Bonus 3.2% – 5.0% – – – – – – – – 6.7%
2020
vs
2021
Salary 0% N/A 0% 3.1% 2.8% N/A N/A N/A 0% N/A N/A 3.3%
Taxable
benefits
and
allowances
3.4% – 4.8% – – – – – – – – 2.0%
Bonus 150.0% – 150.0% – – – – – – – – 158.6%
1 The Salary percentage change figure also includes any merit increases awarded to Directors and employees. The percentage change of salary percentage change figures for the 2021 and 2020
comparison are calculated using the 2020 salaries before the voluntary reduction in salaries and fees for the Directors and some Senior plc employees during the pandemic.
2 During 2024, Zoe Clements joined the Board part way through the year. During 2025, Alpna Amar joined the Board, and Susan Brennan and Bindi Foyle retired from the Board.
3 In April 2023, Barbara Jeremiah was appointed the Senior Independent Director and the Chair of the Remuneration Committee and Mary Waldner was appointed the Chair of the Audit
Committee and the Director with responsibility for employee engagement, and their respective fees were adjusted accordingly at that time.
Financials statements Additional information
113 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
CEO pay ratio narrative
In 2025, Senior plc adopted Method A for calculating the CEO pay ratio, as it provides a more statistically robust approach by using the
full UK employee dataset rather than three sample roles. This improves accuracy, reduces year on year volatility, and ensures that the
ratios presented in the accompanying table are consistently representative. Leavers were excluded, and full time equivalent pay and
benefits were assessed across all UK employing entities to identify the 25th, 50th and 75th percentile comparators.
The year on year movement mainly reflects differing bonus outcomes, with employee bonuses decreasing while the CEO’s bonus
increased in 2025. The 2025 figure also includes the vesting of the 2023 LTIP at 31.46% of total potential, contributing to the overall
change. Once performance-linked elements are removed, the underlying CEO-to-median pay relationship remains broadly stable,
illustrating that fluctuations are primarily driven by variable remuneration rather than structural shifts in pay.
Pay ratio
Year Method
1
25th percentile 50th percentile 75th percentile
2025 A 43 : 1 36 : 1 29 : 1
2024 B 33 : 1 31 : 1 24 : 1
2023 B 78 : 1 57 : 1 45 : 1
2022 B 51 : 1 44 : 1 36 : 1
2021 B 53 : 1 49 : 1 33 : 1
2020(2) B 25 : 1 20 : 1 16 : 1
2019 B 53 : 1 39 : 1 32 : 1
1 Method A was selected as the most appropriate basis for selecting the 25th percentile, median and 75th percentile pay ratios.
2 The pay ratios in 2020 had been impacted by the pandemic leading to significant numbers of employees being on furlough and/or made redundant, as well as reduced total remuneration for
theCEO.
Year 2025 25th percentile 50th percentile 75th percentile
Total £ 30,732 £ 36,337 £ 46,057
Relative importance of spend on pay
The following table sets out the percentage change in profit, dividends and overall spend on pay in the financial year ended
31 December 2025 compared with the financial year ended 31 December 2024.
2025
£m
2024
£m
Percentage
change
Employee remuneration costs (excluding social security) 274.6 272.3 0.8%
Adjusted profit before tax 54.4 33.0 64.8%
Dividends paid 10.3 10.1 2.0%
Summary of the Committee’s Terms of Reference
The Terms of Reference of the Remuneration Committee, available in full on the Company’s website, are summarised below:
determine and agree with the Board the framework or broad policy for the remuneration of the Chair of the Board, the executive
Directors and other members of the executive management as it is designated to consider;
within the terms of the agreed Policy and in consultation with the Chair of the Remuneration Committee and/or Group Chief
Executive Officer, as appropriate, determine the total individual remuneration package of the Chair of the Board, each executive
Director, and other designated senior executives including bonuses, incentive payments and share options or other share awards;
approve the design of, and determine targets for, any performance-related pay plans operated by the Company and approve the
total annual payments made under such plans;
review the design of all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year
whether awards will be made and, if so, the overall amount of such awards, the individual awards to executive Directors, and other
designated senior executives and the performance targets to be used; and
oversee any major changes in employee benefits structures throughout the Group.
REMUNERATION continued
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Financials statements Additional information
114 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
Members
The Remuneration Committee consists entirely of non-executiveDirectors.
Member
Number
ofmeetings
durin gterm
1
Number
ofmeetings
attended
Barbara Jeremiah – Chair 4 4
Susan Brennan 1 1
Zoe Clements 4 4
Ian King 4 4
Graham Oldroyd
2
3 3
Rajiv Sharma 4 4
Joe Vorih 4 4
Mary Waldner 4 4
1 The full Committee met 4 times in 2025. In addition, authority was delegated to two members of the Committee, Barbara Jeremiah and Ian King, to hold 7 additional meetings to confirm the
granting and vesting of share awards.
2 Graham Oldroyd was appointed to the Board on 28 May 2025 and attended all of the meetings that were held in 2025 following his appointment.
Other attendees at Remuneration Committee meetings
The Group Chief Executive Officer and EVP HR attend meetings by invitation and the Group Company Secretary acts as secretary to
the Committee but no executive Director or other employee is present during discussions relating to his or her own remuneration.
Advisers
Before recommending proposals for Board approval, the Remuneration Committee may seek advice from external remuneration
consultants to ensure that it is fully aware of comparative external remuneration practice as well as shareholder, legislative and
regulatory developments. The Committee also considers publicly available sources of information relating to executive remuneration.
The Committee does not have a formal policy of subjecting its remuneration consultants to a regular fixed-term rotation, although the
Committee remains cognisant of the need to seek objective advice and good value whilst also benefiting from the consultants’
knowledge of the Company. During 2024, the Committee appointed Alvarez & Marsal as its remuneration adviser following a
competitive tender process.
All advisers to the Remuneration Committee are appointed and instructed by the Committee. During the year, the Committee was
advised by Alvarez & Marsal in relation to remuneration advice and benchmarking, LTIP performance monitoring and the provision of
LTIP advice. During 2025, the Company incurred fees of £83,150 from Alvarez & Marsal and £4,500 from FIT Remuneration
Consultants, and these costs were based on a combination of hourly rates and fixed fees for specific items of work. Alvarez & Marsal
and FIT Remuneration Consultants are members of the Remuneration Consultants Group and adhere to its Code in relation to
executive remuneration consulting in the UK. They have no other connections with the Company or its Directors. The Committee is
satisfied that the advice it has received during 2025 has been objective and independent.
Principal activities and matters addressed during 2025
The Committee has a calendar of standard items within its remit and in addition it held in-depth discussions on specific topics during
the year. The Committee met 4 times during the year. In addition, authority was delegated to two members of the Committee to hold
additional meetings to confirm the grant and vesting of share awards. The table below shows the items considered at each meeting,
with the meetings in February and March being where the key decisions regarding performance, outcomes and grants for the coming
year are determined.
Financials statements Additional information
115 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Standard agenda items Ad hoc items
February Review of performance and outcomes under the Annual Bonus and Deferred Bonus Award.
Review of performance and vesting under long-term incentives.
Determine incentive structure for the 2025 financial year including finalisation of targets.
Review and approve draft Remuneration Report.
Review gender pay gap
reporting andCEO pay ratio.
March Confirmation of grants of LTIP Award, Deferred Bonus Awards and Restricted Share Awards.
Confirmation of vesting of LTIP Awards, Deferred Bonus Awards and Restricted Share Awards.
April Confirmation of grants of
Sharesave Awards to
employees.
Confirmation of grants of LTIP
and Restricted Share Awards to
a limited number of executives.
Confirmation of vesting of
Deferred Bonus Awards and
Restricted Share Awards to a
limited number of executives.
September Review of Committee’s Terms of Reference.
Review of annual Committee timetable.
Committee continuing development programme.
Review performance of Remuneration advisors.
Review of share ownership guidelines for executive Directors and PDMR.
Review of share dilution.
Overview of employees’ remuneration and executive Director compensation market update.
Initial assessment of annual salary increases.
Discussion of principles for Target adjustment of in-flight variable rewards due to
Aerostructuresdivestiture.
Review of updated draft
Sharesave Plan rules.
Review of vesting of
outstanding LTIP awards for
deceased executive.
December (two
meetings)
Review and approval of Directors’ and senior managers’ remuneration for the following
financialyear taking into consideration available salary market data.
Performance update on outstanding incentive and bonus awards.
Discussion on 2026 LTIP and bonus targets; and associated shareholder consultation.
Determine remuneration of the Chair of the Board.
Review feedback from
employeeconsultation.
Statement of voting at General Meeting
At the AGM held on 25 April 2025, shareholder votes on the Directors’ Remuneration Report were cast as follows:
Voting For Against Total Withheld
1
Reason for vote
against, (if known)
Action taken by
Committee
Remuneration Report Votes 330,470,497 7,585,854 338,056,351 25,317 N/A N/A
% 97.76% 2,24% 100% N/A
At the AGM held on 26 April 2024, shareholder votes on the Remuneration Policy were cast as follows:
Voting For Against Total Withheld
1
Reason for vote
against, (if known)
Action taken by
Committee
Remuneration Policy Votes 326,312,097 26,721,279 353,033,376 30,357 N/A N/A
% 92.43% 7.57% 100% N/A
1 A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast “For” and “Against” a resolution.
About this Report
This report has been prepared in accordance with the Directors’ Remuneration Reporting Regulations and the relevant provisions of
the UK Listing Rules of the Financial Conduct Authority. Parts of the Annual Report on Remuneration are subject to audit, as indicated
within this Report.
Approval of the Directors’ Remuneration Report
The Directors’ Remuneration Report was approved by the Board on 27 February 2026.
Signed on behalf of the Board
Barbara Jeremiah
Chair of the Remuneration Committee
27 February 2026
REMUNERATION continued
2025 REMUNERATION REPORT:ANNUAL REPORT ONREMUNERATION continued
Financials statements Additional information
116 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
REPORT OF THE DIRECTORS
Amendment of Articles of Association
The Articles may be amended by special
resolution of the shareholders.
Change of control
The Company and its subsidiaries are
party to a number of agreements that
mayallow the counterparties to alter
orterminate the arrangements on a
change of control of the Company
following atakeover bid, such as bank
loanagreements, employee share plans,
commercial and customer contracts and
property leasearrangements.
Other than as referred to in the next
paragraph, none of these are considered
by the Company to be significant in
termsof their likely impact on the Group
asawhole.
In the event of a change of control of
theCompany, the Group’s main loan
agreements allow the lenders to
renegotiate terms or give notice of
repayment for all outstanding amounts
under the relevant facilities.
The Company does not have agreements
with any director or employee that would
provide compensation for loss of office or
employment specifically resulting from a
takeover, although the provisions of the
Company’s share schemes include a
discretion to allow awards granted to
directors and employees under such
schemes to vest in those circumstances.
Conflicts of interest
The Board has a procedure for identifying
and managing Directors’ potential
conflicts of interest. The Group Company
Secretary maintains the Register of
Directors’ Potential Conflicts of Interest.
Directors are required to declare their own
potential conflicts, together with those of
their close family members, their partners,
any trust to which they are a beneficiary, a
corporate body in which they have a 20%
interest or above, or a firm in which they
are a partner. The Directors review and
confirm their Register entries at least
annually. At every Board meeting, the
Directors are required to declare if they
have any potential conflicts of interest in
the business to be discussed at the
meeting. In 2025, the Directors confirmed
there were no potential or actual conflicts
of interest.
Directors’ indemnities
Qualifying third-party indemnity
provisions for the benefit of the Directors
were renewed by the Company during
theyear and remain in force at the date of
this Report.
Its Group undertakings are shown on
pages 186-187. As at 31 December
2025,fiveof the Company’s operating
businesses and the Group head office
arelocated in the UK and 20 in the Rest
oftheWorld.
Dividends
An interim dividend of 0.85 pence per
share (2024 – 0.75 pence) has already
been paid and the Directors recommend
a2025 final dividend of 2.15 pence per
share (2024 – 1.65 pence). The final
dividend, if approved, will be payable
on29 May 2026 to shareholders on the
Register of Members at the close of
business on 1 May 2026. This would bring
the total dividend for the year to 3.00
pence per share (2024 – 2.40 pence).
Policy on employee disability
Senior provides support, training and
development opportunities to all our
employees irrespective of any disabilities
they may have. We give full and fair
consideration to disabled applicants, and
where an existing employee becomes
disabled during their employment, we will
make every effort to ensure they are able
to continue working for Senior in their
original or an alternative role.
Employee share plans
Details of employee share plans are set
out in Note 32.
Restrictions on transfer of shares
There are no specific restrictions on the
size of a holding nor on the transfer of
shares, which are both governed by the
general provisions of the Company’s
Articles of Association and prevailing
legislation. The Directors are not aware
ofany agreements between holders of
the Company’s shares that may result in
restrictions on the transfer of securities or
on voting rights. No person has any special
rights of control over the Company’s share
capital, and all issued shares are fully paid.
Directors
With regard to the appointment and
replacement of Directors, the Company
isgoverned by its Articles of Association,
the UK Corporate Governance Code
2024,the Companies Act 2006 and
related legislation. The powers of
Directors are described in the Matters
Reserved for theSenior plc Board, which
may be foundon the Company’s website.
Eachyear, shareholder approval is sought
to renew the Board’s authority to allot
relevant securities.
The Directors present their Report and
supplementary reports, togetherwith the
audited Financial Statements for the year
ended 31December 2025.
Acquisitions and disposals 168
Corporate governance statement
ofcompliance 73
Directors 74-76
Directors’ share interests 111
Stakeholder engagement 24
Future developments 14
Greenhouse gas emissions 49
Anti-bribery 55
Modern slavery 55
Related party transactions 185
Risk management 56
Section 172 statement 81
Share capital 183
Use of Financial Instruments 139
Whistle-blowing 55
This Directors’ Report, together with the
information in the Strategic Report, forms
the management report for the purposes
of DTR 4.1.8R. The Strategic Report, the
Governance Report, which includes this
Directors’ Report, and any notes to the
Financial Statements include information
that would otherwise be included in the
Directors’ Report required under the
Companies Act 2006.
Disclosures located elsewhere in the
AnnualReport & Accounts 2025
The Strategic Report on pages 1 to 71
includes details of Senior’s Business
Model, strategic priorities, financial and
non-financial key performance indicators,
risks and uncertainties, market overview,
key growth drivers and a summary of the
Group’s 2025 performance.
Activities and business review
Senior plc is a holding company.
Thenature of the Group’s operations and
its principal activities are set out in the
Strategic Report on pages 1 to 71.
Financials statements Additional information
117 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Following this process, KPMG which
has served as the Group’s External
Auditor since their appointment for the
financial year commencing 1 January
2017, was recommend by the Board to
be re-appointed as the Group’s External
Auditor for the financial year commencing
1 January 2027. KPMG’s re-appointment
was last approved by the Company’s
shareholders at the 2025 AGM. In
accordance with Section 489 of the
Companies Act 2006, a resolution for
the re-appointment of KPMG as Auditor
of the Company is to be proposed at the
2026 AGM.
By Order of the Board
Andrew Bodenham
Group Company Secretary
27 February 2026
Authority to purchase the Company’s
ownshares
The Company purchased no ordinary
shares of 10 pence each in the capital of
the Company; 3,888,256 shares in the
Company (2024 – 4,148,205 shares) were
purchased by the Senior plc Employee
Benefit Trust in the year to satisfy the
future vesting of executive share awards
and employee share plans. At the end of
the year, the Directors had authority,
under a shareholders’ resolution dated
25 April 2025, to make market purchases
of the Company’s shares up to an
aggregate nominal amount of £42m
(2024– £42m), which represented
approximately 10% of the issued share
capital of the Company. A resolution to
renew this authority will be proposed
atthe forthcoming AGM.
Disclosure of information to auditor
Each of the persons who is a Director of
the Company at the date of approval of
this Annual Report & Accounts confirms
that so far as the Director is aware, there is
no relevant audit information of which the
Company’s Auditor is unaware; and the
Director has taken all steps that he/she
ought to have taken as a Director in order
to make himself/herself aware of any
relevant audit information and to establish
that the Company’s Auditor is aware of
that information.
This information is given and should be
interpreted in accordance with the
provisions of Section 418 of the
Companies Act 2006.
In 2025, the Group,undertook a formal
and competitive tender process for its
external audit function, as described on
page 93. The process began in 2024, with
a selected number of audit firms receiving
an invite to tender. KPMG LLP (KPMG)
were also invited to tender. The process
involved access to a data room, detailed
meetings with management, selected site
visits and a final presentation to the Audit
Committee by each shortlisted firm.
Research and design
In 2025, the continuing Group incurred
£15.7m (2024 – £15.4m) on research
anddesign. Product development and
improving manufacturing processes
represent the primary focus of the Group’s
research anddesign activities.
Political donations
No political donations were made by the
Company or any of the Group’s operations
during the year.
Major shareholdings
The Company has been notified that the
following shareholders were interested
in3% or more of the issued share capital
of the Company:
% at
10 February
2026
Alantra Asset Management 17.24
Franklin Templeton 8.98
Vanguard Group 5.09
BlackRock 5.08
Driehaus Capital Management 3.87
Heronbridge Investment
Management 3.28
Janus Henderson Investors 3.15
So far as is known, no other shareholder
had a notifiable interest amounting
to3%or more of the issued share
capitalof the Company, and the
Directorsbelieve that the close company
provisions of the Income and Corporation
Taxes Act 1988(as amended) do not
applyto the Company.
Annual General Meeting
The Notice of Annual General Meeting
describes the business to be considered
at the AGM to be held at 11.30 am on
Friday 8 May 2026 at Senior plc,
59/61High Street, Rickmansworth,
Hertfordshire, WD3 1RH. Please see
theNotice of Annual General Meeting
2026 for the details of the AGM; a copy
ofthe Notice can be found on the
Company’s website.
REPORT OF THE DIRECTORS continued
Financials statements Additional information
118 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
STATEMENT OF DIRECTORS’
RESPONSIBILITIES IN RESPECT
OF THE ANNUAL REPORT AND
THE FINANCIAL STATEMENTS
Responsibility statement of the Directors in
respect of the annual financial report ]
We confirm that to the best of our
knowledge:
the Financial Statements, prepared in
accordance with the applicable set
ofaccounting standards, give a true
andfair viewof the assets, liabilities,
financial position and profit or loss of
theCompany and the undertakings
included in the consolidation taken
asawhole; and
the Strategic Report includes a
fairreview of the development
andperformance of the business
andtheposition of the issuer and
theundertakings included in the
consolidation taken as a whole,
together with a description of the
principal risks and uncertainties that
they face.
We consider the Annual Report and
Accounts, taken as a whole, is fair,
balanced and understandable and
provides the information necessary for
shareholders to assess the Group’s
position and performance, business
model and strategy.
David Squires Alpna Amar
Group Chief Chief Financial
Executive Officer Officer
27 February 2026 27 February 2026
The Directors are responsible for
keepingadequate accounting records
thatare sufficient to show and explain
theParent Company’s transactions and
disclose withreasonable accuracy at any
time the financial position of theParent
Company and enable them to ensure
thatits Financial Statements comply
withtheCompanies Act 2006. They are
responsible forsuch internal control
asthey determine is necessary to enable
the preparation of Financial Statements
that are free from material misstatement,
whether due to fraud or error, and have
general responsibility for taking such
steps as are reasonably open to them
tosafeguard the assets of the Group
andto prevent and detect fraud and
otherirregularities.
Under applicable law and regulations,
theDirectors are also responsible for
preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report
and Corporate Governance Statement
that complies with thatlaw and those
regulations.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on
theCompany’s website. Legislation in
theUKgoverning the preparation and
dissemination of Financial Statements
may differ from legislation in other
jurisdictions.
In accordance with Disclosure Guidance
and Transparency Rule (“DTR”) 4.1.16R,
the Financial Statements will form part of
the Annual Financial Report prepared
under DTR 4.1.17R and 4.1.18R. The
auditor’s report on these Financial
Statements provides no assurance over
whether the Annual Financial Report has
been prepared in accordance with those
requirements.
The Directors are responsible for
preparing theAnnual Report and the
Group and Parent Company Financial
Statements in accordance with applicable
law and regulations.
Company law requires the Directors to
prepare Group and Parent Company
Financial Statements for each financial
year. Under that law they arerequired to
prepare the Group Financial Statements in
accordance with UK-adopted international
accounting standards and applicable law
and have elected to prepare theParent
Company Financial Statements in
accordance with UK accounting standards
andapplicable law, including FRS 101
ReducedDisclosure Framework.
Under company law the Directors must
not approve the Financial Statements
unless they aresatisfied that they give a
true and fair view ofthe state of affairs of
the Group and Parent Company and of
theGroup’s profit or loss for that period.
Inpreparing each of the Group andParent
Company Financial Statements,
theDirectors are required to:
select suitable accounting policies and
thenapply them consistently;
make judgements and estimates
thatare reasonable, relevant, reliable
and prudent;
for the Group Financial Statements,
state whether they have been prepared
in accordance with UK-adopted
international accounting standards;
for the Parent Company Financial
Statements, state whether applicable
UK accounting standards have been
followed, subject to any material
departures disclosed and explained
inthe Parent Company Financial
Statements;
assess the Group and Parent
Company’s ability to continue as a
goingconcern, disclosing, as applicable,
matters related togoing concern; and
use the going concern basis of
accounting unless they either intend
toliquidate the Group or the Parent
Company or to cease operations, or
have no realistic alternative but to do so.
Financials statements Additional information
119 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
INDEPENDENT AUDITOR’SREPORT
TO THE MEMBERS OF SENIOR PLC
1. Our opinion is unmodified
We have audited the financial statements
of Senior plc (“the Company”) for the
yearended 31 December 2025 which
comprise the Consolidated income
statement, the Consolidated Statement of
Comprehensive Income, Consolidated
Balance Sheet, Consolidated Statement
of Changes in Equity, Consolidated Cash
Flow Statement, and the related notes,
including the accounting policies in note 2
and 36.
In our opinion:
the financial statements give a true and
fair view of the state of the Group’s and
of the parent Company’s affairs as at
31 December 2025 and of the Group’s
loss for the year then ended;
the Group financial statements have
been properly prepared in accordance
with UK-adopted international
accounting standards;
the parent Company financial
statements have been properly
prepared in accordance with UK
accounting standards, including FRS
101 Reduced Disclosure Framework;
and
the financial statements have been
prepared in accordance with the
requirements of the Companies
Act 2006.
Overview
Materiality:
Groupfinancial
statements as
awhole
£3m (2024: £3.2m)
0.4% (2024: 0.3%) of
Group Revenue
Key audit matters vs 2024
Recurring risks Recoverability of the
parent Company’s
investment in its
subsidiary
Event driven New: Aerostructure
Disposal Accounting
and Disclosure
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK) (“ISAs (UK)”) and applicable law.
Ourresponsibilities are described below.
We believe that the audit evidence
wehave obtained is a sufficient and
appropriate basis for our opinion.
Ouraudit opinion is consistent with our
report to the audit committee.
We were first appointed as auditor by
theshareholders on 21 April 2017.
Theperiod of total uninterrupted
engagement is for the nine financial
years ended 31 December 2025. We
have fulfilled ourethical responsibilities
under, and weremain independent of
theGroup inaccordance with, UK ethical
requirements including the FRC Ethical
Standard as applied to listed public
interest entities. Nonon-audit services
prohibited by that standard were
provided.
Financials statements Additional information
120 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial
statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us,
including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the
efforts of the engagement team. We summarise below the key audit matters, in decreasing order of audit significance, in arriving at
our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities,
our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the
context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and
consequently are incidental to that opinion, and we do not provide a separate opinion on these matters.
The risk Our response
Aerostructures
disposalaccounting,
presentation and
disclosure
The Group recorded a
net lossbefore tax of
£42.2m ondisposal
ofAerostructures
business, with a
reported loss before
tax of £39.0m on the
discontinued
operation.
Refer to page 96
(Audit Committee
Report),page 142
(Significant accounting
policies), and note 35
(Financial disclosures).
Accounting, presentation and disclosure
As set out in Note 35, the group completed on the sale
ofthe Aerostructures business on 31 December 2025
foratotal estimated consideration of £116.8m, including
customary adjustments of £8.2m and fair value contingent
consideration receivable of £12.9m, resulting in an overall
loss on disposal before tax of £42.2m.
Accounting and disclosure
Contingent consideration receivable is measured at fair
value and has been determined based on a multiple of the
EBITDA of the disposed business for the year ended 31
December 2025, subject to specific adjustments set out in
the disposal contract. Whilst this is based on historical
figures, the process to agree on the value of this contingent
consideration has not substantially commenced between
Senior plc and the buyers. The amount of contingent
consideration recognised at the year-end impacts the
overall loss on disposal recognised.
We do not consider that there is a significant risk of
material misstatement relating to the disposal and
associated accounting and disclosure, as there are no
underlying significant judgements or areas of significant
estimation uncertainty.
We determine that the accounting and disclosure of the
overall loss on disposal, forms part of the key audit matter,
owing to it being a material significant unusual transaction.
This required a significant allocation of resources in the
audit. The financial statements (note 35) disclose
contractual range of outcomes.
Discontinued operations presentation
The Aerostructures trading results for the period
to31December have been presented as a part of
discontinued operations, and the comparative results
havebeen restated on a consistent basis.
We determined that the discontinued operations
presentation also forms part of the key audit matter due to
the pervasive impact on the presentation of the financial
statements. These matters required a significant allocation
of resources in the audit and directing the efforts of the
engagement team.
Our procedures included:
– Assessing the judgement – Discontinued Operation:
Weevaluated the accountingjudgement against thecriteria in
IFRS 5 for classifying the disposed business as a discontinued
operation.
– Assessing methodology: We assessed the appropriateness of
themethodology applied by the directors to calculate the loss
on disposal, against the terms of the disposal contract.
– Test of details: We recalculated theloss on disposal, and
agreed the elements included in the calculation to supporting
documentation, such as relevant invoices or contracts in
support ofspecific adjustments or disposal costs. We also
considered whether there were further adjustments to be
included in the calculation of contingent consideration.
– Enquiry of lawyers and advisors: We assessed the views of the
company’s lawyers and advisors as to the appropriate
interpretation of the commercial agreement.
– Assessing transparency: We evaluated the completeness,
accuracy and relevance of disclosures, including disclosures
about sensitivities, and presentation and disclosure of
discontinued operations.
We performed the tests above rather than seeking to rely on any
of the Group’s controls because the nature of the balance is such
that we would expect to obtain audit evidence primarily through
the detailed procedures described.
Our results
– We found the calculation of the loss on disposal, including the
contingent consideration, and presentation of discontinued
operations to be acceptable.
Financials statements Additional information
121 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
INDEPENDENT AUDITOR’SREPORT TO THE MEMBERS OF SENIOR PLC continued
The risk Our response
Recoverability of the
parent Company’s
investment in
itssubsidiary
The parent Company
recorded an
investment carrying
value of £259.9m as
at31 December 2025
(2024: £259.9m)
Refer to page 181
(accounting policy) and
page 181 (financial
disclosures).
Low risk, high value:
The carrying amount of the parent Company’s investment
in its subsidiary represents 50% (2024: 56%) of its total
assets. Its recoverability is notat a high risk of significant
misstatement or subject to significant judgement.
However, due to its materiality in the context of the parent
Company financial statements, this is considered to be the
area that had the greatest effect on our overall parent
Company audit.
Our procedures included:
– Test of detail: We compared thecarrying amount of the
investment with the relevant subsidiary’s draft statutory
balance sheet to identify whetherits net assets, being an
approximation of its minimum recoverable amount, was in
excess of its’carrying amount and assessed whether the
subsidiary has historically been profit-making.
– Assessing subsidiary audits: Assessed the work performed
bythe subsidiary audit team andconsidered the results of
thatwork on the investment subsidiary’s profits and
netassets.
We performed the tests above rather than seeking to rely on any
of the parent Company’s controls because the nature of the
balance is such that we would expect to obtain audit evidence
primarily through the detailed procedures described.
Our results
– We found the Company’s conclusion that there is no
impairment of its investment in its subsidiary to be acceptable
(2024 result: acceptable).
We continue to perform procedures over completeness and accuracy of warranty provisions. However, following a settlement
agreement that resolved the disputed commercial position and removed the associated estimation uncertainty, we have not
assessed this as one of the most significant risks in our current year audit and, therefore, it is not separately identified in our report
thisyear.
The previous held for sale judgement risk has been converted to the new risk over the aerostructure disposal accounting and
disclosure, following the completion of the sale of Aerostructures on 31 December 2025.
Financials statements Additional information
122 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
3. Our application of materiality and an
overview of the scope of our audit
Our application of materiality
Materiality for the Group financial
statements as a whole was set at
£3.0 million (2024: £3.2 million),
determined with reference to a
benchmark of Group revenue of
whichitrepresents 0.4% (2024: 0.3%).
Following Aerostructures business
disposal, current-year materiality is
determined based on Group Revenue
from continuing operations, whereas prior
year was based on total Group revenue as
there were no discontinued operations.
We consider total revenue to be the most
appropriate benchmark as it provides a
more stable measure year on year than
Group profit before tax. Materiality for
theparent Company financial statements
as a whole was set at £1.8 million
(2024: £0.9 million), determined with
reference to a benchmark of parent
Company total assets, of which it
represents 0.3% (2024: 0.2%).
In line with our audit methodology, our
procedures on individual account balances
and disclosures were performed to a
lower threshold, performance materiality,
so as to reduce to an acceptable level the
risk that individually immaterial
misstatements in individual account
balances add up to a material amount
across the financial statements as a
whole.
Performance materiality was set at 75%
(2024: 75%) of materiality for the financial
statements as a whole, which equates
to£2.25 million (2024: £2.4 million)
fortheGroup and £1.35 million
(2024: £0.67 million) for the parent
Company. We applied this percentage
inour determination of performance
materiality because we did not identify
any factors indicating an elevated level
ofrisk.
We agreed to report to the audit
committee any corrected or uncorrected
identified misstatements exceeding
£150,000 (2024: £160,000), in addition
toother identified misstatements that
warranted reporting on qualitative
grounds.
Overview of the scope of our audit
We performed risk assessment
procedures to determine which of the
Group’s components are likely to include
risks of material misstatement to the
Group financial statements and which
procedures to perform at these
components to address those risks.
In total, we identified 31 (2024: 31)
components, having considered our
evaluation of the Group’s legal and
operational structure, and our ability to
perform audit procedures centrally.
Of those, we identified only 1 (2024: 1)
quantitatively significant component
which contained the largest percentage
oftotal revenue of the Group, for which
we performed audit procedures.
We also identified 16 (2024: 13)
components as requiring special audit
consideration, owing to the Group risk
relating to revenue.
Additionally, having considered qualitative
and quantitative factors, we selected 5
(2024: 9) components with accounts
contributing to the specific RMMs of the
Group financial statements.
Accordingly, we performed audit
procedures on 21 (2024: 23) components,
of which we involved component auditors
in performing the audit work on 20
(2024:22) components. We performed
the audit of the parent Company.
We set the component materialities,
ranging from £0.65m to £1.8m
(2024: £0.4m to £1.35m), having regard
tothe mix of size and risk profile.
Our audit procedures covered 91%
(2024: 88%) of Group revenue (continued
and discontinued combined).
We performed audit procedures in relation
to components that accounted for 91%
(2024: 90%) of Group profit before tax and
87% (2024: 89%) of Group total assets.
For the remaining components for which
we performed no audit procedures, no
component represented more than 2% of
Group total revenue, or Group total assets.
We performed analysis at an aggregated
Group level to re-examine our assessment
that there is not a reasonable possibility of
a material misstatement in these
components.
Group materiality
Group revenue Group materiality
Group revenue
£738.2m (2024: £977.1m)
£3m (2024: £3.2m)
£3m
Whole financial statements
materiality (2024: £3.2m)
£2.25m
Whole financial statements
performance materiality
(2024: £2.4m)
£1.8m
Range of materiality
at 21 components
(£0.65m-£1.8m)
2024: £0.4m to £1.35m)
£0.15m
Misstatements reported
to the audit committee
(2024: £0.16m)
Financials statements Additional information
123 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Impact of controls on our group audit
The Group utilises a diverse range of IT
systems across its operating businesses.
For all of the components that were
subject to audit procedures, we obtained
an understanding of the relevant IT
systems for the purposes of our audit
work. On this audit we take a
predominantly substantive approach in
allareas of the audit due to the diverse
nature of the Group’s information systems
and IT general controls, as well as having
considered the efficiency and
effectiveness of approaches to gaining
theappropriate audit evidence. As a result,
we appropriately planned additional
substantive testing, including in the key
transactional areas of revenue, purchases
and inventory.
As we did not rely on automated controls
on journal entries, our work to respond
tothe risk of management override of
controls considered both automated and
manual journals and additional testing
asnecessary.
GROUP REVENUE
91%
2024 – 88%
GROUP PROFIT BEFORE TAX
91%
2024 – 90%
2025
2024
GROUP TOTAL ASSETS
87%
2024 – 89%
2025
2024
Group auditor oversight
In working with component auditors, we:
Conducted risk assessment and
planning discussion meetings with each
component auditor to discuss Group
audit risks relevant to the components.
In addition we included the US and UK
component auditors in the Group level
planning discussions to facilitate the
identification of matters relevant to the
Group audit.
Issued Group audit instructions to
component auditors on the scope and
nature of their work.
Visited 3 (2024: 3) component auditors
in person as the audit progressed to
understand and evaluate their work.
Video and telephone conferences with
the component auditors were held with
those component auditors and others
that were not physically visited.
Atthese visits, meetings and video
conferences, the results of the planning
procedures and further audit
procedures communicated to us were
discussed in more detail and any further
work required by us was then
performed by the component auditors.
We inspected the work performed by
the component auditors for the purpose
of the Group audit and evaluated the
appropriateness of conclusions drawn
from the audit evidence obtained and
consistencies between communicated
findings and work performed with a
particular focus on Group risks relating
to revenue.
Our audit procedures covered the following percentage of Group revenue
(continuedanddiscontinued combined):
We performed audit procedures in relation to components that accounted for
thefollowing percentages of Group profit before tax and Group total assets:
2025
2024
INDEPENDENT AUDITOR’SREPORT TO THE MEMBERS OF SENIOR PLC continued
Financials statements Additional information
124 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
4. The impact of climate change on our audit
We have considered the potential impacts
of climate change on the financial
statements as part of planning our audit.
Climate change impacts the Group in a
variety of ways including the impact of
climate risk on the substitution of existing
products and services with lower
emissions options, increased costs to
transition to lower emissions technology
and the impact on useful lives of assets
from physical and obsolescence risks.
There is also potential reputational risk
associated with the Group’s delivery of
itsclimate related initiatives, and greater
emphasis on climate related narrative and
disclosure in the annual report.
As part of our audit we have made
enquiries of management to understand
the extent of the potential impact of
climate change risk on the Group’s
financial statements. We have performed
a risk assessment of how the impact of
climate change may affect the financial
statements and our audit. We held
discussions with our own climate change
professionals to challenge our risk
assessment, including the goodwill
impairment assessment, the estimates
made regarding useful economic lives of
property, plant and equipment, and the
valuation of inventory, recoverability of
trade receivables and going concern.
Taking into account the extent of
headroom on goodwill, the expected
remaining useful lives of property, plant
and equipment, the nature of customers
and products, our assessment is that the
climate related risks to the Group’s
business, strategy and financial planning
did not have a significant impact on our
key audit matters given the nature of
theGroup’s operations and knowledge
gained of its impact on critical accounting
estimates during our risk assessment
procedures and testing.
We have read the Group’s and the parent
Company’s disclosure of climate related
information in the front half of the annual
report as set out on pages 54 to 58 and
considered consistency with the financial
statements and our audit knowledge.
5. Going concern
The directors have prepared the financial
statements on the going concern basis as
they do not intend to liquidate the Group
orthe parent Company or to cease their
operations, and as they have concluded
that the Group’s and the parent
Company’s financial position means that
this is realistic. They have also concluded
that there are no material uncertainties
that could have cast significant doubt over
their ability to continue as a going concern
for at least a year from the date of approval
of the financial statements (“the going
concern period”).
We used our knowledge of the Group,
itsindustry, and the general economic
environment to identify the inherent risks
to its business model and analysed how
those risks might affect the Group’s and
parent Company’s financial resources or
ability to continue operations over the
going concern period. The risks that
weconsidered most likely to adversely
affectthe Group’s and parent Company’s
available financial resources and/or
metrics relevant to debt covenants over
this period were:
The impact of a global economic
downturn on the Group’s key end
markets, including increasing
inflationary pressures; and
The volatility of and disruption to supply
chain affecting critical materials or
components.
We considered whether these risks could
plausibly affect the liquidity or covenant
compliance in the going concern period by
comparing severe, but plausible downside
scenarios that could arise from these risks
individually and collectively against the
level of available financial resources and
covenants indicated by the Group’s
financial forecasts.
We considered whether the going
concern disclosure in note 2 to the
financial statements gives a full and
accurate description of the directors’
assessment of going concern, including
the identified risks and dependencies.
Weassessed the completeness of the
going concern disclosure.
Our conclusions based on this work:
we consider that the directors’ use of
the going concern basis of accounting
inthe preparation of the financial
statements is appropriate;
we have not identified, and concur with
the directors’ assessment that there
isnot, a material uncertainty related to
events or conditions that, individually or
collectively, may cast significant doubt
on the Group’s or parent Company’s
ability to continue as a going concern for
the going concern period;
we have nothing material to add or draw
attention to in relation to the directors’
statement in note 2 to the financial
statements on the use of the going
concern basis of accounting with no
material uncertainties that may cast
significant doubt over the Group and
parent Company’s use of that basis for
the going concern period, and we found
the going concern disclosure in note 2
to be acceptable; and
the related statement under the UK
Listing Rules set out on page 77 is
materially consistent with the financial
statements and our audit knowledge.
However, as we cannot predict all future
events or conditions and as subsequent
events may result in outcomes that are
inconsistent with judgements that were
reasonable at the time they were made,
the above conclusions are not a guarantee
that the Group or the parent Company will
continue in operation.
6. Fraud and breaches of laws and
regulations – ability to detect
Identifying and responding to risks of material
misstatement due to fraud
To identify risks of material misstatement
due to fraud (“fraud risks”) we assessed
events or conditions that could indicate an
incentive or pressure to commit fraud or
provide an opportunity to commit fraud.
Our risk assessment procedures included:
Enquiring of directors, those charged
with governance, internal audit,
management and inspection of policy
documentation as to the Group’s
high-level policies and procedures to
prevent and detect fraud, including the
internal audit function, and the Group’s
channel for “whistleblowing”, as well
aswhether they have knowledge of
anyactual, suspected or alleged fraud.
Reading Board and audit committee
meeting minutes.
Financials statements Additional information
125 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
Considering remuneration incentive
schemes and performance targets for
management and directors including
the long-term incentive plan for
management remuneration.
Using analytical procedures to identify
any unusual or unexpected
relationships.
To respond to identifying fraud risks.
This included holding a discussion
between the forensic specialist and the
engagement partner and engagement
manager.
We communicated identified fraud risks
throughout the audit team and remained
alert to any indications of fraud throughout
the audit. This included communication
from the Group audit team to all
component audit teams of relevant fraud
risks identified at the Group level and
request to all component audit teams
toreport to the Group audit team any
instances of fraud that could give rise to a
material misstatement at the Group level.
As required by auditing standards and
taking into account possible pressures to
meet profit targets and market consensus,
we perform procedures to address the
risk of management override of controls
and the risk of fraudulent revenue
recognition. In particular:
the risk that revenue is overstated
through recording revenues in the
wrong period;
the risk that Group and component
Management may be in a position to
make inappropriate accounting entries;
and
the risk of bias in accounting estimates
and judgements such as the
measurement of contingent
consideration, pension assumptions,
provisions for litigation and claims,
warranty claims and provision for
uncertain tax positions.
We did not identify any additional
fraudrisks.
We performed procedures including:
Identifying journal entries and other
adjustments to test for all full scope
components based on risk criteria and
comparing the identified entries to
supporting documentation. These
included those posted by unexpected
individuals, journals posted to seldom
used accounts, journals with certain
descriptions, and those with unusual
account pairings to revenue, cash
andloans.
Selecting a sample of revenue near
yearend and comparing the identified
entries to support documentation to
check that revenue is recognised in the
appropriate accounting period.
We discussed with the audit committee
matters related to actual or suspected
fraud, for which disclosure is not
necessary, and considered any
implications for our audit.
Identifying and responding to risks of material
misstatement due to non-compliance with laws
and regulations
We identified areas of laws and
regulations that could reasonably be
expected to have a material effect on the
financial statements from our general
commercial and sector experience and
through discussion with the directors (as
required by auditing standards), and
discussed with the directors the policies
and procedures regarding compliance
with laws and regulations.
As the Group is regulated, our assessment
of risks involved gaining an understanding
of the control environment including the
entity’s procedures for complying with
regulatory requirements.
We communicated identified laws and
regulations throughout our team and
remained alert to any indications of
non-compliance throughout the audit.
This included communication from the
Group audit team to all component audit
teams of relevant laws and regulations
identified at the Group level, and a request
for all component auditors to report to the
Group audit team any instances of
noncompliance with laws and regulations
that could give rise to a material
misstatement at the Group level.
The potential effect of these laws and
regulations on the financial statements
varies considerably.
Firstly, the Group is subject to laws and
regulations that directly affect the financial
statements including financial reporting
legislation (including related companies
legislation), distributable profits legislation,
pension scheme legislation and taxation
legislation, and we assessed the extent
ofcompliance with these laws and
regulations as part of our procedures on
the related financial statement items.
Secondly, the Group is subject to many
other laws and regulations where the
consequences of non-compliance could
have a material effect on amounts or
disclosures in the financial statements, for
instance through the imposition of fines or
litigation or the loss of the Group’s licence
to operate. We identified the following
areas as those most likely to have such an
effect: health and safety, data protection
regulation, environmental laws and
regulations, anti-bribery and corruption,
contract legislation, employment law and
export laws and regulations, recognising
the financial and regulated nature of the
Group’s activities. Auditing standards limit
the required audit procedures to identify
non-compliance with these laws and
regulations to enquiry of the directors
andinspection of regulatory and legal
correspondence, if any. Therefore if a
breach of operational regulations is not
disclosed to us or evident from relevant
correspondence, an audit will not detect
that breach.
Context of the ability of the audit to detect fraud or
breaches of law or regulation
Owing to the inherent limitations of
anaudit, there is an unavoidable risk
thatwemay not have detected some
materialmisstatements in the financial
statements, even though we have
properly planned and performed our
auditin accordance with auditing
standards. Forexample, the further
removed non-compliance with laws
andregulations is from the events and
transactions reflected in the financial
statements, the less likely the inherently
limited procedures required by auditing
standards would identify it.
In addition, as with any audit, there
remained a higher risk of non-detection
offraud, as these may involve collusion,
forgery, intentional omissions,
misrepresentations, or the override of
internal controls. Our audit procedures are
designed to detect material misstatement.
We are not responsible for preventing
non-compliance or fraud and cannot be
expected to detect non-compliance with
all laws and regulations.
INDEPENDENT AUDITOR’SREPORT TO THE MEMBERS OF SENIOR PLC continued
Financials statements Additional information
126 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
7. We have nothing to report on the other
information in the Annual Report
The directors are responsible for the
otherinformation presented in the
AnnualReport together with the financial
statements. Our opinion on the financial
statements does not cover the other
information and, accordingly, we do not
express an audit opinion or, except as
explicitly stated below, any form of
assurance conclusion thereon.
Our responsibility is to read the other
information and, in doing so, consider
whether, based on our financial
statements audit work, the information
therein is materially misstated or
inconsistent with the financial statements
or our audit knowledge. Based solely on
that work we have not identified material
misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other
information:
we have not identified material
misstatements in the strategic report
and the directors’ report;
in our opinion the information given
inthose reports for the financial year
isconsistent with the financial
statements; and
in our opinion those reports have been
prepared in accordance with the
Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’
Remuneration Report to be audited has
been properly prepared in accordance
with the Companies Act 2006.
Disclosures of emerging and principal risks and
longer-term viability
We are required to perform procedures
toidentify whether there is a material
inconsistency between the directors’
disclosures in respect of emerging and
principal risks and the viability statement,
and the financial statements and our
auditknowledge.
Based on those procedures, we have
nothing material to add or draw attention
to in relation to:
the directors’ confirmation within the
viability statement on page 70 that they
have carried out a robust assessment of
the emerging and principal risks facing
the Group, including those that would
threaten its business model, future
performance, solvency and liquidity;
the Risks and uncertainties disclosures
describing these risks and how
emerging risks are identified, and
explaining how they are being managed
and mitigated; and
the directors’ explanation in the viability
statement of how they have assessed
the prospects of the Group, over what
period they have done so and why
theyconsidered that period to be
appropriate, and their statement as to
whether they have a reasonable
expectation that the Group will be able
to continue in operation and meet its
liabilities as they fall due over the period
of their assessment, including any
related disclosures drawing attention
toany necessary qualifications
orassumptions.
We are also required to review the viability
statement, set out on page 83 under
theUK Listing Rules. Based on the above
procedures, we have concluded that
theabove disclosures are materially
consistent with the financial statements
and our audit knowledge.
Our work is limited to assessing these
matters in the context of only the
knowledge acquired during our financial
statements audit. As we cannot predict
allfuture events or conditions and as
subsequent events may result in
outcomes that are inconsistent with
judgements that were reasonable at the
time they were made, the absence of
anything to report on these statements is
not a guarantee as to the Group’s and
parent Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures
toidentify whether there is a material
inconsistency between the directors’
corporate governance disclosures
andthefinancial statements and our
auditknowledge.
Based on those procedures, we have
concluded that each of the following is
materially consistent with the financial
statements and our audit knowledge:
the directors’ statement that they
consider that the annual report and
financial statements taken as a whole is
fair, balanced and understandable, and
provides the information necessary for
shareholders to assess the Group’s
position and performance, business
model and strategy;
the section of the annual report
describing the work of the audit
committee, including the significant
issues that the audit committee
considered in relation to the financial
statements, and how these issues were
addressed; and
the section of the annual report
thatdescribes the review of the
effectiveness of the Group’s risk
management and internal control
systems.
We are required to review the part of
theCorporate Governance Statement
relating to the Group’s compliance with
the provisions of the UK Corporate
Governance Code specified by the UK
Listing Rules for our review. We have
nothing to report in this respect.
Financials statements Additional information
127 Senior plc Annual Report and Accounts 2025
Governance reportStrategic report
8. We have nothing to report on the other
matters on which we are required to report
by exception
Under the Companies Act 2006, we are
required to report to you if, in our opinion:
adequate accounting records have not
been kept by the parent Company, or
returns adequate for our audit have not
been received from branches not visited
by us; or
the parent Company financial
statements and the part of the
Directors’ Remuneration Report to be
audited are not in agreement with the
accounting records and returns; or
certain disclosures of directors’
remuneration specified by law are not
made; or
we have not received all the information
and explanations we require for our
audit.
We have nothing to report in these
respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement
set out on page 119, the directors are
responsible for: the preparation of the
financial statements including being
satisfied that they give a true and fair view;
such internal control as they determine
isnecessary to enable the preparation of
financial statements that are free from
material misstatement, whether due to
fraud or error; assessing the Group and
parent Company’s ability to continue as a
going concern, disclosing, as applicable,
matters related to going concern; and
using the going concern basis of
accounting unless they either intend to
liquidate the Group or the parent Company
or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from
material misstatement, whether due to
fraud or error, and to issue our opinion in
an auditor’s report. Reasonable assurance
is a high level of assurance, but does not
guarantee that an audit conducted in
accordance with ISAs (UK) will always
detect a material misstatement when it
exists. Misstatements can arise from
fraud or error and are considered material
if, individually or in aggregate, they could
reasonably be expected to influence the
economic decisions of users taken on the
basis of the financial statements.
A fuller description of our responsibilities
is provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these
financial statements in an annual financial
report prepared under Disclosure
Guidance and Transparency Rule 4.1.17R
and 4.1.18R. This auditor’s report provides
no assurance over whether the annual
financial report has been prepared in
accordance with those requirements.
10. The purpose of our audit work and to
whom we owe our responsibilities
This report is made solely to the
Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work
has been undertaken so that we might
state to the Company’s members those
matters we are required to state to them
inan auditor’s report and for no other
purpose. To the fullest extent permitted
by law, we do not accept or assume
responsibility to anyone other than the
Company and the Company’s members,
as a body, for our audit work, for this
report, or for the opinions we have
formed.
Mike Barradell
(Senior Statutory Auditor)
for and on behalf of KPMG LLP,
StatutoryAuditor
Chartered Accountants
15 Canada Square, London, E14 5GL
28 February 2026
INDEPENDENT AUDITOR’SREPORT TO THE MEMBERS OF SENIOR PLC continued
Financials statements Additional information
128 Senior plc Annual Report and Accounts 2025
Strategic report Governance report
FINANCIAL STATEMENTS
Providing an overview of
the Group’s financial performance
130 Consolidated Income Statement
131 Consolidated Statement of
Comprehensive Income
132 Consolidated Balance Sheet
133 Consolidated Statement of
Changes in Equity
134 Consolidated Cash Flow Statement
135 Notes to the Consolidated Financial
Statements
179 Company Balance Sheet
180 Company Statement of
Changes in Equity
181 Notes to the Company Financial
Statements
188 Five-year Summary
Governance report Additional informationFinancials statementsStrategic report
129 Senior plc Annual Report and Accounts 2025
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended
Year ended
a
20252024
Notes£m£m
Revenue
3
738.2
707 .4
Trading profit
44.3
45.5
Share of joint venture profit
15
3.0
1. 3
Operating profit
1
5
47.3
46.8
Finance income
7
8.6
1 1. 0
Finance costs
8
(21.5)
(19.6)
Corporate undertakings
9
(0.3)
(0.8)
Profit before tax
2
34.1
37 .4
Tax charge
10
(6.8)
(4.2)
Profit for the period from continuing operations
27.3
33.2
Loss from discontinued operations, net of tax
35
(31.5)
(7 .3)
(Loss)/profit for the period
(4.2)
25.9
Attributable to:
Equity holders of the parent from continuing operations
27.3
33.2
Equity holders of the parent from discontinued operations
(31.5)
(7 .3)
(Loss)/earnings per share
From continuing and discontinued operations
Basic
3
12
(1.02)p
6.25p
Diluted
4
12
(0.99)p
6.1 2p
From continuing operations
Basic
12
6.60p
8.0 1p
Diluted
12
6.41p
7 .84p
a
Comparative information has been re-presented to show continuing operations, see note 35.
1
Adjusted operating profit – continuing operations
9
63.6
53.0
2
Adjusted profit before tax – continuing operations
9
51.2
42.2
3
Adjusted earnings per share – continuing operations
12
9.65p
8.86p
4
Adjusted and diluted earnings per share – continuing operations
12
9.37p
8.67p
Governance report Additional information
130 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Year endedYear ended
20252024
Notes£m£m
(Loss)/profit for the period
(4.2)
25.9
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
Gains/(losses) on foreign exchange contracts – cash flow hedges during the period
9.8
(2.8)
Reclassification adjustments for losses included in profit and loss
(3.3)
(0.1)
Gains/(losses) on foreign exchange contracts – cash flow hedges
27
6.5
(2.9)
Net hedging losses and translation gains recycled to Income Statement on disposal
27
(54.6)
–
Exchange differences on translation of overseas operations
27
(11.3)
4.0
Net losses on foreign exchange contracts/debt – net investment hedges
27
(0.8)
–
Tax relating to items that may be reclassified
10
(1.7)
0.8
(61.9)
1. 9
Items that will not be reclassified subsequently to profit or loss:
Actuarial losses on defined benefit pension schemes
33
(14.8)
(4.8)
Tax relating to items that will not be reclassified
10
3.5
1. 1
(11.3)
(3.7)
Other comprehensive expense for the period, net of tax
(73.2)
(1 .8)
Total comprehensive (expense)/income for the period
(77.4)
24.1
Attributable to:
Equity holders of the parent
(77.4)
24.1
Governance report Additional information
131 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
Year endedYear ended
20252024
Notes£m£m
Non-current assets
Goodwill
13
160.9
1 95.4
Other intangible assets
14
26.7
32.1
Investment in joint venture
15
5.2
3.3
Property, plant and equipment
16
176.4
292.1
Deferred tax assets
21
28.1
27 .5
Retirement benefits
33
23.3
43.5
Trade and other receivables
18
2.0
0.4
Total non-current assets
422.6
594.3
Current assets
Inventories
17
144.9
236.0
Current tax receivables
21
2.7
2.8
Trade and other receivables
18
108.2
1 37 .2
Deferred and contingent consideration receivable
35
21.1
–
Cash and bank balances
31c
82.0
45.5
Total current assets
358.9
421 .5
Total assets
781.5
1,0 15.8
Current liabilities
Trade and other payables
23
152.4
1 96.9
Current tax liabilities
21
7.5
8.0
Lease liabilities
22, 31c
7.6
1 3.6
Bank overdrafts and loans
19
30.0
75.0
Provisions
24
14.3
1 1. 3
Contingent consideration payable
30
–
13.0
Total current liabilities
211.8
31 7 .8
Non-current liabilities
Bank and other loans
19
125.3
123.9
Retirement benefits
33
6.3
6.8
Deferred tax liabilities
21
2.3
8.2
Lease liabilities
22, 31c
36.4
62.6
Provisions
24
11.8
1 4.6
Contingent consideration payable
30
3.5
3.5
Others
23
3.8
8.5
Total non-current liabilities
189.4
228.1
Total liabilities
401.2
545.9
Net assets
380.3
469.9
Equity
Issued share capital
25
41.9
41 .9
Share premium account
25
14.8
1 4.8
Equity reserve
26
9.8
7. 8
Hedging and translation reserve
27
(22.7)
39.2
Retained earnings
28
350.0
376.7
Own shares
29
(13.5)
(1 0.5)
Equity attributable to equity holders of the parent
380.3
469.9
Total equity
380.3
469.9
The Financial Statements of Senior plc (registered number 282772) were approved by the Board of Directors and authorised for issue
on 27 February 2026. They were signed on its behalf by:
David Squires Alpna Amar
Director Director
Governance report Additional information
132 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
All equity is attributable to equity holders of the parent
Issue dShare
sharepremiumEquityHedgingTranslationRetain edOw nTot al
capitalaccountreservereservereserveearningssharesequity
Notes£m£m£m£m£m£m£m£m
Balance at 1 January 2024
41 .9
1 4.8
7. 9
(36.1)
73.4
368.0
(1 2.8)
457 .1
Profit for the year 2024
–
–
–
–
–
25.9
–
25.9
Gain on foreign exchange contracts –
cashflow hedges
27
–
–
–
(2.9)
–
–
–
(2.9)
Exchange differences on translation
ofoverseas operations
27
–
–
–
–
4.0
–
–
4.0
Actuarial losses on defined benefit
pensionschemes
33
–
–
–
–
–
(4.8)
–
(4.8)
Tax relating to components of
othercomprehensive income
10
–
–
–
0.8
–
1. 1
–
1. 9
Total comprehensive income/(expense)
fortheperiod
–
–
–
(2.1)
4.0
22.2
–
24.1
Share-based payment charge
32
–
–
4.5
–
–
–
–
4.5
Tax relating to share-based payments
10
–
–
–
–
–
(0.8)
–
(0.8)
Purchase of shares held by employee benefit
trust netofrepayments
29
–
–
–
–
–
2.1
(7 .0)
(4.9)
Use of shares held by employee benefit trust
29
–
–
–
–
–
(9.3)
9.3
–
Transfer to retained earnings
28
–
–
(4.6)
–
–
4.6
–
–
Dividends paid
11
–
–
–
–
–
(1 0.1)
–
(1 0.1)
Balance at 31 December 2024
41 .9
14.8
7. 8
(38.2)
77 .4
376.7
(1 0.5)
469.9
Loss for the year 2025
–
–
–
–
–
(4.2)
–
(4.2)
Gain on foreign exchange contracts –
cashflow hedges
27
–
–
–
6.5
–
–
–
6.5
Net hedging losses and translation gains
recycled to Income Statement on disposal
27
–
–
–
18.1
(72.7)
–
–
(54.6)
Net losses on foreign exchange contracts/
debt – net investment hedges
27
–
–
–
(0.8)
–
–
–
(0.8)
Exchange differences on translation
ofoverseas operations
27
–
–
–
–
(11.3)
–
–
(11.3)
Actuarial losses on defined benefit
pensionschemes
33
–
–
–
–
–
(14.8)
–
(14.8)
Tax relating to components of other
comprehensive income
10
–
–
–
(1.7)
–
3.5
–
1.8
Total comprehensive income/(expense)
fortheperiod
–
–
–
22.1
(84.0)
(15.5)
–
(77.4)
Share-based payment charge
32
–
–
5.1
–
–
–
–
5.1
Tax relating to share-based payments
10
–
–
–
–
–
0.4
–
0.4
Purchase of shares held by employee benefit
trust netofrepayments
29
–
–
–
–
–
–
(7.4)
(7.4)
Use of shares held by employee benefit trust
29
–
–
–
–
–
(4.4)
4.4
–
Transfer to retained earnings
28
–
–
(3.1)
–
–
3.1
–
–
Dividends paid
11
–
–
–
–
–
(10.3)
–
(10.3)
Balance at 31 December 2025
41.9
14.8
9.8
(16.1)
(6.6)
350.0
(13.5)
380.3
Governance report Additional information
133 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended
Year ended
a
2025 2024
Notes£m£m
Net cash from operating activities
31a
56.9
45.8
Investing activities
Interest received
6.5
7. 0
Proceeds on disposal of property, plant and equipment
0.3
–
Purchases of property, plant and equipment
16
(32.0)
(28.5)
Purchases of intangible assets
14
(0.6)
(1 .1)
Dividend from joint venture
15
1.0
3.0
Acquisition of Spencer
30
(13.0)
(1 0.7)
Net cash used in investing activities
(37.8)
(30.3)
Financing activities
Dividends paid
11
(10.3)
(1 0.1)
New loans
242.8
1 52.2
Repayment of borrowings
(281.4)
(1 32.0)
Purchase of shares held by employee benefit trust
(7.4)
(6.3)
Repayments from employee benefit trust
–
1. 4
Repayment of lease liabilities
(6.4)
(6.1)
Net cash used in financing activities
(62.7)
(0.9)
Net (decrease)/increase in cash and cash equivalents from continuing operations
(43.6)
1 4.6
Cash lost on disposal
(1.3)
–
Net increase/(decrease) in cash and cash equivalents from discontinued operations
35
81.3
(1 4.2)
Cash and cash equivalents at beginning of period – continuing operations
45.8
51 .5
Cash and cash equivalents at beginning of period – discontinued operations
(0.3)
(5.7)
Effect of foreign exchange rate changes
0.1
(0.7)
Cash and cash equivalents at end of period
31c
82.0
45.5
a Comparative information has been re-presented to show continuing operations, see note 35.
Governance report Additional information
134 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General information
Senior plc is a Company incorporated in England and Wales
under the Companies Act 2006. The address of the registered
office is given on the inside back cover. The nature of the
Group’s operations and its principal activities are set out in
Note 3 and on pages 1 to 71.
Items included in the Financial Statements of each of the
Group’s entities are measured using the currency of the
primary economic environment in which the entity operates
(the functional currency). These Financial Statements are
presented in Pounds Sterling, which is the Company’s
functional and the Group’s presentation currency.
2. Significant accounting policies
Basis of accounting
These Financial Statements have been prepared in accordance
with UK-adopted international accounting standards. They
have been prepared on the historical cost basis, except for the
revaluation of certain financial instruments and retirement benefit
costs measured in accordance with IAS 19.
Going concern
In determining the appropriate basis of preparation of the
Financial Statements for the year ended 31 December 2025,
the Directors are required to consider whether the Group and
Parent Company can continue in operational existence for the
foreseeable future, being a period of at least 12 months from
the date of approval of these Financial Statements (the going
concern period).
The Board has applied a robust process to assess the resilience
of the forecast out-turns. This assessment included applying
severe but plausible downside risks. To address these risks the
Board has considered mitigating factors within the Group and
Parent Company’s control that could be employed that would
address the impact and provide options to the Group and
Parent Company.
The Group has two covenants for committed borrowing facilities,
which are tested at June and December: the Group’s net debt
to EBITDA (defined in the Notes to the Financial Headlines on
page 1) must not exceed 3.0x and interest cover, the ratio of
EBITDA to interest must be higher than 3.5x. At 31 December
2025, the Group’s net debt to EBITDA was 0.9x and interest
cover was 6.6x, both comfortably within covenant limits.
In addition, as part of this assessment, the Directors have also
considered the impact of the Company having received several
proposals from potential offerors for the Company. The Directors
noted that, if any transaction were to proceed and ultimately
complete, that could result in the alteration or termination of
certain of the Company’s arrangements, such as bank loan
agreements, employee share plans, commercial contracts and
property lease arrangements. At the date of approval of these
Financial Statements, there is no certainty that any offer will be
made for the Company, as to the terms of any offer nor whether
any offer would complete. The Directors have considered
whether a scenario should be developed for a change of control
occurring. Based on the current stage of the process and a lack of
certainty as to whether a change of control will ultimately take
place the Directors have concluded that such a plausible
downside scenario involving a change of control is not necessary.
Therefore, a scenario has not been incorporated into either the
base case or any downside scenario.
Based on the above assessment, the Board has concluded that
the Group and Parent Company will continue to have adequate
financial resources to realise its assets and discharge its liabilities
as they fall due over the going concern period. Accordingly,
the Directors have formed the judgment that it is appropriate to
prepare these Consolidated Financial Statements and the Parent
Company financial statements on the going concern basis.
Changes in accounting policies
At the date of authorisation of these Financial Statements, there
are no relevant and material new standards, amendments to
standards or interpretations which are effective for the year
ended 31 December 2025.
IFRS 18 Presentation and Disclosure in Financial Statements,
issued in April 2024, will replace IAS 1 Presentation of
Financial Statements and is effective for annual reporting
periods beginning on or after 1 January 2027. The new standard
introduces revised requirements for the presentation and
structure of the Income Statement, including defined categories
of income and expenses, the introduction of mandatory
subtotals, and enhanced disclosure requirements in relation to
management-defined performance measures. The Group is
currently assessing the impact of the adoption of IFRS 18 on its
consolidated financial statements. Based on the assessment
performed to date, IFRS 18 is not expected to have a material
impact on the recognition or measurement of the Group’s assets,
liabilities, income or expenses, but is expected to result in
changes to the presentation of the Group’s Income Statement
and to the nature and extent of certain disclosures. The Group
will apply the standard retrospectively from its effective date.
Alternative performance measures used by the Group are
defined and reconciled on page 1 and note 9 and 12.
Basis of consolidation
The Consolidated Financial Statements incorporate the
Financial Statements of Senior plc and the entities controlled
by it (its subsidiaries) made up to 31 December 2025. Control
exists when an investor has power over an investee, is exposed
or has rights to variable returns from its involvement with the
investee, and has the ability to use its power to affect the amount
of those returns.
Acquisitions of subsidiaries and businesses are accounted for
using the acquisition method. The consideration transferred
for each acquisition is the aggregate of the fair values (at the
date of exchange) of assets transferred, liabilities incurred
or assumed, and equity interests issued by the Group.
The consideration transferred includes the fair value of any asset
or liability resulting from a contingent consideration arrangement.
Acquisition-related costs are expensed as incurred. Identifiable
assets acquired and liabilities and contingent liabilities assumed
are measured initially at their fair values at the acquisition date.
On an acquisition-by- acquisition basis, the Group recognises
any non-controlling interest in the acquiree either at fair value
Governance report Additional information
135 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
2. Significant accounting policies continued
Basis of consolidation continued
or at the non-controlling interest’s proportionate share of the
acquiree’s net assets. The results of subsidiaries acquired or
disposed of during the year are included in the Consolidated
Income Statement from the effective date of acquisition or up to
the effective date of disposal, as appropriate. The results of joint
ventures are accounted for using the equity accounting method.
Where necessary, adjustments are made to the Financial
Statements of subsidiaries to bring the accounting policies used
in line with those used by the Group. All intra-group transactions,
balances, income and expenses are eliminated on consolidation.
Goodwill
Goodwill arising on consolidation, which was acquired in a
business combination, is measured as the excess of the
consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition date fair value of any
previous equity interest in the acquiree over the fair value of the
Group’s share of the identifiable net assets acquired. Goodwill is
recognised as an asset and allocated, at acquisition, to the group
of cash-generating units (CGU groups) that are expected to
benefit from that business combination. If the consideration
transferred, the amount of any non-controlling interest in the
acquiree and the acquisition date fair value of any previous equity
interest in the acquiree is less than the fair value of the net assets
acquired (i.e. bargain purchase), the difference is credited to the
Consolidated Income Statement in the period of acquisition.
CGU groups to which goodwill has been allocated are tested for
impairment at least annually and reviewed for indicators of
impairment at the reporting date. If impairment indicators exist,
the individual assets within the CGUs, and the individual CGUs
excluding goodwill, are tested for impairment before the CGU
group is tested for impairment. Any impairment is recognised
immediately through the Consolidated Income Statement and is
not subsequently reversed. The determination of the recoverable
amount of the CGU group is disclosed in the Notes to the
Financial Statements (Note 13). If the recoverable amount of the
CGU group is less than its carrying amount, the impairment loss
is allocated first to reduce the carrying amount of any goodwill
allocated to the CGU group and then to the other assets of the
CGU group pro rata on the basis of the carrying amount of each
asset in the CGU group.
On disposal of a subsidiary or part thereof, the attributable
amount of goodwill is included in the determination of the profit
or loss on disposal.
Goodwill acquired in a business combination prior to the date of
transition to IFRS has been retained at the previous UK GAAP
amount subject to being tested for impairment at that date.
Revenue recognition
The Group predominantly has one revenue stream relating to
engineered components or systems (products), which are
customer specific, with a secondary revenue stream of funded
development revenue. Both streams have identifiable customer
contracts and pricing specific performance obligations.
The transaction price is the amount of consideration to which
an entity expects to be entitled in exchange for transferring
promised goods or services to a customer. Revenue is
recognised net of discounts, VAT and other sales related taxes.
The determination of the transaction price is based upon pricing
specified in the customer contract i.e. a price per unit.
Revenue is recognised as the identified performance obligations
are satisfied.
The performance obligation for goods is a specific point in time
when the customer obtains control, which is upon delivery or
when available for collection. Allocation of transaction price to
performance obligations is given in the contract i.e. a unit
delivered or available for collection.
The performance obligation for development revenue is a
specific point in time when the customer obtains control of the
output, for example a first article good, which is the acceptance
milestone specified in the customer contract.
Any portion of a change in transaction price that is allocated to
a satisfied performance obligation is recognised as revenue
when the transaction price changes.
Dividend income from investments is recognised when the
shareholders’ legal rights to receive payment have been
established, with the related cashflows being classified as
investing activities within the Consolidated Cashflow Statement.
Interest
Interest receivable/payable is credited/charged to the
Consolidated Income Statement using the effective
interest method.
Deferred and contingent consideration related to business
combinations which is paid or received, including changes in fair
value since acquisition date, is classified as investing activities
within the Consolidated Cashflow Statement. Any cash
settlement relates to obtaining control rather than settlement of
financing provided by the seller. Changes in fair value since the
acquisition date are classified as finance income/expense.
Leasing
At inception of a contract, the Group assesses whether a
contract is, or contains, a lease. A contract is, or contains, a lease
if the contract conveys a right to control the use of an identified
asset for a period of time in exchange for consideration. The
assessment of control includes whether the Group has a right to
obtain substantially all of the economic benefits from the use of
the asset throughout the period of use and the right to direct the
use of the asset.
As a lessee, the Group recognises a right-of-use asset and lease
liability at the lease commencement date. The right-of-use asset
is initially measured at cost, which comprises the initial amount of
the lease liability adjustment for any lease payments made at or
before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle or restore the
underlying asset, less any lease incentives received.
Governance report Additional information
136 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
2. Significant accounting policies continued
Lease payments comprise fixed payments and variable lease
payments based on an index or rate. The right-of-use asset
is subsequently depreciated using the straight-line method
from the commencement date to the earlier of the end of the
useful life of the asset or the end of the lease term. The lease
term includes optional extensions or terminations which
are reasonably certain to be exercised by the Group.
These optional terms are reassessed periodically or when there
is a significant event which affects the lease. The estimated
useful lives of the right-of-use assets are determined on the
same basis as those of property, plant and equipment.
Periodically the right-of-use asset is reduced for impairment,
if necessary, as well as re-measurements of the lease liability.
The lease liability is measured at amortised cost using the
effective interest method, which is initially equal to the
present value of lease payments that are not paid at the
commencement date, discounted using an incremental
borrowing rate determined on a lease portfolio basis. The lease
liability is re-measured either as a modification or reassessment.
Modification occurs where there is a change in terms, such as
rental payments, which did not form part of the original terms of
the contract. In this case, the lease liability is re-measured using
the revised terms and a revised incremental borrowing rate at
the modification date. Reassessment occurs where there are
changes within the scope of the original terms of the contract,
such as rental payments changes with reference to an index.
For reassessment changes, the lease liability is re-measured in
the same way as for a modification, except for the incremental
borrowing rate, which is not changed from the original
commencement date of the contract.
The Group has elected not to recognise right-of-use assets and
lease liabilities for short-term leases which have a lease term of
12 months or less and leases of low-value assets. The Group
recognises the lease payments associated with these leases
as an expense on a straight-line basis over the lease term. The
Group recognises lease payments received under operating
leases as income on a straight- line basis over the lease term.
Foreign currencies
Transactions in currencies other than the functional currency
are recorded at the rates of exchange prevailing on the date
of the transaction. At each reporting date, monetary assets
and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the reporting date.
Non-monetary items carried at fair value that are denominated
in foreign currencies are translated at the rates prevailing at
the date when the fair value was determined. Non-monetary
items that are measured at historical cost in a foreign currency
are not retranslated. Gains and losses arising on retranslation
are included in profit or loss for the period, except for exchange
differences arising on non-monetary assets and liabilities where
the changes in fair value are recognised directly in equity, subject
to meeting the requirements under IAS 21 .
In order to hedge its exposure to certain foreign exchange risks,
the Group enters into forward exchange contracts and foreign
currency debt (see section below on derivative financial
instruments and hedging for details of the Group’s accounting
policies in respect of such derivative financial instruments).
On consolidation, the assets and liabilities of the Group’s
overseas operations are translated at exchange rates prevailing
on the reporting date. Income and expense items are translated
at the average exchange rates for the period. Exchange rate
differences arising, if any, are classified as equity and transferred
to the Group’s translation reserve. Such translation differences
are recognised as income or expense in the period in which the
operation is disposed.
Goodwill and fair value adjustments arising on the acquisition
of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the closing rate on the relevant
reporting date.
The exchange rates for the major currencies applied in the
translation of results were as follows:
Average Average Year-end Year- end
rates rates rates rates
2025 2024 2025 2024
US Dollar
1.31
1.28
1.34
1.25
Government grants
Government grants received for items of a revenue nature are
recognised as income over the period necessary to match them
with the related costs, which are deducted in reporting the
related expense and presented net of the costs to which they
relate. Government grants relating to investment in property,
plant and equipment are deducted from the initial carrying value
of the related capital asset.
Retirement benefit costs
Payments to defined contribution retirement plans are
charged as an expense as they fall due. Payments made
to state-managed retirement benefit plans are dealt with as
payments to defined contribution plans where the Group’s
obligations under the plans are equivalent to those arising
in a defined contribution arrangement.
For defined benefit retirement plans, the cost of providing
benefits is determined using the Projected Unit Credit Method,
with actuarial valuations performed at least triennially and
updated at each reporting date. The net defined benefit liability or
asset recognised in the Consolidated Balance Sheet represents
the present value of the defined benefit obligation, reduced by
the fair value of plan assets, and is subject to the asset ceiling
where applicable.
Amounts recognised in the Consolidated Income Statement
comprise current service cost, net interest on the net defined
benefit liability or asset; and past service cost and gains or losses
on settlements where applicable.
Governance report Additional information
137 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
2. Significant accounting policies continued
Retirement benefit costs continued
Remeasurements of the net defined benefit liability or asset,
comprising actuarial gains and losses on the defined benefit
obligation, the return on plan assets (excluding amounts included
in net interest), and any change in the effect of the asset ceiling,
are recognised in other comprehensive income in the period in
which they arise. Remeasurements are not reclassified to profit
or loss in subsequent periods.
Past service cost is recognised as an expense at the earlier of the
date of a plan amendment or curtailment, and the date on which
any related restructuring or termination benefits are recognised.
Taxation
Provisions for uncertain tax positions are included within current
tax liabilities on the Consolidated Balance Sheet representing
Management’s best estimate of the likely cash outflow related
to the uncertainty. There are transactions and activities that
the Group engages in where the ultimate tax determination is
uncertain and a provision may be made against the tax benefit.
For example, the Group seeks to price transactions between
Group companies on an arm’s-length basis and in compliance
with OECD transfer pricing principles and the laws of the relevant
jurisdictions. The application of OECD principles and local tax
laws require interpretation, and accordingly involves the
application of judgment and is open to challenge by the relevant
tax authorities. This gives rise to a level of uncertainty. Provisions
for uncertain tax positions are established in accordance with
IFRIC 23 based on an assessment of the range of likely tax
outcomes in open years and reflecting the strength of technical
arguments. Amounts are provided for individual tax uncertainties
based on Management’s assessment of whether the most likely
amount or an expected amount based on a probability weighted
methodology is the more appropriate predictor of amounts that
the company is ultimately expected to settle. When making this
assessment, the Group utilises specialist in-house tax
knowledge and experience and takes into consideration
specialist tax advice from third party advisers on specific items.
Deferred tax is the tax expected to be payable or recoverable
on differences between the carrying amounts of assets and
liabilities in the Financial Statements and the corresponding tax
bases used in the computation of taxable profit, and is accounted
for using the Balance Sheet liability method. Deferred tax
liabilities are generally recognised for all taxable temporary
differences, including for taxable temporary differences arising
on investments in subsidiaries and associates, and interests in
joint ventures, except where the Group is able to control the
reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised to the extent that it is
probable that future taxable profits will be available for their
utilisation before their expiry. Amounts will be recognised first
to the extent that taxable temporary differences exist and it is
considered probable that they will reverse and give rise to future
taxable profits against which losses or other assets may be
utilised before their expiry. Assets will then be recognised to the
extent that forecasts or other evidence support the availability
of future profits against which assets may be realised.
Deferred tax assets and liabilities are not recognised if the
temporary difference arises from goodwill or from the initial
recognition of goodwill (other than in a business combination)
of other assets and liabilities in a transaction that affects neither
the Group’s taxable profit nor its accounting profit.
The carrying value of deferred tax assets is reviewed at each
reporting date and reduced to the extent it is no longer probable
that sufficient taxable profits will be available to allow all or part of
the deferred tax asset to be recovered. Deferred tax is calculated
at the tax rates that are expected to apply in the period when the
liability is settled or the asset is realised based on tax laws and
rates that have been enacted at the reporting date. Deferred tax
is charged or credited in the Consolidated Income Statement,
except when it relates to items charged or credited to Other
Comprehensive Income or directly to Equity, in which case the
deferred tax is also dealt with in Other Comprehensive Income
or Equity.
Property, plant and equipment
Land and buildings held for use in the production or supply of
goods or services, or for administrative purposes, are stated in
the Balance Sheet at their historical cost, or at modified historical
cost, being a revaluation undertaken in 1988 which has been
taken as the effective cost on transition to IFRS. Land and
buildings were revalued to fair value at the date of revaluation.
The Group does not intend to conduct annual revaluations.
Plant and equipment are stated at cost less accumulated
depreciation and any recognised impairment loss. Depreciation
is charged to write off the cost of an asset on a straight-line basis
over the estimated useful life of the asset, and is charged from
the time an asset becomes available for its intended use.
Annual rates are as follows:
Freehold land
Nil
Freehold buildings
2%
Right-of-use land and on the same basis as owned assets or,
buildings where shorter, over the lease term
Leasehold building on the same basis as owned assets or,
improvements where shorter, over the lease term
Plant and equipment
5%–33%
Right-of-use plant on the same basis as owned assets or,
and equipment where shorter, over the lease term
The Group primarily leases land and buildings for manufacturing
use. The lease term, including options to extend which are
reasonably certain, typically range from two to fifteen years.
The Group also leases plant and equipment, including office
equipment, vehicles and manufacturing equipment, with lease
terms typically ranging from one to four years.
The gain or loss arising on the disposal or retirement of an asset
is determined as the difference between the sale proceeds and
the carrying amount of the asset at disposal and is recognised
in the Consolidated Income Statement.
Governance report Additional information
138 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
2. Significant accounting policies continued
Internally generated intangible assets – development expenditure
An intangible asset arising from unfunded development work
shall be recognised if the following can be demonstrated:
i. the asset can be separately identified.
ii. it is probable that the asset created will generate future
economic benefits.
iii. the development cost of the asset can be measured reliably
during its development.
iv. it is technically feasible to complete the asset so that it will
be available for use or sale.
v. there is intention to complete the asset and use or sell it.
vi. the Group has ability to use or sell the asset.
vii. the Group has availability of adequate technical, financial
and other resources to complete the development work
and to use or sell the asset.
Internally generated intangible assets are amortised on a
straight-line basis over their useful lives. Costs incurred in
relation to funded development work are accumulated in
inventory and are recognised when the related billings are made.
Any amounts held in inventory are subject to normal inventory
valuation principles. Expenditure on research, design and other
development activities, that do not meet the capitalisation
criteria above, is recognised as an expense in the period in
which it is incurred.
Other intangible assets
Other intangible assets include computer software and
intangible assets acquired as part of a business combination.
The cost of acquiring computer software (including associated
implementation and development costs where applicable)
is classified as an intangible asset. Costs associated with
maintaining computer software programs are recognised as an
expense as incurred. Capitalised computer software is amortised
over its estimated useful life of between three and five years
on a straight-line basis, and is stated at cost less accumulated
amortisation and impairment losses. Intangible assets acquired
as part of a business combination principally comprise qualified
parts list, customer relationships, contracts and trade names.
They are shown at fair value at the date of acquisition less
accumulated amortisation. At the reporting date, Intangible
assets which incurred amortisation during the year, are being
amortised at rates of between 16 and 18 years on a straight-line
basis since acquisition date.
Impairment of tangible and intangible assets excluding goodwill
At each reporting date, the Group reviews the carrying amounts
of its tangible and intangible assets to determine whether there
is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of
the asset is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate
cash flows that are independent from other assets, the Group
estimates the recoverable amount of the cash-generating unit
to which the asset belongs.
The recoverable amount is the higher of the fair value less the
costs to sell and the value in use. In assessing the value in use,
the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to
the asset for which the estimates of future cash flows have not
been adjusted.
If the recoverable amount of an asset is estimated to be less than
its carrying amount, the carrying amount of the asset is reduced
to its recoverable amount. An impairment loss is recognised as
an expense immediately, unless the relevant asset is carried at a
revalued amount, in which case the impairment loss is treated as
a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying
amount of the asset is increased to the revised estimate of its
recoverable amount, so that the increased carrying amount
does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the
asset in prior years.
Inventories
Inventories are stated at the lower of cost and net realisable
value. Costs comprise direct materials and, where applicable,
direct labour costs and an appropriate allocation of production
overheads. Cost is calculated using the first-in, first-out method.
Net realisable value represents the estimated selling price less
the estimated costs of completion and the costs to be incurred
in marketing, selling and distribution.
Financial instruments
Financial assets and liabilities are recognised when the Group
becomes a party to the contractual provisions of the relevant
instrument and derecognised when it ceases to be a party
to such provisions.
Financial instruments are classified as cash and cash equivalents,
bank overdrafts and loans, lease liabilities, trade receivables,
trade payables, deferred consideration receivable or payable,
contingent consideration receivable or payable, other receivables
and other payables, as appropriate.
Non-derivative financial assets are categorised as Financial
assets at amortised cost and non-derivative financial liabilities
are categorised as Financial liabilities at amortised cost.
Derivative financial assets and liabilities that are not designated
and effective as hedging instruments are categorised as financial
assets at fair value through profit or loss and financial liabilities at
fair value through profit or loss, respectively. The classification
depends on the nature and purpose of the financial assets and
liabilities and is determined at the time of initial recognition.
Governance report Additional information
139 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
2. Significant accounting policies continued
Trade receivables
Trade receivables do not carry any interest and are stated at their
nominal value as reduced by loss allowance. The Group has
elected to measure loss allowance for trade receivables at an
amount equal to the lifetime expected credit losses (ECLs),
which are based on quantitative and qualitative credit risk
assessments, using historical and forward looking information.
Changes in the carrying amounts of the loss allowance are
recognised in the Consolidated Income Statement.
Trade receivables in default are considered uncollectible and
are written off against the loss allowance. The Group considers
a trade receivable to be in default when the customer is
experiencing significant financial difficulties, bankruptcy,
financial reorganisation or is in default or delinquent in
paying its credit obligations to the Group in full. Subsequent
recoveries of amounts previously written off are credited
against the loss allowance.
Trade receivables are derecognised when reverse factored,
without recourse, through schemes with financial institution
counterparties who assume the risk of non-payment by the
customer. Derecognition occurs when cash is received from
the financial institution (less reverse factoring discount).
For further details, see Strategic Report and the financial
instrument credit risk section in the notes to the Consolidated
Financial Statements.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and other
short-term highly liquid investments that are readily convertible
to a known amount of cash and are subject to an insignificant risk
of changes in value.
Non-derivative financial liabilities
Non-derivative financial liabilities are stated at amortised cost
using the effective interest method. The effective interest
method is a method of calculating the amortised financial liability
and of allocating interest 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. For borrowings, their carrying
value includes accrued interest payable, as well as unamortised
issue costs.
Equity instruments
Equity instruments issued by the Company are recorded at the
value of the proceeds received, net of direct transaction costs.
Derivative financial instruments and hedging
The Group’s activities expose it primarily to the financial risks of
changes in foreign currency exchange rates and interest rates.
The Group uses foreign exchange contracts, foreign currency
debt and, on occasion, interest rate swap contracts to hedge
these exposures. The use of financial derivatives is governed by
the Group’s Treasury Policies as approved by the Board of
Directors, which provides written principles on the use of
derivatives. The Group does not use derivative financial
instruments for speculative purposes.
Certain derivative instruments do not qualify for hedge
accounting. These are categorised as fair value through profit or
loss and are stated at fair value, with any resultant gain or loss
recognised in the Income Statement.
The Group designates certain hedging instruments in respect
of foreign currency risk as cash flow hedges. At the inception of
the hedge relationship, the Group documents the relationship
between the hedging instrument and the hedged item, along
with its risk management objectives and strategy for undertaking
various hedging transactions. The Group also documents, both at
hedge inception and on an ongoing basis, whether the hedging
instrument that is used in a hedging relationship is highly
effective in offsetting changes in fair values or cash flows of the
hedged item.
For the Group’s cash flow hedges of highly probable forecast
transactions in foreign currencies, the hedged risk is always
considered to be 1:1. If the underlying exposure changes over
time, either due to commercial factors or timing differences, the
hedging instruments will be rebalanced to ensure that the hedge
ratio of 1:1 is maintained.
Changes in the fair value of derivative financial instruments
that are designated and are effective as a cash flow hedge
are recognised directly in equity and the ineffective portion is
recognised immediately in the Consolidated Income Statement.
If the cash flow hedge of a firm commitment or forecasted
transaction results in the recognition of an asset or a liability,
then, at the time the asset or liability is recognised, the
associated gains or losses on the derivative that had previously
been recognised in equity are included in the initial measurement
of the asset or liability. For hedges that do not result in the
recognition of an asset or a liability, amounts deferred in equity
are recognised in the Income Statement in the same period in
which the hedged item affects profit or loss.
For an effective hedge of an exposure to changes in fair value,
the hedged item is adjusted for changes in fair value attributable
to the risk being hedged with the corresponding entry in the
Consolidated Income Statement. Gains or losses from
remeasuring the derivative are also recognised in the
Consolidated Income Statement. If the hedge is effective,
these entries will offset in the Consolidated Income Statement.
Governance report Additional information
140 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
2. Significant accounting policies continued
Derivative financial instruments and hedging continued
The Group designates certain hedging instruments, foreign
exchange contracts or foreign currency debt, in hedge
relationships as net investment hedges to manage the foreign
exchange risk arising from its investments in foreign operations.
A hedge of a net investment in a foreign operation is accounted
for in a manner similar to a cash flow hedge. The effective portion
of exchange differences arising on the translation of the hedging
instrument or foreign currency debt is recognised in equity
and accumulated in the hedging and translation reserve.
Any ineffective portion is recognised immediately in the Income
Statement. On disposal of a foreign operation, the cumulative
gain or loss previously recognised in equity relating to that
operation, including the effective portion of the hedge, is
reclassified from equity to the Income Statement as part of the
gain or loss on disposal. The Group designates certain foreign
currency borrowings and forward exchange contracts as hedges
of its net investments in foreign operations.
Changes in the fair value of derivative financial instruments
that do not qualify for hedge accounting are recognised in the
Consolidated Income Statement as they arise.
Hedge accounting is discontinued when the hedging instrument
expires or is sold, terminated, exercised, or no longer qualifies
for hedge accounting. At that time, any cumulative gain or loss on
the hedging instrument recognised in equity is retained in equity
until the forecasted transaction occurs. If a hedged transaction
is no longer expected to occur, the net cumulative gain or loss
recognised in Equity is transferred to the Consolidated Income
Statement for the period.
Gains and losses accumulated in Equity are recognised in
the Consolidated Income Statement on disposal of the
overseas business.
Disposal accounting
The Group accounts for disposals when control of a subsidiary,
business or group of assets is transferred to a third party.
On disposal, the related assets and liabilities are derecognised,
consideration is recognised at fair value, and any resulting gain
or loss is recognised in profit or loss. Where a disposal represents
a separate major line of business or geographical area of
operations, the results of the disposed operation are presented
as discontinued operations, with related cash flows disclosed
separately where required.
Provisions
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event, it is
probable that the Group will be required to settle that obligation
and a reliable estimate can be made of the amount of the
obligation. Provisions are measured at the Directors’ best
estimate of the expenditure required to settle the obligation
at the reporting date, taking into account the risks and
uncertainties (such as timing or amount) surrounding the
obligation. They are not discounted to present value if the
effect is not material.
Provisions for restructuring are recognised when the Group
has a detailed formal plan for the restructuring and the plan
has been communicated to the affected parties. Provisions
for the expected cost for warranty obligations under local sale
of goods legislation are recognised at the date of sale of the
relevant products.
Share-based payments
The Group applies the requirements of IFRS 2 Share-based
payments.
The Group issues equity-settled share-based payments to
certain employees. The fair value (excluding the effect of
non-market-related conditions), as determined at the grant
date, is expensed on a straight-line basis over the vesting
period, based on the Group’s estimate of the number of
shares that will eventually vest and adjusted for the effect
of non-market-related conditions.
Fair value is measured by use of a Black-Scholes model for the
share option plans, and a binomial model for the share awards
under the 2014 Long-Term Incentive Plan.
The liability in respect of equity-settled amounts is included
in Equity.
Critical accounting judgments
IAS 1 requires disclosure of the judgments Management makes
when applying its significant accounting policies and that have
the most significant effect on amounts that are recognised in
the Group’s Financial Statements. In the course of preparing the
Financial Statements, no significant critical judgments have been
made in the process of applying the Group’s accounting policies,
other than retirement benefits specified within this section and
judgments relating to legal claims and contractual matters
(see Note 24).
Retirement benefits – judgments
In September 2025, the Trustee of the Senior plc UK Pension
Plan (“UK plan”) entered into a bulk annuity contract (“buy-in”)
with an insurer, M&G, covering all scheme members. The policy
is treated as a plan asset under IAS19 with the value set equal to
the corresponding liability covered by the policy, as it provides
income substantially matching the benefits payable by the Plan.
Management concluded that the pension buy-in does not
constitute a settlement under IAS 19. The legal obligation
to pay benefits remains with the Plan Trustee. No formal
decision to progress to buy-out and wind-up can be made
without additional actions and until the Company and Trustee
agree on several key areas, including the due diligence process
on clarification of certain Plan benefits and use of residual
surplus. The loss arising out of this transaction was recognised
in Other Comprehensive Income.
Governance report Additional information
141 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
2. Significant accounting policies continued
Other accounting judgments
Disposal of Aerostructures – judgments
In respect of the disposal of Aerostructures in 2025,
Management has made judgments that have a significant
effect on the recognition and presentation of amounts in the
financial statements:
Classification of the disposal and discontinued operations:
Management has determined under IFRS 5 that the disposal
of Aerostructures is part of a single co-ordinated plan,
representing a component which is a separate major line of
business, including distinct geographical areas and operations.
This affects the presentation of the results, which are reported
separately for continuing and discontinued operations.
Assessment of control: Management concluded that the
Group no longer has control over the disposed operations
as of 31st December 2025, resulting in full derecognition
of the related assets and liabilities from the consolidated
balance sheet.
Leases
Where a lease includes the option for an extension to the lease
term, Management makes a judgment as to whether they are
reasonably certain the option will be taken. This will take into
account the length of time remaining before the option is
exercisable, current and forecasted plans for utilising the asset
and the level and type of planned future capital investment.
As at 31 December 2025, these extension options have an
approximate average remaining lease term of 5 years.
These judgments are reassessed when there is a significant
event affecting the lease, which could result in a recalculation
of the lease liability and a material adjustment to the
associated balances.
Other sources of estimation and uncertainty
When applying the Group’s accounting policies, Management
must make assumptions and estimates concerning the future
that affect the carrying amounts of assets and liabilities at the
reporting date and the amounts of revenue and expenses
recognised during the period. Such assumptions are based upon
factors including historical experience, the observance of trends
in the industries in which the Group operates, and information
available from the Group’s customers and other external sources.
Disposal of Aerostructures – estimates
Other sources of estimation uncertainty in respect of the
discontinued operations include the estimated loss on sale
recorded in the year ending 31 December 2025 (see Note 35),
which is subject to a number of estimates including customary
completion adjustments, such as those based on working capital
and debt in the disposed business at the date of sale, related
foreign currency translation differences on those adjustments,
disposal costs outflows which were accrued in 2026 and
finalisation of contingent consideration receivable. Per the SPA,
the contractual range on the contingent consideration is £nil
to £50m. A contingent consideration receivable of £13.2m
(before £0.3m discounting) has been recognised at fair value at
31 December 2025, representing management’s best estimate
of the amount expected to be received based on information
available at the reporting date and the contractual terms of the
SPA. The valuation requires the application of judgement,
particularly in relation to the interpretation of contractual
provisions and the resolution of matters through the completion
accounts process. The final outcome, which may differ from the
valuation at 31 December 2025, remains subject to these
interpretations, negotiation and agreement between the parties
and will be finalised once the completion accounts process is
concluded. The Directors believe the fair value determined is
reasonable based on the approach taken. However, once an
agreement is reached with the buyer the ultimate amount
receivable may be higher or lower than the amount recognised.
Based on information available today, the Directors do not expect
the amount receivable to be materially lower, although it could be
materially higher.
Retirement benefits – estimates
Management makes assumptions and estimates, for the
next financial year and beyond, which affect the value of the
carrying amount of the UK Plan retirement benefit obligation
at 31 December 2025. Management follows actuarial advice
from a third party when determining estimation uncertainty
on the valuation of the UK gross defined benefit obligation, the
significant assumptions being discount rate, inflation and life
expectancy (see Note 33). The carrying amount of the UK Plan’s
retirement benefits at 31 December 2025 was a surplus of
£23.3m (2024 – surplus of £43.5m), being the present value of
the defined benefit obligations of £172.7m (2024 – £181.9m)
and fair value of plan assets of £196.0m (2024 – £225.4m).
Further details and sensitivities from changes in estimates
are set out in Note 33v.
Key changes to judgments and estimates from the prior year
The Held for sale judgment has been removed as a key
judgment in 2025 following the disposal of Aerostructures
at 31st December 2025.
Warranty costs have been removed as a key estimate in
2025 following the resolution of one specific disputed
commercial matter.
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142 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
2. Significant accounting policies continued
Consideration of climate change
In preparing the Financial Statements, the Directors have
considered the impact of climate change, particularly in
the context of the risks identified in the TCFD disclosure on
pages 66 to 69. There has been no material impact identified
on the financial reporting judgments and estimates. In particular,
the Directors considered the impact of climate change in respect
of the following areas:
Useful lives of assets – The useful lives of assets could be
reduced by climate-related matters, for example as a result of
physical risks, obsolescence or legal restrictions. The change
in useful lives would have a direct impact on the amount of
depreciation or amortisation recognised each year from the
date of reassessment. The Directors’ review of useful lives has
taken into consideration the impacts of the Group’s Net Zero
commitments and has not had a material impact on the results
for the year.
Inventory valuation – Climate-related matters may affect the
value of inventories as they could become obsolete as a result
of a decline in selling price or a reduction in demand. After
consideration of the typical inventory days compared to the
rate of change in the market the Directors consider that
inventory is appropriately valued.
Going concern and viability – risks identified in the TCFD
disclosures in pages 66 to 69 have been factored into the going
concern and viability assessment. See page 70 further details.
Goodwill impairment assessment – cash flow forecasts used
in the impairment assessment of goodwill have considered
potential changes in demand over the next 5 years as a result
of changing customer preferences on Senior’s products. This
is not expected to have a material impact on the cashflows,
with longer term growth rates based on forecasted market
demand. Aerospace market rates were used for the Aerospace
CGU and long-term GDP rates for advanced economies were
used for the Flexonics CGU. Sensitivity analysis (See Note 13)
shows that a 1 percent decrease in growth rate would not
result in the carrying amount of CGU groups exceeding their
recoverable amount.
Recoverability of trade receivables – After consideration of
the typical receivable days compared to the rate of change
in the market, the Directors consider that receivables at
31 December 2025 are not adversely affected by climate
change.
Valuation of the UK Plan retirement gross benefit obligation
– there is no material impact on key financial assumptions
which are set according to market yields. The UK plan is now
majority de-risked on a net basis through an insurance buy-in
during 2025.
The Directors are aware of the ever-changing risks attached to
climate change and will regularly assess these risks against
judgments and estimates made in preparation of the Group’s
Financial Statements.
3. Revenue
Total revenue is disaggregated by market sectors as follows:
Year ended
Year ended
a
2025 2024
£m £m
Civil Aerospace
234.3
217.8
Defence
120.9
110.2
Other
71.1
63.1
Aerospace
426.3
391.1
Land Vehicle
188.3
187.6
Power & Energy
125.1
130.1
Flexonics
313.4
317.7
Eliminations
(1.5)
(1.4)
Total revenue from
continuing operations
738.2
707.4
Total revenue from
discontinued operations
312.5
272.4
a Comparative information has been re-presented to show continuing operations,
see note 35 .
Other Aerospace comprises space and non-military helicopters
and other markets, principally including semiconductor, medical,
and industrial applications.
The Group applies the practical expedient in paragraph 121 of
IFRS 15 and does not disclose information about remaining
performance obligations that have original expected durations
of one year or less.
Applying the practical expedient in paragraph 94 of IFRS 15, the
Group recognises the incremental costs of obtaining contracts
as an expense when incurred if the amortisation period of the
assets that the Group otherwise would have recognised is one
year or less.
4. Segment information
The Group reports its segment information as two operating
Divisions according to the market segments they serve,
Aerospace and Flexonics, which is consistent with the
oversight employed by the Executive Committee. The chief
operating decision-maker, as defined by IFRS 8, is the Executive
Committee. The Group is managed on the same basis, as two
operating Divisions.
The accounting policies of the reportable segments are the same
as the Group’s accounting policies described in Note 2 and
the sales between segments are carried out at arm’s length.
Adjusted operating profit, as described in Note 9, is the key
measure reported to the Group’s Executive Committee for the
purpose of resource allocation and assessment of segment
performance. Finance income, finance costs and tax are not
allocated to segments, as this type of activity is driven by the
central tax and treasury functions.
Governance report Additional information
143 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
4. Segment information continued
Segment assets include directly attributable computer software
assets, property, plant and equipment (including right-of-use
assets), working capital assets, goodwill and intangible assets
from acquisitions. Cash, deferred and current tax and other
financial assets (except for working capital) are not allocated to
segments for the purposes of reporting financial performance
to the Executive Committee.
Segment liabilities include directly attributable working capital
liabilities and lease liabilities. Debt, retirement benefits, deferred
and current tax and other financial liabilities (except for working
capital) are not allocated to segments for the purposes of
reporting financial performance to the Executive Committee.
Central costs, assets and liabilities are corporate items not
allocated to segments, which is consistent with the format used
by the chief operating decision-maker.
Segment information for revenue, operating profit and a reconciliation to entity and profit after tax is presented below:
Eliminations/ Eliminations/
central central
Aerospace Flexonics costs Total Aerospace Flexonics costs Total
Year ended Year ended Year ended Year ended Year ended Year ended Year ended
Year ended
1
2025 2025 2025 2025 2024 2024 2024 2024
Notes £m £m £m £m £m £m £m £m
External revenue
425.3
312.9
738.2
390.0
317.4
–
707.4
Inter-segment revenue
1.0
0.5
(1.5)
–
1. 1
0.3
(1.4)
–
Total revenue continuing operations
426.3
313.4
(1.5)
738.2
391.1
317.7
(1.4)
707.4
Continuing adjusted trading profit
48.5
35.0
(22.9)
60.6
36.9
35.1
(20.3)
51.7
Share of joint venture profit
–
3.0
–
3.0
–
1. 3
–
1. 3
Continuing adjusted operating profit
48.5
38.0
(22.9)
63.6
36.9
36.4
(20.3)
53.0
Amortisation of intangible assets from
acquisitions
9
(1.6)
–
–
(1.6)
(1.6)
–
–
(1.6)
Site relocation costs
9
(1.5)
(0.9)
–
(2.4)
(3.0)
(0.5)
–
(3.5)
US class action lawsuit
9
–
–
–
–
(1.1)
–
–
(1.1)
Pensions benefit clarifications
9
–
–
(7.3)
(7.3)
–
–
–
–
Restructuring costs
9
(0.3)
(4.7)
–
(5.0)
–
–
–
–
Operating profit
45.1
32.4
(30.2)
47.3
31.2
35.9
(20.3)
46.8
Finance income
8.6
11. 0
Finance costs
(21.5)
(19.6)
Corporate undertakings
9
(0.3)
(0.8)
Profit before tax
34.1
37.4
Tax
(6.8)
(4.2)
Profit after tax from continuing operations
27.3
33.2
Loss for the period from discontinued
operations
35
(31.5)
(7.3)
(Loss)/profit after tax and discontinued
operations
(4.2)
25.9
1 Comparative information has been re-presented to show continuing operations.
Trading profit and adjusted trading profit is operating profit and adjusted operating profit respectively before share of joint venture
profit. See Note 9 for the derivation of adjusted operating profit.
Segment information for assets, liabilities, additions to non-current assets and depreciation and amortisation is presented below:
Year ended Year ended
2025 2024
Assets £m £m
Aerospace
402.1
679.6
Flexonics
217.7
213.0
Segment assets for reportable segments
619.8
892.6
Unallocated
Central
4.0
3.7
Cash
82.0
45.5
Deferred and current tax
30.8
30.3
Retirement benefits
23.3
43.5
Deferred and contingent consideration receivable – see Note 35
21.1
–
Others
0.5
0.2
Total assets per Consolidated Balance Sheet
781.5
1,015.8
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144 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
4. Segment information continued
Year ended Year ended
2025 2024
£m £m
Liabilities
Aerospace
108.5
202.8
Flexonics
78.5
77.7
Segment liabilities for reportable segments
187.0
280.5
Unallocated
Central
31.8
1 7. 3
Debt
155.3
198.9
Deferred and current tax
9.8
16.2
Retirement benefits
6.3
6.8
Contingent consideration payable
3.5
16.5
Others
7.5
9.7
Total liabilities per Consolidated Balance Sheet
401.2
545.9
Additions and depreciation amounts in 2025 are excluding Aerostructures
Additions to Additions to Depreciation Depreciation
non-current non-current and and
assets assets amortisation amortisation
Year ended Year ended Year ended Year ended
2025 2024 2025 2024
£m £m £m £m
Aerospace
16.3
25.3
15.7
37.1
Flexonics
25.2
20.9
13.9
12.9
Sub total
41.5
46.2
29.6
50.0
Central
0.5
0.7
0.7
0.6
Total
42.0
46.9
30.3
50.6
The Group’s revenues from its major products for continuing operations is presented below:
Year ended Year ended
2025 2024
£m £m
Aerospace – Fluid Systems
425.3
390.0
Aerospace total
425.3
390.0
Land vehicle
188.3
187.6
Power & Energy
124.6
129.8
Flexonics total
312.9
317.4
Group total
738.2
707.4
No individual customer accounted for more than 10% of external revenue in 2025 or 2024.
Geographical information
The Group’s operations are located principally in North America and UK.
The following table provides an analysis of the Group’s sales by geographical market, irrespective of the origin of the goods.
The carrying values of segment non-current assets are analysed by the geographical area in which the assets are located.
Segment Segment
Sales
Sales
1
non-current non-current
revenue revenue assets assets
Year ended Year ended Year ended Year ended
2025 2024 2025 2024
£m £m £m £m
USA
365.5
359.1
197.0
274.1
UK
75.4
77.6
129.0
155.8
Rest of the World
297.3
270.7
68.5
136.9
Sub total
738.2
707.4
394.5
566.8
Unallocated amounts
–
–
28.1
27.5
Total
738.2
707.4
422.6
594.3
1 2024 Sales revenue has been re-presented excluding Aerostructures.
The unallocated amounts on non-current assets relate to deferred tax assets.
Governance report Additional information
145 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
5. Operating profit
Operating profit from continuing operations can be analysed as follows:
Year ended Year ended
2025 2024
£m £m
Revenue
738.2
707.4
Cost of sales
(569.2)
(551.7)
Gross profit
169.0
155.7
Distribution costs
(5.4)
(5.6)
Administrative expenses
(119.5)
(104.6)
Profit on sale of fixed assets
0.2
–
Share of joint venture profit
3.0
1. 3
Operating profit
47.3
46.8
Operating profit for the period has been arrived at after charging:
Year ended Year ended
2025 2024
£m £m
Net foreign exchange losses
0.2
0.1
Research and design costs
15.7
15.4
Depreciation of property, plant and equipment
27.5
26.3
Amortisation of intangible assets included in administration expenses
2.8
2.6
Cost of inventories recognised as expense
569.2
551.7
Provision for loss allowance against receivables
0.6
1. 9
Site relocation costs
2.4
3.5
Restructuring: provision charge for impairment of inventory
1.3
–
Restructuring: provision charge for impairment of property, plant and equipment
0.4
–
Staff costs are disclosed in Note 6. The majority of research and design costs incurred during the year have been expensed in line
with Note 2 Group’s accounting policies.
The analysis of the Auditor’s remuneration is as follows:
Year ended Year ended
2025 2024
£m £m
Fees payable to the Company’s Auditor and their associates for the audit of the Company’s annual accounts
0.6
0.6
Fees payable to the Company’s Auditor and their associates for the audit of the Company’s subsidiaries
1.8
1. 8
Total audit fees
2.4
2.4
Fees payable to Company’s Auditor and their associates for non-audit services to the Company are not required to be disclosed
because the Consolidated Financial Statements are required to disclose such fees on a consolidated basis.
The Group paid £0.08m (2024 – £0.08m) to the Company’s Auditor for audit related services and £nil (2024 – £nil) for non-audit related
services during 2025, in line with the Company’s policy on the use of Auditors for non-audit services.
Details of the Company’s policy on the use of auditors for non-audit services, the reasons why the Auditor was used rather than
another supplier and how the Auditor’s independence and objectivity were safeguarded are set out in the Audit Committee Report
on pages 92 to 99. No services were provided pursuant to contingent fee arrangements.
Governance report Additional information
146 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
6. Staff costs
The average monthly number of employees (including Directors) was:
Year ended Year ended
2025 2024
Number Number
Production
6,049
5,885
Distribution
93
94
Sales
300
278
Administration
543
561
Total
6,985
6,818
The actual number of employees at 31 December 2025 was 4,974 which is lower than average above as a result of Aerostructure
disposal, see note 35 (2024 – 6,779).
Year ended Year ended
2025 2024
Notes £m £m
Their aggregate remuneration comprised:
Wages and salaries
274.6
272.3
Social security costs
38.1
34.7
Termination benefits
9
2.9
–
Other pension costs – defined contribution
33b
13.2
11. 5
Pensions benefit clarification
33(iii)
7.3
–
Other pension costs – defined benefit
33(iii)
0.8
0.7
Share-based payments
32
5.1
4.5
Aggregate remuneration
342.0
323.7
The Group also incurred medical and other employee benefit expenses during the year of £32.1m (2024 – £28.8m).
7. Finance income
Year ended Year ended
2025 2024
Notes £m £m
Interest on bank deposits and other finance income
6.5
6.8
Net finance income on retirement benefits
33(iii)
2.1
2.0
Change in fair value on acquisition consideration
9,30
–
2.2
Total income
8.6
11. 0
8. Finance costs
Year ended Year ended
2025 2024
Notes £m £m
Interest on bank overdrafts and loans
11.4
11.5
Interest on other loans and other finance costs
7.4
6.3
Interest on lease liabilities
2.2
1. 8
Change in fair value on acquisition consideration
9,30
0.5
–
Total finance costs
21.5
19.6
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147 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
9. Adjusted operating profit and adjusted profit before tax
The presentation of adjusted operating profit and adjusted profit before tax measures, derived in accordance with the table below,
has been included to identify the performance of the Group prior to the impact of amortisation of intangible assets from acquisitions,
restructuring costs, site relocation costs, pension benefit clarifications, US class action lawsuit and costs associated with corporate
undertakings. The Board has a policy to separately disclose items it considers are outside the normal course of management
oversight and control on a day-to-day basis and are not reflective of in-year trading performance. Indicative criteria such as period to
which the item relates and external driven factors that are outside of the control of the Group in combination with the magnitude and
consistency of application are also considered.
The amortisation charge relates to the acquisition of Spencer Aerospace. It is charged on a straight-line basis and reflects a non-cash
item for the reported year. Site relocation costs relate to transfer of business activities into new or existing cost competitive facilities
to support the Group’s strategic initiatives. The US class action lawsuit relates to a historic legal matter. The Group incurred a charge in
2025 for clarifications relating to administration of certain plan benefits on the Senior plc UK pension plan. The Group implemented
a restructuring programme in 2025 in response to end market conditions. Corporate undertakings relate to business acquisition
and disposal activities, including the disposal of Aerostructures in 2025. None of these charges are reflective of in-year performance.
Therefore, they are excluded by the Board and Executive Committee when measuring the operating performance of the Group.
Year ended 2025
Year ended 2024
Notes
£m
£m
£m
£m
Operating profit from continuing operations
47.3
46.8
Operating profit/(loss) from discontinued operations
6.2
(6.5)
Operating profit
53.5
40.3
Amortisation of intangible assets from acquisitions
1.6
1. 6
Site relocation costs
2.4
3.5
US class action lawsuit
–
1. 1
Restructuring costs
5.0
–
Pensions benefit clarifications
7.3
–
Adjusted operating profit
69.8
46.5
Note: all adjusting items above are related to continuing operations only.
Profit before tax from continuing operations
34.1
37.4
Loss before tax from discontinued operations
(39.0)
(9.6)
(Loss)/profit before tax from continuing and
discontinued operations
(4.9)
27.8
Adjustments to (loss)/profit before tax as above
Corporate undertakings
35
42.5
16.3
1. 2
6.2
Corporate undertakings – change in fair value on acquisition
contingent consideration payable
0.5
(2.2)
Total Corporate undertakings
43.0
(1.0)
Adjusted profit before tax
54.4
33.0
Site relocation costs
Site relocation costs of £2.4m (2024 – £3.5m) include £1.5m (2024- £3.0m) related to the transfer of some manufacturing from
Senior Aerospace SSP’s facility in California, US, to its cost competitive facility in Mexico. The Group also incurred £0.8m costs
(2024- £0.5m) related to the transfer of our Innovation Centre in Oakdale, UK (previously Senior Flexonics Crumlin) to a nearby
higher-tech facility to better support its scale, design, development, test and qualification capabilities and a further £0.1m (2024- £nil)
related to a site move in New Delhi, India.
US class action law suit
In June 2022, a wage and hour class action lawsuit was filed against one business based in California, USA. This lawsuit alleged
violations of state regulations concerning meal and rest breaks and related penalties covering the period 2021 through the first half
of 2024. Mediation took place in April 2024, resulting in a Company agreed settlement and related costs of £1.1m, which is expected
to be paid in 2026.
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148 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
9. Adjusted operating profit and adjusted profit before tax continued
Restructuring costs
In 2025, the Group implemented a group-wide restructuring programme, mainly affecting North American and European Flexonics
businesses due to weakened demand in the North American heavy-duty truck markets. The Group took decisive action in the second
half of the year to protect margins and scale the businesses appropriately. The restructuring costs of £5.0m (2024- £nil), of which
£1.5m was cash outflow in 2025, involved headcount reductions (£2.9m) and impairments to property, plant and equipment (£0.4m)
and inventory (£1.7m) in certain specific programmes where the Group will no longer participate and there is no alternative use.
Pensions benefit clarifications
In 2025 the Trustee of the Senior plc UK pension plan entered into a bulk annuity contract (“buy-in”) with an insurer, M&G, covering
all scheme members. As part of the due diligence work undertaken for the buy-in, some clarifications were identified relating to the
administration of certain historical plan benefits. The Group incurred a charge of £7.3m in 2025 representing the estimated effect of
applying these clarifications on the UK Plan at the year end. The charge has been presented as an adjusting item as it is not reflective
of underlying in-year performance.
Corporate undertakings
The Group completed the sale of its Aerostructures business on 31 December 2025 to Sullivan Street Partners for total estimated
consideration of £116.8m. Net assets disposed were £147.3m (£210.0m working capital and other assets net of held for sale
depreciation stoppage, £27.2m goodwill, partly offset by £35.3m finance lease liabilities and £54.6m recycling of historical foreign
currency net gains) and disposal costs were £11.7m, which resulted in a full year net loss before tax of £42.2m (2024 – £0.4m disposal
costs). See Note 35 for further details of the financial impact in 2025.
The Group also incurred £0.3m other net corporate activity costs, of which £0.8m cost (2024- £0.8m) relates to the Spencer
acquisition. Fair value change in Spencer acquisition contingent consideration payable was a £0.5m charge in 2025 (2024- £0.8m
charge offset by £2.2m income for Spencer related fair value change). See Note 30 for further details.
10. Taxation
Year ended Year ended
2025 2024
£m £m
Current tax:
Current year
7.2
8.4
Adjustments in respect of prior periods- other
(0.4)
(2.6)
6.8
5.8
Deferred tax (Note 21):
Current year
(7.2)
(5.0)
Adjustments in respect of prior periods
(0.3)
1. 1
(7.5)
(3.9)
Total tax charge/(credit)
(0.7)
1. 9
Attributable to:
Continuing operations
6.8
4.2
Discontinued operations
(7.5)
(2.3)
Deferred tax assets and liabilities are measured at the rates that are expected to apply to the year when the asset is realised or the
liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted at the Balance Sheet date.
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. At 31 December 2025, following the
completion of the Aerostructures division sale, a re-assessment of the applicable future US tax rate (Federal plus State tax) was made
resulting in a revaluation of all deferred tax assets and liabilities from a 27% to 24 % tax rate. This gave rise to a deferred tax charge of
£1.7m in the current year.
The OECD Pillar Two Globe Rules introduce a global minimum corporate tax rate, initially at 15%, applicable to multinational enterprise
(MNE) groups with global revenue over €750m. All participating OECD members are required to incorporate these rules into national
legislation. On 20th June 2023 the UK substantially enacted legislation to apply Pillar Two Globe rules into UK law which first applied
to the Group from 1 January 2024. The Group provided £nil (£0.1m 2024) in respect of this liability.
Governance report Additional information
149 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
10. Taxation continued
The total charge for the year can be reconciled to the profit before tax per the Consolidated Income Statement as follows:
Year ended Year ended Year ended Year ended
2025 2025 2024 2024
£m % £m %
Profit before tax
(4.9)
27.8
Expected tax charge at the UK standard corporation tax rate 25%
(1.2)
7. 0
Effect of different statutory rates in overseas jurisdictions
a
(1.2)
(1.3)
Tax incentives and credits
b
(1.6)
(1.3)
Tax losses not recognised
c
0.8
(2.2)
Impact of share options
d
0.1
(0.6)
Loss on Aerostructures sale on which no tax relief available
e
2.0
–
Non-deductible expenses and other permanent differences
f
0.8
1. 5
Withholding taxes
g
0.3
0.2
Adjustments in respect of prior periods – other current tax items
h
(0.4)
(2.6)
Adjustments in respect of prior periods – deferred tax items
i
(0.3)
1. 1
Pillar 2 Top up Tax
j
–
0.1
Tax charge/(credit) and effective tax rate for the year
(0.7)
14.3%
1. 9
6.8%
a. Attributable to profit mix at both higher and lower rates of taxes in different jurisdictions and net of a £1.7m income statement charge on the re-valuation of US deferred tax assets and liabilities.
b. Includes a £1.2m benefit from enhanced US R&D deductions and a £0.4m benefit from Thailand tax incentives.
c. The £0.8m tax losses not recognised in the current year relates to certain US State tax losses on which their future use is uncertain. The prior year comparative reflects the recognition of a
deferred tax asset on losses in the UK which were not previously recognised.
d. Impact of non-tax deductible share-based payment charges net of current tax deductions for share exercises in the year and the deferred tax asset recognition for future exercises.
e. Includes the impact of tax losses not recognised on the sale of shares in the Malaysia and Thailand Aerostructures businesses as well as transaction costs on which no tax relief is available.
f. Non-deductible expenses and other permanent differences includes a £0.6m charge in respect of uncertain tax positions in accordance with IFRIC 23 principles.
g. Arises from irrecoverable withholding taxes.
h. Includes a net release of £0.7m in respect of UTPs held in respect of prior years in accordance with IFRIC 23 measurement criteria principles.
i. Arises from the true-up of deferred tax estimates following the finalisation of entity statutory accounts and local tax returns.
j. Estimated Top up Tax arising from the OECD’s Pillar 2 global minimum tax rules.
In addition to the amount charged to the Consolidated Income Statement, the following amounts relating to tax have been recognised
directly in other comprehensive income:
2025 2024
£m £m
Deferred tax:
Items that will not be reclassified subsequently to profit and loss:
Tax on actuarial items
3.5
1. 1
Items that may be reclassified subsequently to profit or loss:
Tax on foreign exchange contracts – cash flow hedges
(1.7)
0.8
Total tax credit/(charge) recognised directly in other comprehensive income
1.8
1. 9
In addition to the amount charged to the Consolidated Income Statement and Other Comprehensive Income, the following amounts
relating to tax have been recognised directly in equity:
Year ended Year ended
2025 2024
£m £m
Deferred tax:
Excess tax deductions related to share-based payments in exercised options
0.4
(0.8)
Total tax (charge)/credit recognised directly in equity
0.4
(0.8)
Deferred tax (Note 21)
2.2
1. 1
11. Dividends
Year ended Year ended
2025 2024
£m £m
Amounts recognised as distributions to equity holders in the period:
Final dividend for the year ended 31 December 2024 of 1.65p per share (2023 – 1.70p)
6.8
7. 0
Interim dividend for the year ended 31 December 2025 of 0.85p per share (2024 – 0.75p)
3.5
3.1
10.3
10.1
Proposed final dividend for the year ended 31 December 2025 of 2. 1 5p per share (2024 – 1.65p)
8.9
6.8
Governance report Additional information
150 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
12. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
Year ended Year ended
2025 2024
Number of shares Million Million
Weighted average number of ordinary shares for the purposes of basic earnings per share
413.4
414.3
Effect of dilutive potential ordinary shares:
Share options
12.4
9.2
Weighted average number of ordinary shares for the purposes of diluted earnings per share
425.8
423.5
Year ended 2025
Year ended 2024
Earnings EPS Earnings EPS
Notes £m pence £m pence
(Loss)/earnings and earnings per share
(Loss)/profit for the period from continuing and discontinued
operations
(4.2)
(1.02)
25.9
6.25
Adjust:
Amortisation of intangible assets from acquisitions net of tax credit
of £0.4m (2024 – £0.4m credit)
1.2
0.29
1. 2
0.29
Site relocation costs net of tax credit of £0.7m
(2024 – £1.0m credit)
9
1.7
0.41
2.5
0.60
US class action lawsuit net of tax £nil (2024 – £0.3m credit)
9
–
–
0.8
0.20
Corporate undertakings net of tax credit of £8.9m
(2024 – £0.3m charge)
9
34.1
8.25
(0.7)
(0.17)
Pension benefit clarifications net of tax credit of £1.8m (2024 – £nil)
9
5.5
1.33
–
–
Restructuring costs net of tax credit of £1.3m (2024 – £nil)
9
3.7
0.90
–
–
Adjusted earnings after tax – continuing and discontinued
operations
42.0
10.16
29.7
7. 1 7
Adjusted earnings after tax – continuing operations
39.9
9.65
36.7
8.86
Adjusted earnings after tax – discontinued operations
2.1
0.51
(7.0)
(1.69)
Earnings per share
–
basic from continuing operations
6.60p
8.01p
–
diluted from continuing operations
6.41p
7.84p
–
basic from continuing and discontinued operations
(1.02)p
6.25p
–
diluted from continuing and discontinued operations
(0.99)p
6.12p
–
adjusted from continuing operations
9.65p
8.86p
–
adjusted and diluted from continuing operations
9.37p
8.67p
The denominators used for all basic, diluted and adjusted earnings per share are as detailed in the table above.
The presentation of adjusted earnings per share, derived in accordance with the table above, has been included to identify the
performance of the Group prior to the impact of amortisation of intangible assets from acquisitions, site relocation costs, US class
action lawsuit, restructuring costs, pension benefit clarifications and costs associated with corporate undertakings. The Board has a
policy to separately disclose items it considers are outside the normal course of management oversight and control on a day-to-day
basis and are not reflective of in-year trading performance. Indicative criteria such as period to which the item relates and external
driven factors that are outside of the control of the Group in combination with the magnitude and consistency of application are also
considered. See Note 9 for further details.
Governance report Additional information
151 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
13. Goodwill
Year ended Year ended
2025 2024
Notes £m £m
Cost
At 1 January
355.5
355.5
Transfer to held for sale prior to disposal
35
(27.2)
–
Exchange differences
(8.0)
–
At 31 December
320.3
355.5
Accumulated impairment losses
At 1 January
160.1
159.7
Exchange differences
(0.7)
0.4
At 31 December
159.4
160.1
Carrying amount at 31 December
160.9
195.4
In 2025, goodwill has decreased by £34.5m to £160.9m (2024 – £195.4m) of which £27.2m relates to the disposal of Aerostructures
and £7.3m relates to net foreign exchange differences.
Goodwill is allocated to the group of CGUs (CGU groups) namely Aerospace and Flexonics, reflecting the lowest level at which
management exercises oversight and monitors the Group’s performance. Central assets are allocated between the CGU groups
on the basis of the percentage share of trading assets. The table below highlights the carrying amount of goodwill allocated to these
CGU groups, all of which are considered significant in comparison with the total carrying amount of goodwill.
Year ended Year ended
2025 2024
£m £m
Aerospace
108.6
140.6
Flexonics
52.3
54.8
Total
160.9
195.4
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.
The annual assessment at 30 September 2025, based on the continuing Group excluding Aerostructures, coincided with the Board’s
review of the most recent financial strategy. Management applied the value-in-use methodology to assess impairment. The key
assumptions on which the value-in-use calculations were based relate to business performance over the next five years, long-term
growth rates beyond 2030 and the discount rates applied. The discount rates were pre-tax measures based on the rate of 10-year
government bonds issued in the relevant market and in the same currency as the cash flows, adjusted for a risk premium to reflect
both the increased risk of investing in equities generally and the systematic risk of the CGU group. The key estimates were the level of
revenue and operating margins anticipated and the proportion of operating profit converted into cash flow in each year, long-term
growth rates and discount rates applied. The forecast compound annual growth rate in revenue from 2025 to 2030 was 5% (2024 –
2024 to 2029 was 8%), reflecting expected increases in aircraft production as communicated by our customers and secured new
programmes in Flexonics.
Forecasts used in the cash flow were based on the most recent financial strategy, which excluded Aerostructures, as approved by
Management for the next five years to 2030. These estimates up to 2030, where appropriate, take account of the current economic
environment as set out in the Strategic Report on pages 1 to 71.
Cash flows after 2030 have been extrapolated based on estimated long-term growth rates into perpetuity, which has been
determined by the lower of the long-term market growth rates and the historical forecast compound annual growth in revenue to
2030. For Aerospace, the long-term market growth rate is 3.9% per annum (2024 – 4.2%), which does not exceed the long-term
average growth rate forecast for the aerospace market as included in market outlooks from Boeing and Airbus. For Flexonics, the
long-term market growth rate is 1.5% per annum (2024 – 1.6%), which is based on the world long-term forecast GDP growth for
advanced economies.
The pre-tax discount rates applied to discount the pre-tax cash flows for Aerospace and Flexonics are 11% and 10.1% respectively
(2024 – 10.4% and 10.8%); these discount rates include CGU group specific risk adjustments which are the measurements used by
Management in assessing investment appraisals specific to each CGU group.
Sensitivities reflecting reasonable possible changes have also been considered for each CGU group in relation to the value in use
calculations. Each assumption was sensitised in isolation: Revenue was reduced by 10 percentage points in the terminal value,
operating margins were reduced by 1 percentage point in the terminal value, the proportion of operating profit converted into cash
flow was reduced by 5 percentage points in the terminal value, the long-term growth rate assumption was reduced by 1 percentage
point and the discount rate was increased by 1 percentage point. This did not result in the carrying amount of the CGU groups
exceeding their recoverable amount.
Governance report Additional information
152 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
13. Goodwill continued
Further to the 30 September 2025 annual impairment test, the Board considered whether there were any triggering events as at
the 31 December 2025 reporting date. The Board concluded that the market factors considered as at 30 September were largely
unchanged and remained relevant for the year end reporting date, with no new triggers identified for impairment. The disposal
of Aerostructures on 31 December 2025 was not considered a triggering event for impairment as the annual assessment in
September excluded Aerostructures and the market conditions for the continuing business have remained unchanged for impairment
considerations.
14. Other intangible assets
Computer software
Intangible assets from acquisitions and others
Customer
Qualified parts list relationships Fully amortised Total Total
Year ended Year ended Year ended Year ended Year ended Year ended
2025 2025 2025 2025 2025 2025
£m £m £m £m £m £m
Cost
At 1 January
23.2
6.3
122.4
151.9
28.2
180.1
Additions – continuing operations
–
–
–
–
0.6
0.6
Additions – discontinued operations
–
–
–
–
0.6
0.6
Disposals – continuing operations
–
–
–
–
(0.2)
(0.2)
Disposals – discontinued operations
–
–
–
–
(10.1)
(10.1)
Reclassification
–
–
–
–
–
–
Exchange differences
(0.3)
(1.2)
–
(1.5)
(0.7)
(2.2)
At 31 December
22.9
5.1
122.4
150.4
18.4
168.8
Amortisation
At 1 January
2.7
0.8
122.4
125.9
22.1
148.0
Charge for the year – continuing operations
1.2
0.4
–
1.6
1.2
2.8
Charge for the year – discontinued operations
–
–
–
–
0.8
0.8
Disposals – continuing operations
–
–
–
–
(0.2)
(0.2)
Disposals – discontinued operations
–
–
–
–
(8.9)
(8.9)
Reclassification
–
–
–
–
–
–
Exchange differences
0.1
0.1
–
0.2
(0.6)
(0.4)
At 31 December
4.0
1.3
122.4
127.7
14.4
142.1
Carrying amount at 31 December
18.9
3.8
–
22.7
4.0
26.7
Computer software
Intangible assets from acquisitions and others
Customer
Qualified parts list relationships Fully amortised Total Total
Year ended Year ended Year ended Year ended Year ended Year ended
2024 2024 2024 2024 2024 2024
£m £m £m £m £m £m
Cost
At 1 January
22.8
6.2
122.4
151.4
26.4
177.8
Additions – continuing operations
–
–
–
–
1. 1
1. 1
Additions – discontinued operations
–
–
–
–
0.6
0.6
Disposals – continuing operations
–
–
–
–
(0.1)
(0.1)
Disposals – discontinued operations
–
–
–
–
(0.1)
(0.1)
Reclassification
–
–
–
–
–
–
Exchange differences
0.4
0.1
–
0.5
0.3
0.8
At 31 December
23.2
6.3
122.4
151.9
28.2
180.1
Amortisation
At 1 January
1. 4
0.4
122.4
124.2
20.5
144.7
Charge for the year – continuing operations
1. 2
0.4
–
1. 6
1. 0
2.6
Charge for the year – discontinued operations
–
–
–
–
0.7
0.7
Disposals – continuing operations
–
–
–
–
(0.1)
(0.1)
Disposals – discontinued operations
–
–
–
–
(0.1)
(0.1)
Reclassification
–
–
–
–
–
–
Exchange differences
0.1
–
–
0.1
0.1
0.2
At 31 December
2.7
0.8
122.4
125.9
22.1
148.0
Carrying amount at 31 December
20.5
5.5
–
26.0
6.1
32.1
Intangible assets from acquisitions are being amortised over following periods; qualified parts 18 years and 1 month, customer
relationships 16 years and 1 month and order backlogs 1 year and 1 month.
Governance report Additional information
153 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
15. Investment in joint venture
The Group has a 49% interest in Senior Flexonics Technologies (Wuhan) Limited, a jointly controlled entity incorporated in China,
which was set up in 2012. Senior Flexonics Technologies (Wuhan) Limited is a precision manufacturer of automotive components.
The results of the joint venture are accounted for using equity accounting.
The Group’s investment of £5.2m represents the Group’s share of the joint venture’s net assets as at 31 December 2025
(2024 – £3.3m). The movement of £1.9m in Group’s investment during the year comprises of £3.0m Group’s share of profit offset by
£1.0m dividend received and £0.1m exchange difference.
The following amounts represent the aggregate amounts relating to the revenue and expenses and assets and liabilities of Senior
Flexonics Technologies (Wuhan) Limited for the years ended 31 December 2025 and December 2024.
2025 2004
£m £m
Revenue
17.6
10.9
Depreciation and amortisation
(0.4)
(0.4)
Other expenses
(9.9)
(7.6)
Profit before tax
7.3
2.9
Income tax expense
(1.1)
(0.3)
Profit for the period
6.2
2.6
There was no interest income or expense during current or prior period. There was no other comprehensive income during current and prior period.
Non-current assets
1.9
2.0
Current assets
4.4
3.8
Cash and cash equivalents
7.9
3.5
Total assets
14.2
9.3
Current liabilities
(3.6)
(2.6)
Total liabilities
(3.6)
(2.6)
Net assets
10.6
6.7
There were no non-current liabilities.
Group's share of profit
3.0
1. 3
Group's share of net assets
5.2
3.3
Governance report Additional information
154 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
16. Property, plant and equipment
Freehold Leasehold Plant Right-of-use Right-of-use Freehold
land and building and Land and Plant and land and Leasehold Plant Right-of-use Right-of-use
buildings improvements equipment Buildings equipment Total buildings building and Land and Plant and Total
Year Year Year Year Year Year Year improvements equipment Buildings equipment Year
ended ended ended ended ended ended ended Year ended Year ended Year ended Year ended ended
2025 2025 2025 2025 2025 2025 2024 2024 2024 2024 2024 2024
£m £m £m £m £m £m £m £m £m £m £m £m
Cost or valuation
At 1 January
111.6
9.7
598.3
111.8
9.5
840.9
110.7
8.2
563.9
98.3
8.7
789.8
Additions – continuing
operations
0.8
2.1
29.1
7.9
1.5
41.4
0.8
0.9
26.8
1. 6
1. 9
32.0
Additions – discontinued
operations
0.3
0.1
14.0
–
0.3
14.7
0.6
0.2
12.2
–
0.2
13.2
Lease Modifications
–
–
–
6.4
(0.2)
6.2
–
–
–
9.2
–
9.2
Exchange differences
(1.2)
(0.2)
(18.2)
(2.2
(0.3)
(22.1)
(0.1)
0.1
4.6
1. 8
–
6.4
Disposals – continuing
operations
–
(0.1)
(7.3)
(0.4)
(1.1)
(8.9)
(0.1)
–
(5.3)
(0.4)
(5.8)
Disposals –
Aerostructures on
31 December 2025
(37.8)
(7.1)
(280.3)
(56.3)
(1.9)
(383.4)
–
–
(3.9)
–
–
(3.9)
Reclassification
–
–
–
–
–
–
(0.3)
0.3
–
0.9
(0.9)
–
Restructuring disposal
–
–
(0.4)
–
–
(0.4)
–
–
–
–
–
–
At 31 December
73.7
4.5
335.2
67.2
7.8
488.4
111. 6
9.7
598.3
111.8
9.5
840.9
Accumulated depreciation
and impairment
At 1 January
43.1
5.8
444.1
51.6
4.2
548.8
41.4
5.3
415.8
39.3
3.3
505.1
Charge for the year –
continuing operations
1.3
0.2
19.0
5.5
1.5
27.5
1. 2
0.2
18.3
5.0
1. 6
26.3
Charge for the year –
discontinued operations
0.8
0.2
8.2
4.2
0.4
13.8
0.7
0.2
15.7
4.2
0.2
21.0
Lease Modifications
–
–
–
–
–
–
–
–
–
0.1
–
0.1
Exchange differences
(0.6)
0.1
(14.8)
(1.0)
(0.2)
(16.5)
(0.1)
0.1
3.4
0.6
–
4.0
Eliminated on disposals
– continuing operations
–
(0.1)
(7.2)
(0.4)
(1.1)
(8.8)
(0.1)
–
(5.2)
–
(0.4)
(5.7)
Eliminated on disposals
– Aerostructures on
31 December 2025
(14.5)
(4.6)
(205.1)
(27.2)
(1.0)
(252.4)
–
`–
(3.9)
–
–
(3.9)
Reclassification
–
–
–
–
–
–
–
–
0.5
(0.5)
–
Impairment/restructuring
disposal
–
–
(0.4)
–
–
(0.4)
–
–
–
1. 9
–
1. 9
At 31 December
30.1
1.6
243.8
32.7
3.8
312.0
43.1
5.8
444.1
51.6
4.2
548.8
Carrying amount
at 31 December
43.6
2.9
91.4
34.5
4.0
176.4
68.5
3.9
154.2
60.2
5.3
292.1
Governance report Additional information
155 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
16. Property, plant and equipment continued
In 2025, £0.4m property, plant and equipment were impaired; see note 9 (2024 – £1.9m Right of Use Assets). The recoverable
amount of the assets was determined based on value-in-use for assets with confirmed orders, or fair value less costs to sell,
where assets are to be disposed.
At 31 December 2025, the Group had entered into contractual commitments for the acquisition of property, plant and equipment
amounting to £3.6m (2024 – £6.5m including Aerostructures).
17. Inventories
Year ended Year ended
2025 2024
£m £m
Raw materials
65.4
98.4
Work-in-progress
53.9
97.1
Finished goods
25.6
40.5
Total
144.9
236.0
Inventory write-downs recognised as an expense in 2025 in continuing operations were £4.2m including £1.7m charges related to
restructuring provision (2024 – £3.3m, including £0.4m related discontinued operations).
18. Trade and other receivables
Trade and other receivables at 31 December comprise the following:
Year ended Year ended
2025 2024
£m £m
Non-current assets
Foreign exchange contracts
1.5
0.2
Other receivables
0.5
0.2
2.0
0.4
Current assets
Trade receivables
91.4
119.2
Value added tax
3.2
4.0
Foreign exchange contracts
1.6
1. 0
Prepayments
12.0
13.0
108.2
137.2
Total trade and other receivables
110.2
137.6
Credit risk
The Group’s principal financial assets are bank balances and cash and trade receivables. The credit risk on liquid funds and derivative
financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit
rating agencies.
The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the Consolidated Balance Sheet
are net of loss allowances. There are no other credit or impairment losses for other classes of financial assets.
Further disclosures on credit risk are included in Note 20.
The average credit period taken on sales of goods is 56 days (2024 – 56 days). An allowance has been made for estimated
irrecoverable amounts from the sale of goods of £2.8m (2024 – £3.0m excluding Aerostructures). In determining the recoverability of
trade receivables, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted
up to the reporting date. At 31 December 2025, the carrying amount of the receivable from the Group’s most significant customer
was £11.5m (2024 – £6.5m). The Group has no other significant concentration of credit risk, with exposure spread over a large number
of counterparties and customers. Accordingly, the Directors believe that there is no further credit provision risk in excess of the loss
allowance.
Governance report Additional information
156 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
18. Trade and other receivables continued
Expected credit loss
Year ended Year ended
2025 2024
£m £m
Movements in loss allowance:
At 1 January
3.5
2.3
Provision for impairment
0.6
2.0
Amounts written off as uncollectible
(0.3)
(0.4)
Amounts recovered
(0.3)
(0.4)
Exchange differences
(0.2)
–
Amounts related to the disposal of Aerostructures (Note 35)
(0.5)
–
At 31 December
2.8
3.5
Ageing analysis of past due:
Up to 30 days past due
8.8
12.2
31 to 60 days past due
2.4
2.1
61 to 90 days past due
1.7
1. 3
91 to 180 days past due
3.1
4.1
Total past due, net of loss allowance
16.0
19.7
Not past due
78.2
103.0
Total current trade receivables
94.2
122.7
Ageing analysis for 2024 have been re-presented to show on a gross basis.
There are no items past due in any other class of financial assets except for trade receivables.
The Directors consider that the carrying amount of trade and other receivables approximates their fair value. The maximum exposure
to credit risk at the reporting date is the fair value of each class of receivable above. The Group does not hold any collateral as security.
19. Bank overdrafts and loans
Year ended Year ended
2025 2024
£m £m
Bank loans
41.6
37.0
Other loans
113.7
161.9
155.3
198.9
The borrowings are repayable as follows:
On demand or within one year
30.0
75.0
In the second year
35.8
9.5
In the third to fifth years inclusive
89.5
74.5
After five years
–
39.9
155.3
198.9
Less: amount due for settlement within 12 months (shown under current liabilities)
(30.0)
(75.0)
Amount due for settlement after 12 months
125.3
123.9
At 31 December 2025, bank loans of £42.2m are drawn and there are £0.6m of capitalised revolving credit facility transaction costs. At
31 December 2024, bank loans of £37.9m were drawn and there were £0.9m of capitalised revolving credit facility transaction costs.
Analysis of borrowings by currency
Wednesday, 31 December 2025
Pound US
Sterling Euros Dollars Others Total
£m £m £m £m £m
Bank loans
29.4
12.2
–
–
41.6
Other loans
–
24.3
89.4
–
113.7
29.4
36.5
89.4
–
155.3
Governance report Additional information
157 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
19. Bank overdrafts and loans continued
Analysis of borrowings by currency continued
Tuesday, 31 December 2024
Pound US
Sterling Euros Dollars Others Total
£m £m £m £m £m
Bank loans
21.1
–
15.9
–
37.0
Other loans
27.0
23.1
111.8
–
161.9
48.1
23.1
127.7
–
198.9
The weighted average interest rates paid were as follows:
Year ended Year ended
2025 2024
% %
Bank loans and overdrafts
5.63
6.81
Other loans
3.51
3.61
Bank loans and overdrafts of £42.2m (2024 – £37.9m) are arranged at floating rates, thus exposing the Group to cash flow interest rate
risk. Other borrowings are mainly arranged at fixed interest rates and expose the Group to fair value interest rate risk. No interest rate
swaps were taken out in 2024 or 2025.
The Directors estimate the fair value of the Group’s borrowings to be as follows:
Year ended Year ended
2025 2024
£m £m
Bank loans and overdrafts
41.6
37.0
Other loans
115.5
159.1
157.1
196.1
The fair value of Other loans has been determined by applying a make-whole calculation using the prevailing treasury bill yields plus
the applicable credit spread for the Group (level 2 of the fair value hierarchy as defined in Note 20).
The other principal features of the Group’s borrowings are as follows:
Bank overdrafts are repayable on demand. The effective interest rates on bank overdrafts are determined based on SONIA,
SOFR and appropriate LIBOR rates plus applicable margins.
The Group’s main loans are unsecured guaranteed loan notes in the US private placement market and revolving credit facilities.
a) Loan notes of €28m, 2025 £24.3m (2024 – £23.1m) were taken out in January 2017, carry interest at the rate of 1.51% and
mature on 1 February 2027.
b) Loan notes of $60m, 2025 £nil (2024 – £48.0m) were taken out in October 2015 and were repaid in October 2025. The loan
notes carry interest at the rate of 3.75% per annum.
c) Loan notes of £27m were drawn down in January 2018, carry interest at a rate of 2.35% and were repaid in January 2025.
d) Loan notes of $30m, 2025 £22.3m (2024 – £24.0m) were taken out in September 2018, carry interest at the rate of 4.18%
and are due for repayment in September 2028.
e) Loan notes of $50m, 2025 £37.3m (2024 – £40.0m) were taken out in February 2024, carry an interest rate of 6.26% and
are due for repayment in February 2030.
f) Loan notes of $40m, 2025 £29.8m (2024 – £nil) were taken out in February 2025, carry an interest rate of 5.46% and are due
for repayment in February 2029.
Transaction costs of £0.2m, directly attributable to the US Dollar notes (£0.2m), have been deducted from their carrying value.
The Group also has two revolving credit facilities.
A committed multi-currency revolving credit facility in the UK of £115m (2024 – £115m) matures in November 2027. At 31 December
2025, £12.2m was outstanding under the £115m facility, comprising €14.0m (£12.2m). At 31 December 2024, £28.4m was
outstanding under the £115m facility, comprising $8.0m (£6.4m) and £22.0m.
A committed $50m single bank (£37.3m) loans and letter of credit facility matures in June 2027. There were $nil (£nil) loans
with reference to Term SOFR which are drawn under the facility on 31 December 2025 and $11.9m (£9.5m) loans drawn in
31 December 2024 and there were letters of outstanding credit of $3.2m (£2.4m) (2024 – £5.2m).
A £30m term loan was taken out in July 2025 and repaid in January 2026.
Governance report Additional information
158 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
19. Bank overdrafts and loans continued
As at 31 December 2025, the Group had available £137.7m (2024 – £111.9m) of undrawn committed borrowing facilities in respect
of which all conditions precedent had been met. The weighted average maturity of the Group’s committed facilities at 31 December
is 2.1 years (2024 – 2.5 years).
20. Financial instruments capital risk management
The Group manages its capital structure to safeguard its ability to continue as a going concern whilst maximising the return to
stakeholders through the optimisation of the balance between debt and equity. In considering the appropriate level of net debt,
the Group pays close attention to its level as compared to the cash generation potential of the Group, measured by EBITDA (defined
in the Notes to the Financial Headlines). The Group also monitors capital on the basis of a gearing ratio. This ratio is calculated as net
debt divided by total capital. Net debt is derived in Note 31c. Lease liabilities are excluded from net debt in calculating the gearing ratio.
Total capital is the equity shown in the Consolidated Balance Sheet.
The Group’s strategy in respect of gearing is to target a long-term gearing ratio within the range of 30% to 60%. The gearing ratio for
the Group at the end of 2025 was 20% (2024 – 33%).
All of the Group’s external borrowing facilities at 31 December 2025 have a requirement for the ratio of net debt to EBITDA to be
less than 3.0x (US Private Placements) or 3.5x (UK RCF and US RCF). IFRS 16 does not impact the Group’s lending covenants as
these are currently based on frozen GAAP, hence figures quoted below exclude the impact of IFRS 16 on net debt, interest and
EBITDA. As required by the covenant definition, net debt is restated using 12-month average exchange rates (consistent with
EBITDA definition).
The Group has two covenants for committed borrowing facilities, which are tested at June and December: the Group’s net debt
to EBITDA (defined in the Notes to the Financial Headlines) must not exceed 3.0x and interest cover, the ratio of EBITDA to interest
must be higher than 3.5x.
At 31 December 2025, the Group’s net debt to EBITDA was 0.9x (31 December 2024 – 1.8x) and interest cover was 7.0x
(31 December 2024 – 7.0x), both comfortably within the covenants limits.
Financial risk management
The Group’s activities expose it to a variety of financial risks including foreign exchange risk, interest rate risk, credit risk and liquidity
risk. The Group’s overall treasury risk management programme focuses on the unpredictability of financial markets, and seeks to
minimise potential adverse effects on the Group’s financial performance.
The Group uses derivative financial instruments to hedge certain risk exposures. The use of financial derivatives is governed by
the Group’s policies approved by the Board, which provide written principles on foreign exchange risk, interest rate risk, credit risk,
the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with
policies and exposure limits is reviewed by the Group’s Treasury Committee on a regular basis. The Group does not enter into or trade
financial instruments, including derivative financial instruments, for speculative purposes.
Foreign exchange risk management
The Group enters into forward foreign exchange contracts to hedge the exchange risk arising on the operations’ trading activities
in foreign currencies. Where commented on below, the sensitivity analysis of the Group’s exposure to foreign currency risk at the
reporting date has been determined based on the change taking place at the beginning of the financial year and left unchanged
throughout the reporting period, with all other variables held constant (such as interest rates). The sensitivity assumptions are based
on analysis reviewed by the Group’s Treasury Committee.
Translation risk
The Group derived 84% of its revenue from businesses outside the United Kingdom, with 62% relating to operations in North
America. Fluctuations in the value of the US Dollar and other currencies in relation to Pound Sterling have had, and may continue to
have, a significant impact on the results of the Group’s operations when reported in Pound Sterling. The Group decided not to hedge
this translation risk. In addition, the majority of assets are denominated in foreign currency, particularly in US Dollars. In order to
provide a hedge against volatility in the value of these assets compared to the Group’s loss/earnings, and hence provide a natural
hedge against the Group’s principal lending covenant (the ratio of net debt to EBITDA), the Group aims to borrow in foreign currencies
in similar proportions to its generation of foreign currency EBITDA, where practical and economic.
The Group has restarted its Net Investment Hedging programme to manage a portion of the foreign exchange risk on its Euro net
investment. In February 2025 a foreign exchange forward contract was entered and rolled 1:1 into a Euro borrowing in March 2025.
The principal of this borrowing has been rolled forward on a monthly basis and amounts to €14.0m. The accumulated foreign
exchange net loss of these financial instruments qualifies for hedge accounting and is recognised in equity. Any ineffective portion
(2025: £nil) would be recognised in the Income Statement.
Governance report Additional information
159 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
20. Financial instruments capital risk management continued
Translation risk continued
A 10% appreciation (or depreciation) of all other currencies against the Pound Sterling would have increased (or decreased) 2025
Group adjusted operating profit by £8.5m (£5.2m of which would have been due to the US Dollar movement) and would have
increased (or decreased) equity by £25.7m (£22.0m of which would have been due to the US Dollar movement).
Transaction risk
The Group has a number of transaction-related foreign currency exposures, particularly between the US Dollar and the Pound
Sterling, Euro and Mexican Peso. The Group seeks to hedge between 0% to 100% of transaction-related exposures mainly on
a rolling 15 to 18-month forward basis, but in some cases for periods of up to 60 months and applies hedge accounting where the
forwards can be designated in a qualifying cash flow hedge relationship. Based on the net of the annual sales and purchase-related
exposures, all transaction-related foreign currency exposures to Group profit after hedging in existence at 31 December 2025 are
immaterial. The impact on equity is determined by the unrecognised portion of open forward contracts at the year-end. A 10%
appreciation (or depreciation) of the US Dollar against the Pound Sterling, Euro and the Mexican Peso would have decreased (or
increased) equity by £5.9m, £0.3m and £1.2m, respectively.
Interest rate risk management
The Group has a policy of maintaining approximately 60% of its borrowing costs at fixed interest rates. The Group generally
borrows long-term in fixed rates but at times may borrow at floating rates and swap into fixed depending on credit market conditions.
Occasionally a portion of fixed debt interest is swapped into floating rates. The combination of maintaining an acceptable balance of
fixed and floating rate debt, and the Group’s policy of borrowing in foreign currency in proportion to its generation of foreign currency
earnings, provides an effective hedge against the impact of interest rate and foreign currency volatility on total interest costs.
As at year end 2025, the percentage of debt at fixed interest was 73% (2024 – 81%), excluding IFRS 16 lease liabilities from debt.
The following sensitivity analysis of the Group’s exposure to interest rate risk in 2025 has been retrospectively determined based
on the exposure to applicable interest rates on financial assets and liabilities held throughout the financial year, with all other
variables held constant (such as foreign exchange rates). The sensitivity assumptions are based on analysis reviewed by the Group’s
Treasury Committee. If variable interest rates had been 0.5% lower (or higher), the Group’s profit before tax would have increased
(or decreased) by £0.5m. Any fixed interest debt is held to maturity and not fair value adjusted through the Consolidated Income
Statement. An increase (or decrease) of 0.5% in the market interest rate for the fixed rate debt held up to maturity would have
decreased (or increased) the fair value of the Group’s borrowings by £1.5m. The Group’s sensitivity to interest rates has remained
broadly consistent with prior period due to the high proportion of fixed debt.
Credit risk management
The Group’s credit risk is primarily attributable to its trade receivables. The credit quality of customers is assessed taking into account
their financial position, past experience and other factors. Further details on determining the recoverability of trade receivables is
provided in Note 18. The Group is guarantor under one lease of a current subsidiary entity in the UK. Credit risk on liquid funds and
derivative financial instruments is limited because the counterparties are financial institutions with high credit ratings assigned by
international credit rating agencies. The carrying amount of financial assets recorded in the Financial Statements, which is net of
impairment losses, represents the Group’s maximum exposure to credit risk.
The Group participates in some non-recourse reverse factoring schemes which are arranged by customers. These are a form of
non-recourse factoring that are common practice within the aerospace sector and with large customers in the Flexonics Division.
In a reverse factoring scheme, a financial counterparty commits to pay supplier invoices ahead of due date in exchange for a discount
interest charge. It is a funding solution initiated by the customer to provide the supplier with an alternative financing arrangement.
The Group participates in reverse factoring schemes as a way of reducing credit risk. The trade receivables reverse factored at
31 December 2025 were £36.5m (2024 – £29.1m). The net impact of reverse factoring on 2025 was a cash inflow in working capital
of £8.4m (2024 – £nil) and the discount interest presented within other finance costs is a charge of £1.4m in 2025 (2024 – £0.9m).
Liquidity risk management
Liquidity risk reflects the risk that the Group will have insufficient resources to meet its financial liabilities as they fall due. The Group
manages liquidity risk by maintaining adequate reserves, banking facilities and revolving credit facilities, by continuously monitoring
forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Cash flow forecasts are produced
monthly, together with appropriate capacity planning and scenario analysis, to ensure that bank covenant and liquidity targets will be
met. The Directors also regularly assess the balance of capital and debt funding of the Group, as part of a process to satisfy the
Group’s long-term strategic funding requirements.
As noted in the Financial Review on pages 38 to 40, the Group is currently in a well-funded position, with significant headroom
under its committed borrowing facilities. It is considered unlikely that the Group will face any significant funding issues in the
foreseeable future.
Governance report Additional information
160 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
20. Financial instruments capital risk management continued
Categories of financial instruments
Year ended Year ended
2025 2024
£m £m
Carrying value of financial assets:
Cash and cash equivalents
82.0
45.5
Trade receivables
91.4
119.2
Deferred consideration receivable
8.2
–
Other receivables
0.5
0.2
Financial assets at amortised cost
182.1
164.9
Contingent Consideration receivable – fair value through profit or loss
12.9
–
Foreign exchange contracts – cash flow hedges
3.1
1. 1
Foreign exchange contracts – held for trading
–
0.1
Total financial assets
198.1
166.1
Carrying value of financial liabilities:
Bank overdrafts and loans
155.3
198.9
Lease liabilities
44.0
76.2
Trade payables
64.8
107.4
Other payables
71.8
65.8
Financial liabilities at amortised cost
335.9
448.3
Contingent Consideration payable – fair value through profit or loss
3.5
16.5
Foreign exchange contracts – cash flow hedges
0.6
5.7
Foreign exchange contracts – held for trading
–
0.1
Total financial liabilities
340.0
470.6
Undiscounted contractual maturity of financial liabilities at amortised cost:
Amounts payable:
On demand or within one year
180.9
270.0
In the second to fifth years inclusive
165.3
141.2
After five years
20.3
90.2
366.5
501.4
Less: future finance charges
(30.6)
(53.1)
Financial liabilities at amortised cost
335.9
448.3
Deferred consideration receivable relates to customary adjustments to net working capital in relation to the disposal of Aerostructures
(see note 35).
The contingent consideration which is potentially receivable in less than 1 year has a gross value at 31 December 2025 of £13.2m
and a discounted value of £12.9m.The contingent consideration which is potentially payable in less than 2 years has a gross value at
31 December 2025 of $5.0m (£3.7m) and a discounted value of $4.7m (£3.5m). At 31 December 2024 the gross value was $21.6m
(£17.3m) and a discounted value was $20.6m (£16.5m).
The carrying amount is a reasonable approximation of fair value for the financial assets and liabilities, excluding leases, noted above
except for bank overdrafts and loans, disclosure of which are included within Note 19.
An ageing analysis of trade receivables is disclosed within Note 18.
Governance report Additional information
161 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
20. Financial instruments capital risk management continued
Forward foreign exchange contracts
The Group enters into forward foreign exchange contracts to hedge the exchange risk arising on the operation’s trading activities
in foreign currencies in accordance with the Group’s accounting policy as set out in Note 2. At 31 December 2025, total notional
amounts and fair values of outstanding forward foreign exchange contracts that the Group have committed are given below:
Year ended Year ended
2025 2024
£m £m
Notional amounts:
Foreign exchange contracts – cash flow hedges
131.5
157.1
Foreign exchange contracts – held for trading
0.5
8.0
Total
132.0
165.1
Less: amounts maturing within 12 months
(96.5)
(115.5)
Amounts maturing after 12 months
35.5
49.6
Contractual maturity:
Cash flow hedges balances due within one year:
Outflow
(94.8)
(108.8)
Inflow
96.7
106.3
Cash flow hedges balances due between one and two years:
Outflow
(17.8)
(21.8)
Inflow
18.7
20.5
Cash flow hedges balances due between two and five years:
Outflow
(15.9)
(29.7)
Inflow
16.9
29.3
Held for trading balances due within one year:
Outflow
(0.5)
(8.0)
Inflow
0.5
8.0
Fair values:
Foreign exchange contracts – cash flow hedges
2.5
(4.6)
Foreign exchange contracts – held for trading
–
–
Total liability
2.5
(4.6)
These fair values are based on market values of equivalent instruments at the Balance Sheet date, comprising £3.1m (2024 – £1.2m)
assets included in trade and other receivables and £0.6m (2024 – £5.8m) liabilities included in trade and other payables. The fair value
of currency derivatives that are designated and effective as cash flow hedges amounting to £2.3m gain (2024 – £4.2m loss) has been
deferred in equity.
An amount of £0.6m gain related to foreign exchange contracts (2024 – £0.1m loss) has been transferred to the Consolidated Income
Statement, and is included within operating profit.
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness
assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Group enters
into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item, and so a
qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that the
critical terms no longer match exactly with the critical terms of the hedging instrument, the Group uses the hypothetical derivative
method to assess effectiveness.
Ineffectiveness is recognised on a cash flow hedge where the cumulative change in the designated component value of the hedging
instrument exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of the
above foreign exchange contracts this may arise if the timing of the transaction changes from what was originally estimated.
The hedged forecast transactions denominated in foreign currency are expected to occur at various dates during the next 60 months.
Amounts deferred in equity are recognised in the Consolidated Income Statement in the same period in which the hedged items
affect profit or loss, which is generally within 12 months from the Balance Sheet date.
Governance report Additional information
162 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
20. Financial instruments capital risk management continued
Forward foreign exchange contracts continued
In 2024 and 2025 some cash flow hedging relationships were discontinued because forecast foreign currency transactions were
no longer highly probable and no longer expected to occur. Previously accumulated gains or losses on the forward contracts were
immediately reclassified to the income statement. These forward contracts, and the forward contracts entered to unwind the
position, that remained at 31 December 2024 and 31 December 2025 were presented in the balance sheet as held for trading assets.
Fair values
The following table presents an analysis of financial instruments that are measured subsequent to initial recognition at fair value,
grouped into Levels 1–3 based on the degree to which the fair value is observable:
Level 1 those fair values derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2
those fair values derived from inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3
those fair values derived from valuation techniques that include inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
There has not been any transfer of assets or liabilities between levels. There are no non-recurring fair value measurements.
Level 2 fair values are derived from future cash flows, of open forward contracts at 31 December, translated by the difference
between contractual rates and observable forward exchange rates.
Level 1 Level 2 Level 3 Total
31 December 2025 £m £m £m £m
Assets
Contingent consideration receivable – fair value through profit or loss
–
–
12.9
12.9
Foreign exchange contracts – cash flow hedges
–
3.1
–
3.1
Foreign exchange contracts – held for trading
–
–
–
–
Total assets
–
3.1
12.9
16.0
Liabilities
Contingent Consideration – fair value through profit or loss
–
–
3.5
3.5
Foreign exchange contracts – cash flow hedges
–
0.6
–
0.6
Foreign exchange contracts – held for trading
–
–
–
–
Total liabilities
–
0.6
3.5
4.1
Level 1 Level 2 Level 3 Total
31 December 2024 £m £m £m £m
Assets
Contingent consideration receivable – fair value through profit or loss
–
–
–
–
Foreign exchange contracts – cash flow hedges
–
1. 1
–
1. 1
Foreign exchange contracts – held for trading
–
0.1
–
0.1
Total assets
–
1. 2
–
1. 2
Liabilities
Contingent Consideration payable – fair value through profit or loss
–
–
16.5
16.5
Foreign exchange contracts – cash flow hedges
–
5.7
–
5.7
Foreign exchange contracts – held for trading
–
0.1
–
0.1
Total liabilities
–
5.8
16.5
22.3
The fair value of contingent consideration payable is based on the expected present value technique, using risk-adjusted discount rate
to discount probability weighted cash flows.
The contingent consideration receivable has been recognised at fair value at 31 December 2025, representing management’s best
estimate based on information available at the reporting date determined under the sale and purchase contract. The valuation uses
unobservable inputs, is classified as a Level 3 fair value measurement and is based on the discount rate adjustment present value
technique, using risk-adjusted discount rate to discount a single estimate of cash flows. While the completion accounts process may
involve negotiation, in management’s view this relates to contractual application rather than variability in valuation inputs. Actual
amounts received may differ from the estimate recognised once the completion accounts process is concluded.
Governance report Additional information
163 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
21. Tax balance sheet
Current tax
The current tax receivable of £2.7m (2024 – £2.8m) includes excess tax paid to tax authorities that is expected to be recovered within
12 months by way of offset against future tax liabilities or refund.
The majority of the Group’s taxable profits arise in countries, including the US, where the estimated tax liabilities are paid in on-
account instalments during the year to which they relate and are largely paid at the Balance Sheet date. The current tax liability of
£7.5m (2024 – £8.0m) includes £1.9m (2024 – £1.9m) tax due on profits of the current and prior years as well as £5.6m (2024 – £6.1m)
provisions for tax uncertainties that represent amounts expected to be paid but by their nature, there is uncertainty over timing and
eventual settlement.
The Group recognises provisions for tax items which are considered to have a range of possible tax outcomes and separately
accounts for interest that may be due thereon. These uncertainties exist due to a number of factors including differing interpretations
of local tax laws and the determination of appropriate arm’s length pricing in accordance with OECD transfer pricing principles on
internal transactions and financing arrangements. In calculating the carrying amount of provisions, Management estimates the tax
which could become payable as a result of differing interpretations and decisions by tax authorities in respect of transactions and
events whose treatment for tax purposes is uncertain. In accordance with IFRIC 23, individual provisions are established based on
an assessment of whether it is the most likely individual outcome, or the expected outcome on a probability basis that is likely to best
reflect the resolution of the uncertainty. The range of reasonably possible outcomes considered by the Board is not expected to
increase the provision by a material amount.
Deferred tax liabilities and assets
The following are the deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior
reporting period:
Accelerated Unrealised Goodwill and Other
tax FX intangible Retirement R&D Tax temporary
depreciation gains amortisation benefits tax credits losses differences Total
£m £m £m £m £m £m £m £m
At 1 January 2024
(18.7)
0.3
(8.0)
(10.1)
0.8
3.4
46.0
13.7
Reclassification
–
–
–
–
10.0
–
(10.0)
–
(Charge)/credit to Consolidated Income Statement
(0.8)
(0.5)
(0.7)
(0.8)
5.7
0.7
0.3
3.9
(Charge)/credit to other comprehensive income
–
0.8
–
1. 1
–
–
–
1. 9
Credit direct to equity
–
–
–
–
–
–
(0.8)
(0.8)
Exchange differences
(0.3)
0.1
(0.1)
0.1
0.2
–
0.6
0.6
At 1 January 2025
(19.8)
0.7
(8.8)
(9.7)
16.7
4.1
36.1
19.3
(Charge)/credit to Consolidated Income Statement
9.4
0.2
–
1.5
(7.3)
7.5
(3.8)
7.5
Credit to other comprehensive income
–
(1.7)
–
3.5
–
–
–
1.8
Charge direct to equity
–
–
–
–
–
–
0.4
0.4
Balances disposed
2.0
–
(0.1)
(0.1)
–
(1.1)
(2.4)
(1.7)
Exchange differences
0.7
–
0.7
–
(1.0)
(0.2)
(1.7)
(1.5)
Asset / (liability) at 31 December 2025
(7.7)
(0.8)
(8.2)
(4.8)
8.4
10.3
28.6
25.8
Other temporary differences include assets in the US of £10.1m (2024 – £15.1m) in respect of inventory provisions, accruals and other
expenses where tax relief is only available when items are realised or paid as well other timing differences for interest costs of £11.0m
(2024 – £10.0m). Also included are assets held in respect of IFRS16 of £1.5m (2024 – £2.8m) and share-based compensation £3.3m
(2024 – £2.7m).
During the year, net timing difference liabilities of £4.6m, in respect of the US and UK Aerostructures disposals have reversed through
the income statement.
The deferred tax liability in respect of retirement benefits relates primarily to the Senior plc UK defined benefit pension plan £5.8m
(2024 – £10.9m), net of deferred tax assets on other schemes.
Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances, after offset:
Year ended Year ended
2025 2024
£m £m
Deferred tax assets
28.1
27.5
Deferred tax liabilities
(2.3)
(8.2)
25.8
19.3
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available, including those arising
from the reversal of other taxable temporary differences, against which the assets can be utilised.
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Financials statementsStrategic report
21. Tax balance sheet continued
Deferred tax liabilities and assets continued
At the Balance Sheet date the Group has recognised deferred tax assets in respect of losses of £10.3m (2024 – £4.4m), including
£0.1m (2024 – £0.4m) recognised against deferred tax liabilities and £10.2m (2024 – £4.0m) recognised based on anticipated profits
in the Group’s five year forecast to 2030 as approved by the Board.
Due to uncertainty as to the availability of future profits against which tax losses may be utilised, £1.3m (2024 – £11.7m) of losses have
not been recognised at the Balance Sheet date. Included in unrecognised tax losses are losses of £nil (2024 – £11.4m) that will expire
over a period of one to nine years. Other losses may be carried forward indefinitely.
At the Balance Sheet date, a deferred tax liability of £0.6m (2024 – £0.4m) has been recognised in respect of the aggregate amount
of temporary differences associated with undistributed earnings of subsidiaries expected to reverse in the foreseeable future.
No temporary difference has been recognised in respect of £5.9m (2024 – £30.7m) of undistributed earnings, which may be
subject to a withholding tax, as the Group is in a position to control the timing of the reversal of the temporary differences and it is
not probable that such differences will reverse in the foreseeable future.
At the Balance Sheet date, the Group had £5.0m (2024 – £5.0m) of surplus Advanced Corporation Tax (‘ACT’), previously
written off, for which no deferred tax asset has been recognised as it is unlikely to be recovered in the foreseeable future due to
the UK earnings profile. The Group also has £18.0m (2024 – £18.0m) of unused capital losses.
22. Lease liabilities
When measuring lease liabilities, the Group discounts lease payments using incremental borrowing rates, determined on a lease
portfolio basis.
Undiscounted contractual maturity of lease liabilities:
Year ended Year ended
2025 2024
£m £m
Amounts payable:
On demand or within one year
8.6
14.2
In the second to fifth years inclusive
25.1
39.8
After five years
20.3
49.0
54.0
103.0
Less: future finance charges
(10.0)
(26.8)
Lease liabilities
44.0
76.2
Amounts recognised in the Consolidated Income Statement:
Year ended
Year ended
1
2025 2024
£m £m
Interest on lease liabilities
2.2
1. 8
2.2
1. 8
There was no income from sub-leasing right-of-use assets (2024 – £nil). If all lease extension options were fully applied, lease
liabilities would increase by £6.9m at 31 December 2025. There was no expense related to low value or short-term leases
(2024 – £nil).
Amounts recognised in the Consolidated Cash Flow Statement
Year ended
Year ended
1
2025 2024
£m £m
Cash outflow for leases
8.5
7. 9
1 Comparative information related to Consolidated Income Statement and Cash Flow has been re-presented to show continuing operations.
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165 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
23. Trade and other payables
Trade and other payables at 31 December comprise the following:
Year ended Year ended
2025 2024
£m £m
Current liabilities
Trade payables
64.8
107.4
Social security and PAYE
4.9
4.8
Value added tax
0.9
2.3
Foreign exchange contracts
0.6
3.7
Accrued expenses
81.2
78.7
Total trade and other payables
152.4
196.9
Foreign exchange contracts of £nil (2024 – £2.1m), advance payments of £2.4m (2024 – £4.4m) and other long-term liabilities of
£1.4m (2024 – £2.0m) are included in Others, under Non-current liabilities on the Consolidated Balance Sheet.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
The average credit period taken for trade purchases is 56 days (2024 – 61 days).
24. Provisions
Legal claims and
Warranty Restructuring contractual matters Total
£m £m £m £m
At 1 January 2024
1 7. 9
0.5
7. 1
25.5
Additional provision in the year
2.8
–
1. 7
4.5
Utilisation of provision
(1.0)
(0.5)
(0.6)
(2.1)
Release of unused amounts
(0.6)
–
(1.5)
(2.1)
Exchange differences
0.1
–
–
0.1
At 1 January 2025
19.2
0.0
6.7
25.9
Additional provision in the year
3.3
2.9
0.4
6.6
Utilisation of provision
(1.0)
(1.5)
(0.1)
(2.6)
Release of unused amounts
(2.6)
–
(0.1)
(2.7)
Exchange differences
(0.9)
–
(0.2)
(1.1)
At 31 December 2025
18.1
1.4
6.7
26.1
Included in current liabilities
6.3
1.4
6.6
14.3
Warranty
Provisions for warranty costs are based on an assessment of future claims with reference to past experience. Management exercises
judgment to determine the best estimate of the most likely outcome for each provision separately. £6.3m of costs are expected to
settle within the next 1 year, with the remainder expected to settle within 3 years. The warranty costs include a provision of £9.8m
(2024 – £11.8m) related to one specific disputed commercial matter which was resolved in 2025.
Legal claims and contractual matters
Provisions at 31 December 2025 comprise £6.7m (2024- £6.7m) relating to contractual matters that have arisen in the ordinary
course of business, the settlement of which are subject to ongoing discussions. Management exercises judgment to determine
the best estimate of the most likely outcome, having considered each provision separately and the possible range of outcomes.
Amounts are recorded for known issues based on past experience of similar items and other known factors and circumstances.
As with any judgment there is a high degree of inherent uncertainty, particularly with legal proceedings and claims, and the actual
amounts of the settlement could differ from the amount provided.
25. Share capital and share premium
Share capital
At 31 December 2025, the Company has issued and fully paid 419.4 million ordinary shares of 10p each and share capital of £41.9m
(2024 – 419.4 million ordinary shares of 10p each and share capital of £41.9m). No shares were issued during 2025 and 2024.
The Company has one class of ordinary shares which carry no right to fixed income.
Share premium
At 31 December 2025, the Company has share premium of £14.8m (2024 – £14.8m). There was no movement during the year.
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166 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
26. Equity reserve
Year ended Year ended
2025 2024
£m £m
Balance at 1 January
7.8
7. 9
Transfer to retained earnings reserve
(3.1)
(4.6)
Share based payment charge
5.1
4.5
Balance at 31 December
9.8
7. 8
The transfer to retained earnings reserve is in respect of equity-settled share-based payments that vested during the year.
27. Hedging and translation reserves
Hedging Translation Hedging Translation
reserve reserve Total reserve reserve Total
Year ended Year ended Year ended Year ended Year ended Year ended
2025 2025 2025 2024 2024 2024
£m £m £m £m £m £m
Balance at 1 January
(38.2)
77.4
39.2
(36.1)
73.4
37.3
Exchange differences on translation of overseas operations
–
(11.3)
(11.3)
–
4.0
4.0
Net gains/(losses) on foreign exchange contracts / debt – net investment hedges
(0.8)
–
(0.8)
–
–
–
Foreign exchange losses/(gains) recycled to the Income Statement on disposal
18.1
(72.7)
(54.6)
–
–
–
Change in fair value of hedging derivatives
6.5
–
6.5
(2.9)
–
(2.9)
Tax on foreign exchange contracts- cash flow hedges
(1.7)
–
(1.7)
0.8
–
0.8
Balance at 31 December
(16.1)
(6.6)
(22.7)
(38.2)
77.4
39.2
Hedging Reserve
At 31 December 2025, the hedging reserve comprises net investment hedging losses of £17.9m (2024 – £35.2m), foreign exchange
contracts – cash flow hedge gain of £2.3m (2024 – £4.2m losses) and related tax gains of £0.5m (2024 – £1.2m).
Movement in fair value of foreign exchange contracts – cash flow hedges:
Derivatives at Derivatives at Derivatives at Derivatives at
fair value fair value fair value fair value
through through through through
Hedging Income Hedging Income
Reserve Statement Total Reserve Statement Total
Year ended Year ended Year ended Year ended Year ended Year ended
2025 2025 2025 2024 2024 2024
£m £m £m £m £m £m
Balance at 1 January
(4.2)
(0.4)
(4.6)
(1.3)
(0.3)
(1.6)
Fair value movement recognised in Hedging reserve
9.8
–
9.8
(2.8)
–
(2.8)
Fair value movement recognised in Income Statement
–
(2.7)
(2.7)
–
(0.2)
(0.2)
Movement on operations disposed at 31 December 2025
(0.5)
0.5
Fair value movement recognised in Hedging reserve and Income Statement
(2.8)
2.8
–
(0.1)
0.1
–
Balance at 31 December
2.3
0.2
2.5
(4.2)
(0.4)
(4.6)
The Group uses foreign currency forward contracts to manage its foreign currency risk associated with its highly probable forecast
transactions. These contracts are designated as cash flow hedge relationships. To the extent these hedges are effective, the change
in fair value of the hedging instrument is recognised in the hedging reserve. The sum of the fair value of foreign exchange contracts
deferred in the hedging reserve and recognised in the Income Statement is presented as foreign exchange contracts – cash flow
hedges. See Note 20 for further details.
Costs of Hedging
The group designates the forward component of foreign currency forward contracts as hedging instruments in cash flow
hedge relationships.
Governance report Additional information
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Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
28. Retained earnings
Year ended Year ended
2025 2024
£m £m
Balance at 1 January
376.7
368.0
Dividends paid
(10.3)
(10.1)
Profit for the year
(4.2)
25.9
Pension actuarial loss
(14.8)
(4.8)
Transfer from equity reserve
3.1
4.6
Transfer from own share reserve
(4.4)
(7.2)
Tax on deductible temporary differences
3.9
0.3
Balance at 31 December
350.0
376.7
29. Own shares
Year ended Year ended
2025 2024
£m £m
Balance at 1 January
(10.5)
(12.8)
Transfer to retained earnings reserve
4.4
9.3
Purchase of new shares
(7.4)
(7.0)
Balance at 31 December
(13.5)
(10.5)
The own shares reserve represents the cost of shares purchased in the market and held by the Senior plc Employee Benefit Trust
to satisfy options under the Group’s share option schemes (see Note 32).
At 31 December 2025, the number of own shares held by the Senior Plc Employee Benefit Trust is 7,331,947 (2024 -6,018,162).
30. Acquisition
Acquisition of Spencer Aerospace Manufacturing,LLC.
On 25 November 2022, the Group acquired substantially all of the assets of Spencer Aerospace Manufacturing, LLC, a leading
manufacturer of highly engineered, high-pressure hydraulic fluid fittings for use in commercial and military aerospace applications,
located in Valencia, California, USA.
At 31 December 2025, there is a maximum contingent consideration remaining of $5m (£3.7m) potentially payable, in milestone
amounts, dependent on the financial performance of Spencer Aerospace for the period from 1 January 2026 to 31 December 2026.
The most likely outcome of this remaining contingent element is estimated as $5m. The fair value of $4.7m (£3.5m), which includes
discounting, has been recognised at 31 December 2025. The fair value of contingent consideration assumes continuing to expand
the relationship with Spencer’s established customers and leveraging Senior’s strong relationships with OEMs, Tier 1 integrators
and after market customers around the world to exploit opportunities for Spencer Aerospace.
In 2025, $16.6m (£13.0m) contingent consideration was paid, £0.8m costs (2024 – £0.8m) were incurred and fair value change of
£0.5m was recognised relating to interest unwind (2024 – release of £3.6m for the 2025 earnout target not expected to be payable
offset by £1.4m interest unwind).
The movement of deferred and contingent consideration payable is shown below:
Year ended Year ended
2025 2024
£m £m
Balance at 1 January
16.5
29.0
Cash paid
(13.0)
(10.7)
Change in fair value on acquisition consideration
0.5
(2.2)
Effect of movements in exchange rates
(0.5)
0.4
Balance at 31 December
3.5
16.5
Amounts falling due within one year
–
13.0
Amounts falling due after one year
3.5
3.5
Contingent consideration payable at 31 December
3.5
16.5
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Financials statementsStrategic report
31. Notes to the consolidated cash flow statement
A) Reconciliation of operating profit to net cash from operating activities
Year ended
Year ended
a
2025 2024
£m £m
Operating profit from continuing operations
47.3
46.8
Adjustments for:
Depreciation of property, plant and equipment
27.5
26.3
Amortisation of intangible assets
2.8
2.6
Profit on sale of fixed assets
(0.2)
–
Share-based payment charges
4.7
4.0
Pension contributions
(0.8)
(0.8)
Pension service and running costs
1.6
1. 6
Pension benefit clarification
7.3
–
Corporate undertaking costs
(0.8)
(0.8)
Share of joint venture
(3.0)
(1.3)
Increase in inventories
(3.0)
(10.7)
(Increase)/decrease in receivables
(13.6)
7. 2
Increase/(decrease) in payables and provisions
11.8
(5.6)
Restructuring impairment of property, plant and equipment
0.4
–
US class action lawsuit
–
1. 1
Site relocation costs
–
1. 9
Foreign exchange movements (non-cash)
3.0
(0.2)
Cash generated by operations
85.0
72.1
Income taxes paid
(7.5)
(7.4)
Interest paid
(20.6)
(18.9)
Net cash from operating activities
56.9
45.8
B) Free Cash Flow
Free cash flow, a non-statutory item, enhances the reporting of the cash-generating ability of the Group prior to corporate activity
such as acquisitions, restructuring, disposal activities, financing and transactions with shareholders. It is used as a performance
measure by the Board and Executive Committee and is derived as follows:
Year ended
Year ended
a
2025 2024
Notes £m £m
Net cash from operating activities
56.9
45.8
Corporate undertaking costs
9
0.8
0.8
Restructuring cash paid
1.5
0.5
Site relocation costs
2.4
1. 6
Interest received
6.5
7. 0
Proceeds on disposal of property, plant and equipment
0.3
–
Purchases of property, plant and equipment
(32.0)
(28.5)
Purchase of intangible assets
(0.6)
(1.1)
Free cash flow
35.8
26.1
a Comparative information has been re-presented to show continuing operations, note 35.
Governance report Additional information
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
31. Notes to the consolidated cash flow statement continued
C) Analysis of net debt
At 1 Net Other At
January Cash Non Exchange Lease 31 December
2025 flow Cash Disposal movement Movements 2025
Notes £m £m £m £m £m £m £m
Cash and bank balances
45.5
37.7
–
(1.3)
0.1
–
82.0
Overdrafts
–
–
–
–
–
–
–
Cash and cash equivalents
45.5
37.7
–
(1.3)
0.1
–
82.0
Debt due within one year
(75.0)
74.3
(30.0)
–
0.7
–
(30.0)
Debt due after one year
(123.9)
(35.7)
30.0
–
4.3
–
(125.3)
Lease liabilities
1
22
(76.2)
10.7
–
34.8
2.5
(15.8)
(44.0)
Liabilities arising from financing activities
(275.1)
49.3
–
34.8
7.5
(15.8)
(199.3)
Total
(229.6)
87.0
–
33.5
7.6
(15.8)
(117.3)
1 The change in lease liabilities in the year ended 31 December 2025 includes total lease rental payments of £14.4m including discontinued operations (£3.7m of these payments relates to lease
interest), £34.8m related to disposal of Aerostructures and £2.5m exchange movement partly offset by £15.8m lease additions and modifications.
At 1 Net Other At
January Cash Non Exchange Lease 31 December
2024 flow Cash movement Movements 2024
Notes £m £m £m £m £m £m
Cash and bank balances
47.6
(1.4)
–
(0.7)
–
45.5
Overdrafts
(1.8)
1. 8
–
–
–
–
Cash and cash equivalents
45.8
0.4
–
(0.7)
–
45.5
Debt due within one year
–
–
(75.0)
–
–
(75.0)
Debt due after one year
(177.8)
(20.2)
75.0
(0.9)
(123.9)
Lease liabilities
2
22
(71.8)
10.0
–
(1.5)
(12.9)
(76.2)
Liabilities arising from financing activities
(249.6)
(10.2)
–
(2.4)
(12.9)
(275.1)
Total
(203.8)
(9.8)
–
(3.1)
(12.9)
(229.6)
2 The change in lease liabilities in the year ended 31 December 2024 includes lease rental payments of £13.4m (£3.4m of these payments relates to lease interest), £1.5m exchange movement
and £12.9m other movements which are related to lease additions and modifications.
Year ended Year ended
2025 2024
£m £m
Cash and cash equivalents comprise:
Cash and bank balances
82.0
45.5
Total
82.0
45.5
Cash and cash equivalents (which are presented as a single class of assets on the face of the Consolidated Balance Sheet) comprise
cash at bank and other short-term highly liquid investments with a maturity of three months or less. The Directors consider that the
carrying amount of cash and cash equivalents approximates to their fair value.
D) Analysis of working capital and provisions
Working capital comprises the following:
Year ended Year ended
2025 2024
£m £m
Inventories
144.9
236.0
Trade and other receivables
108.2
137.2
Trade and other payables
(152.4)
(196.9)
Working capital, including derivatives
100.7
176.3
Items excluded:
Foreign exchange contracts
(1.0)
2.7
Total
99.7
179.0
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Financials statementsStrategic report
31. Notes to the consolidated cash flow statement continued
D) Analysis of working capital and provisions continued
Working capital and provisions movement, net of restructuring items, a non-statutory cash flow item, is derived as follows:
Year ended Year ended
2025 2024
£m £m
Increase in inventories
(3.0)
(10.7)
(Increase)/decrease in receivables
(13.6)
7. 2
Increase/(decrease) in payables and provisions
11.8
(5.6)
Working capital and provisions movement, excluding currency effects
(4.8)
(9.1)
Items excluded:
(Increase)/decrease in restructuring provision
(1.5)
0.5
Increase in inventory impairment
(1.7)
–
Total
(8.0)
(8.6)
32. Share-based payments
The Group recognised total expenses of £5.1m (2024 – £4.5m) related to equity-settled share-based payments, of which £0.4m
(2024 – £0.5m) related to discontinued operations. The Group also recognised £0.9m (2024 – £0.3m) related to social security cost.
As at 31 December 2025, the Group had a liability of £1.3m (2024 – £0.9m) arising from share-based payments relating to social
security costs.
A) 2014 long-term incentive plan
Equity-settled Long-Term Incentive Plans
On 11 March 2025, 3,571,727 shares were awarded under the 2014 Long-Term Incentive Plan. Awards made under this plan have
a three-year vesting period, and are subject to the following equally weighted performance conditions: adjusted earnings per
share (EPS), total shareholder return (TSR), and for awards granted from 2021, there is also a return on capital employed (ROCE)
performance condition. The adjusted EPS and ROCE performance conditions’ targets are expressed as absolute numbers for the
final financial year of the three-year performance period. The threshold of the TSR performance condition requires the Company’s
TSR performance to fall within the top half of a comparator group at the end of the three-year performance period. Vesting levels
increase with higher performance. The awards are settled by delivering shares to the participants.
The estimated fair value for the awards granted in the year, excluding for the Executive Directors, with EPS and ROCE conditions
is 161.0p, which is the share price at the date of grant. The estimated fair value for the awards granted in the year, excluding for the
Executive Directors, with TSR conditions is 111.6p per share reflecting an adjustment of 33% to the fair value of the awards with
EPS conditions due to the stringent TSR condition. The respective fair values for awards made to the Executive Directors is 148.1p
and 102.7p reflecting the two year retention period.
These fair values were calculated by applying a binomial option pricing model. This model incorporates a technique called
“bootstrapping”, which models the impact of the TSR condition. The model inputs at the date of grant were the share price
(161.0p for the main award), expected volatility of 26% per annum, and the performance conditions as noted above. Expected
volatility was determined by calculating the historical volatility of the Group’s share price over the previous three years.
On 4 April 2025, 501,432 additional shares were awarded with three-year vesting period and subject to the same performance
conditions mentioned above. In addition, one off 303,774 LTIP 2022 replacement shares and 199,030 LTIP2023 replacement
shares were also awarded on 4 April 2025 under performance conditions of respective awards.
There were also 17,366 dividend equivalent shares awarded and exercised in 2025.
The following share awards were outstanding as at 31 December 2025 and 2024:
Year ended Year ended
2025 2024
Number of Number of
shares shares
Outstanding at 1 January
13,338,868
13,137,108
Granted
4,593,329
4,293,831
Exercised
(782,849)
(2,569,383)
Forfeited
(4,476,066)
(1,522,688)
Outstanding at 31 December
12,673,282
13,338,868
Governance report Additional information
171 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
32. Share-based payments continued
B) Enhanced smis deferred share award
On 11 March 2025, 587,214 shares were awarded under the Enhanced SMIS Deferred Share Award. Shares earned under this
award have a three-year deferral period and would be subject to forfeiture by a “bad leaver” over that deferral period. There are no
performance criteria for this award. The awards are settled by delivering shares to the participants.
There were also 37,216 dividend equivalent shares awarded and exercised in 2025.
The estimated fair value for the awards granted in the year is 161.0p per share, which is the share price at the date of grant.
The following share awards were outstanding as at 31 December 2025 and 2024:
Year ended Year ended
2025 2024
Number of Number of
shares Shares
Outstanding at 1 January
3,393,683
3,135,225
Granted
624,430
944,861
Exercised
(1,391,115)
(686,403)
Outstanding at 31 December
2,626,998
3,393,683
C) Savings-related share option plan
The Company operates a Savings-Related Share Option Plan for eligible employees across the Group. There are no performance
criteria for this arrangement and options are issued to all participants in accordance with the HM Revenue & Customs rules for such
savings plans. Savings-Related Share Options were last issued on 29 April 2025 under three-years saving contract.
The following options were outstanding as at 31 December 2025 and 2024:
Year ended 2025
Year ended 2024
Weighted Weighted
Number of average Number of average
share exercise share exercise
options price options price
Outstanding at 1 January
2,491,276
151.77p
4,942,990
138.66p
Granted
3,005,408
147.10p
–
–
Exercised
(200,902)
121.11p
(1,538,946)
118.40p
Forfeited
(656,561)
147.37p
(912,768)
137.05p
Outstanding at 31 December
4,639,221
150.69p
2,491,276
151.77p
Exercisable at 31 December
–
–
298,041
118.40p
200,902 shares were exercised in 2025 (2024 – 1,538,946 shares). The options outstanding at 31 December 2025 had exercise
prices of 156.30p and 147.10p per share, and a weighted average remaining contractual life of 2.2 years. The options outstanding
at 31 December 2024 had exercise prices of 156.30p and 118.40p per share, and a weighted average remaining contractual life
of 1.7 years.
D) Restricted share awards
On 15 March 2025, 365,000 shares and on 4 April 2025, 57,775 additional shares were awarded under this plan. Shares granted under
this award have a three-year deferral period and would be subject to forfeiture by a “bad leaver” over that deferral period. There are no
performance criteria for this award. The awards are settled by delivering shares to the participants.
The estimated fair value for the awards granted in the year is 161.0p per share, which is the share price at the date of grant.
The following share awards were outstanding as at 31 December 2025 and 2024:
Year ended Year ended
2025 2024
Number of Number of
shares Shares
Outstanding at 1 January
775,000
540,000
Granted
422,775
355,000
Exercised
(199,605)
(100,000)
Forfeited
–
(20,000)
Outstanding at 31 December
998,170
775,000
Governance report Additional information
172 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
33. Retirement benefit schemes
Summary:
The Group operates a number of pension plans in the UK, North America and Europe. These include both defined contribution
arrangements and defined benefit arrangements. The Senior plc Pension Plan (“the UK Plan”), which is a funded scheme in the UK
and closed to future accrual at the end of 6 April 2014, has the largest pension obligation in the Group and Company. In addition, the
Group operates one defined benefit plan in the US, closed to future participants from September 2013 (with Executive section closed
to future participants from December 2013) and was also closed to future accruals from December 2013, and a number of unfunded
post-retirement plans, including a closed healthcare scheme in the US.
a) Defined benefit plans
UK Plan:
In September 2025, the Trustee of the Senior plc Pension Plan entered into a bulk annuity contract (“buy-in”) with an insurer, M&G,
covering all scheme members. The policy is treated as a plan asset under IAS19 with the value set equal to the corresponding liability
covered by the policy, as it provides income substantially matching the benefits payable by the Plan. The legal obligation to pay
benefits remains with the Plan Trustee. No formal decision to progress to buy-out and wind-up can be made until the Company and
Trustee agree on several key areas, including clarification of certain Plan benefits and use of residual surplus. The loss arising out of
this transaction of approximately £16.0m was recognised in Other Comprehensive Income.
As part of the due diligence work undertaken for the buy-in, some clarifications were identified relating to the administration of certain
plan benefits. In addition, a separate matter outside of the buy-in scope was also identified for annuity income owed to the UK Plan in
respect of other insured members. These matters are historical and had they been identified previously, would have impacted the
financial statements in prior periods. As a consequence, the Group incurred a charge of £7.3m in 2025 representing the estimated
effect of applying the benefit clarifications on the UK Plan at the year end. These estimated adjustments have been accounted for
as plan amendments through past service cost in the Consolidated Income Statement as the estimated amount related to Other
Comprehensive Income is considered negligible. Comparative information has not been restated as the Directors consider the impact
on prior period financial statements to be immaterial.
The UK Plan was in a surplus position of £22.8m as at 5 April 2025 when measured on the Trustee’s funding basis and is in a
surplus position of £23.3m as at 31 December 2025 (31 December 2024 – £43.5m surplus) when measured on an IAS 19 basis.
The difference between the triennial funding and annual IAS 19 valuation relates to the assumptions used. For example, the
funding discount rate is based on the UK Plan’s stated investment strategy, as opposed to the yields available on corporate bonds
for the IAS 19 discount rate. The IAS 19 surplus position on the UK Plan is recognised as an asset in the Consolidated and Company
Balance Sheet, with no requirement to recognise an additional liability on the UK Plan, on the grounds that the Company has an
unconditional right to a refund, assuming the gradual settlement of Plan liabilities over time until all members have left. In considering
this, the Company has taken into account that the Trustees do not have unilateral powers to wind up the Plan or modify benefits.
The decision to enter into the buy-in was a change in investment strategy which was decided by the Trustee in consultation with and
support from Senior plc. As a result of the buy-in, the UK Plan has largely mitigated its funding and investment risks and has ensured
that the Plan is able to meet its primary investment objective of meeting all future benefit payments as they fall due. In particular, while
the value of the obligations may increase or decrease as a result of changes in financial conditions or assumptions, such as longevity,
there is expected to be a matching change in the value of the bulk annuity contract. Therefore the surplus is no longer sensitive to
changes in assumptions and the risk that the Company would need to provide further contributions has been significantly mitigated.
No further Company contributions are payable under the current funding plan. The surplus may however change in future as the value
of the assets other than the bulk annuity policy changes and expenses are met from Plan assets. The UK Plan’s average duration is
around 10 years and benefits are expected to be paid for the next 60 years. These cash flow payments are expected to reach a peak
around 2031, and gradually decline thereafter as the membership matures.
On 5 June 2025, the Department for Work and Pensions (DWP) announced that the Government will introduce legislation to
give pension schemes affected by the Virgin Media ruling the ability to retrospectively obtain written actuarial confirmation that
historic benefit changes met the necessary standards. This new development remains under consideration for the Company and
the Trustee. The defined benefit obligation presented in these condensed financial statements reflects the plan benefits currently
being administered and the estimated impact of recently identified benefit clarifications and therefore treats all past rule changes
as being valid.
Up to and including 18th December 2025 the Trustee of the UK Plan was Senior Trustee Limited. The appointment of the Directors
to the Board was determined by the Articles of Association of Senior Trustee Limited. There were seven Trustee Directors in total and
in accordance with statutory requirements under the Pensions Act 2004, at least one-third of trustees must be a Member Nominated
Director. There were three Member Nominated Directors and four Directors who have been nominated by the Company, of which
the Chairman and one other Director are viewed as independent. On 19th December 2025, the Company appointed ndapt Trustee
Limited (“ndapt”) to replace Senior Trustee Limited as the sole professional trustee of the UK Plan, following an assessment of the
governance structure and the workstream requirements following the buy-in.
Governance report Additional information
173 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
33. Retirement benefit schemes continued
Financial Summary of defined benefit plans:
The amount included in the Consolidated Balance Sheet arising from the Group’s obligations in respect of its defined benefit plans is
set out below.
31 December 2025
31 December 2024
UK plans US plans Unfunded UK plans US plans Unfunded
funded funded plans Total funded funded plans Total
£m £m £m £m £m £m £m £m
Present value of defined benefit obligations
(172.7)
(32.2)
(4.0)
(208.9)
(181.9)
(33.5)
(5.4)
(220.8)
Fair value of plan assets
196.0
29.9
–
225.9
225.4
32.1
–
257.5
Plan surplus/(deficit) per Consolidated Balance Sheet
23.3
(2.3)
(4.0)
17.0
43.5
(1.4)
(5.4)
36.7
i) Movements in the present value of defined benefit obligations were as follows:
31 December 2025
31 December 2024
UK plans US plans Unfunded UK plans US plans Unfunded
funded funded plans Total funded funded plans Total
£m £m £m £m £m £m £m £m
At 1 January
181.9
33.5
5.4
220.8
199.2
37.3
5.2
241.7
Current service cost
–
0.2
0.6
0.8
–
0.2
0.5
0.7
Past service cost
7.3
–
–
7.3
–
–
–
–
Interest cost
9.4
1.8
0.1
11.3
8.8
1. 7
0.1
10.6
Experience on benefit obligations
(0.5)
1.1
–
0.6
0.6
(0.8)
–
(0.2)
Actuarial (gains)/losses – financial
(4.3)
0.2
(0.1)
(4.2)
(17.3)
(2.1)
0.1
(19.3)
Actuarial losses/(gains) – demographic
(3.6)
–
–
(3.6)
2.6
–
–
2.6
Benefits paid
(17.5)
(2.3)
(0.6)
(20.4)
(12.0)
(3.3)
(0.4)
(15.7)
Disposal (Aerostructures)
–
–
(1.6)
(1.6)
–
–
–
–
Exchange differences
–
(2.3)
0.2
(2.1)
–
0.5
(0.1)
0.4
At 31 December
172.7
32.2
4.0
208.9
181.9
33.5
5.4
220.8
ii) Movements in the fair value of plan assets were as follows:
31 December 2025
31 December 2024
UK plans US plans Unfunded UK plans US plans Unfunded
funded funded plans Total funded funded plans Total
£m £m £m £m £m £m £m £m
At 1 January
225.4
32.1
–
257.5
247.7
34.5
–
282.2
Interest on plan assets
11.7
1.7
–
13.4
11. 0
1. 6
–
12.6
Actual return on plan assets less interest
(22.3)
0.3
–
(22.0)
(20.1)
(1.6)
–
(21.7)
Contributions from employer
–
0.4
–
0.4
–
0.4
–
0.4
Benefits paid
(17.5)
(2.3)
–
(19.8)
(12.0)
(3.3)
–
(15.3)
Running costs
(1.3)
(0.1)
–
(1.4)
(1.2)
–
–
(1.2)
Exchange differences
–
(2.2)
–
(2.2)
–
0.5
–
0.5
At 31 December
196.0
29.9
–
225.9
225.4
32.1
–
257.5
Governance report Additional information
174 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
33. Retirement benefit schemes continued
iii) Amounts recognised in the Consolidated Income Statement in respect of these defined benefit schemes are as follows:
31 December 2025
31 December 2024
UK plans US plans Unfunded UK plans US plans Unfunded
funded funded plans Total funded funded plans Total
£m £m £m £m £m £m £m £m
Current service cost
–
0.2
0.6
0.8
–
0.2
0.5
0.7
Past service cost
7.3
–
–
7.3
–
–
–
–
Running cost
1.3
0.1
–
1.4
1. 2
–
–
1. 2
Charge included within operating profit
8.6
0.3
0.6
9.5
1. 2
0.2
0.5
1. 9
Included within finance income
(2.3)
0.1
0.1
(2.1)
(2.2)
0.1
0.1
(2.0)
Amount recognised in the Income Statement
6.3
0.4
0.7
7.4
(1.0)
0.3
0.6
(0.1)
iv) Amounts recognised in other comprehensive income are as follows:
31 December 2025
31 December 2024
UK plans US plans Unfunded UK plans US plans Unfunded
funded funded plans Total funded funded plans Total
£m £m £m £m £m £m £m £m
Net actuarial gain/(losses) in the year due to:
–
Change in financial assumptions
4.3
(0.2)
0.1
4.2
1 7. 3
2.1
(0.1)
19.3
–
Change in demographic assumptions
3.6
–
–
3.6
(2.6)
–
–
(2.6)
–
Experience adjustments on benefit obligations
0.5
(1.1)
–
(0.6)
(0.6)
0.8
–
0.2
Actual return on plan assets less interest on
benefit obligations
(22.3)
0.3
–
(22.0)
(20.1)
(1.6)
–
(21.7)
(Losses)/gains recognised in other
comprehensive income
(13.9)
(1.0)
0.1
(14.8)
(6.0)
1. 3
(0.1)
(4.8)
Actuarial losses of £14.8m (2024 – £4.8m) have been recognised in the Statement of Comprehensive Income. The cumulative
amount of actuarial losses recognised in the Statement of Comprehensive Income as at 31 December 2025 is £68.3m
(2024 – £5 3.5m).
v) Assets and assumptions in funded plans
UK plans funded
US plans funded
2025 2024 2025 2024
£m £m £m £m
Fair value of plan assets
Insured annuities
159.2
3.1
–
–
Bonds
–
99.4
29.9
32.1
Gilts and money market funds
28.5
118.0
–
–
Cash
0.9
4.9
–
–
Net current assets
1
7.4
–
–
–
Total
196.0
225.4
29.9
32.1
Actual return on plan assets
(10.6)
(9.1)
2.0
3.0
1 The net current assets include a prepayment of £6m made to the insurer in respect of data cleanse items relating to the administration of certain plan benefits which are already provided for
within the defined benefit obligation at 31st December 2025.
The UK Plan’s assets are within insured annuities and invested in pooled funds, invested exclusively within instruments with quoted
market prices in an active market. The value of the invested assets has been measured at bid value and the insurance annuity policies
have been valued using assumptions consistent with the corresponding obligations. As at 31 December 2025, all of the UK Plan’s
gilt and money market funds allocation was held in a sterling money market fund. The UK Plan does not invest directly in property
occupied by the Company or in financial securities issued by the Company.
Following the M&G buy-in, changes in the financial or demographic assumptions will not have a material impact on Plan surplus as the
value of the Plan’s insurance policy assets are expected to move in line with the defined benefit obligations.
Governance report Additional information
175 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
33. Retirement benefit schemes continued
In the US funded plan, the assets are held in separate trustee administered funds managed by independent financial institutions and
have pension costs assessed by consulting actuaries using the Projected Unit Method. The estimated contributions expected to be
paid during 2026 in the US funded plans is £0.4m.
UK plans funded
US plans funded
2025
2024
2025
2024
Major assumptions (per annum %)
Inflation
2
2.90%
3.30%
N/A
N/A
Increase in salaries
N/A
N/A
N/A
N/A
Increase in pensions
2.80%
3.10%
0.00%
0.00%
Increase in deferred pensions
2.90%
3.30%
0.00%
0.00%
Rate used to discount plan liabilities
5.40%
5.40%
5.28%
5.63%
Life expectancy of a male aged 65 at the year-end
20.2
20.3
19.9
19.8
Life expectancy of a male aged 65, 20 years after the year-end
21.5
21.7
20.8
21.4
2 Benefits under the US funded plans are not linked to inflation or increase in salaries, but are negotiated as part of collective bargaining agreement, with benefits based on the year of
credited service.
The UK Plan retirement 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. Estimation is required when setting the criteria for bonds to be included in the population from which the
yield curve is derived. The most significant criteria considered for the selection of bonds include the issue size of the corporate bonds,
quality of the bonds and the identification of outliers which are excluded. The assumption for estimating future Retail Prices Index
(RPI) inflation is based on the difference in yields on fixed-interest and index-linked gilts. Demographic assumptions are set broadly
in line with the most recent actuarial valuation of the UK plan. The mortality assumption is 96% of standard mortality tables with an
allowance for future improvements in line with the CMI 2024 enhanced projections, with a long-term annual rate of improvement of
1.25% for males and for females.
For the UK Plan, the estimated impact on the defined benefit liabilities at 31 December 2025 for changes in assumptions is as follows:
2025 2024
Increase/(decrease) Increase/(decrease)
in defined benefit in defined benefit
liabilities liabilities
£m £m
0.5% decrease in the discount rate
(8.5)
(9.1)
One-year increase in life expectancy
(6.6)
(7.5)
0.5% increase in inflation
(5.4)
(5.4)
These sensitivities have been calculated to show the movement in defined benefit obligations as at 31 December 2025.
vi) Other post-retirement liabilities
This balance comprises an unfunded German pension plan of £2.3m (2024 – £2.5m), unfunded closed pension and post-retirement
healthcare plans in the US of £0.4m (2024 – £0.4m), a provision for post-retirement payments in France of £1.3m (2024 – £1.4m)
and £nil for post-retirement payments in Thailand which is no longer part of the Group (2024 – £1.1m).
The closed pension and post-retirement healthcare plans in the US have been valued on a Projected Unit Method using a discount rate
of 5.28% (2024 – 5.63%). No participants were eligible for medical benefits under the healthcare plan in 2025. The German plan has
been subject to formal actuarial valuation on a Projected Unit Method with the following assumptions: discount rate 4.04%, salary
growth nil% and pension increase 2.0% (2024 – 3.17%, nil% and 2.2%). In France, the provision arises from a legal obligation to make
payments to retirees in the first two years post-retirement. Hence, it is not subject to discounting to the same extent as the other
longer-term post-retirement liabilities. The Thailand plan was disposed as part of the Aerostructures disposal on 31st December 2025.
b) Defined contribution schemes
The Group has a number of different defined contribution and government-sponsored arrangements in place in the countries in which
it operates. None of these are individually material to the Group and the aggregate cost of such schemes for the period was £13.2m
(2024 – £11.5m).
Governance report Additional information
176 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
34. Contingent liabilities
The Group could, in the course of conducting business, be subject to claims arising from possible scenarios such as commercial and
compliance matters, product quality or liability, tax audits and it also faces general information security risks. Where the Board has
assessed there to be a probable outflow of economic benefits, provision has been made for the best estimate as at 31 December
2025 (see Note 24). For all other matters, the Board consider less than probable likelihood that there will be an economic outflow
of benefits. While the outcome of these matters cannot be predicted with any certainty, the Directors do not expect any of these
arrangements, legal actions or claims, after allowing for provisions already made where appropriate, to result in significant loss to
the Group.
35. Disposal and discontinued operations
The Group completed the sale of its Aerostructures business on 31st December 2025 to Sullivan Street Partners, a UK-based
mid-market private equity investor, for total estimated consideration of £116.8m, comprising initial proceeds of £95.7m and estimated
customary adjustments and fair value contingent consideration receivable of £21.1m. Net assets disposed were £147.3m (£210.0m
working capital and other assets net of held for sale depreciation stoppage, £27.2m goodwill, partly offset by £35.3m finance lease
liabilities and £54.6m recycling of historical foreign currency net gains) and disposal costs were £11.7m, which resulted in a full year
net loss before tax of £42.2m.
The Group is entitled to contingent consideration determined by reference to a multiple of the EBITDA of the disposed business
for the year ended 31 December 2025, subject to specific adjustments set out in the sale and purchase agreement (“SPA”), and
is subject to a completion accounts process which has not been finalised or agreed with the purchaser at the reporting date. Other
post sale customary adjustments, such as working capital true-ups, will also be finalised on conclusion of the completion accounts
process. Per the SPA, the contractual range on the contingent consideration is £nil to £50m. A contingent consideration receivable
of £13.2m (before £0.3m discounting) has been recognised at fair value at 31 December 2025, representing management’s best
estimate of the amount expected to be received based on information available at the reporting date and the contractual terms of
the SPA. The valuation requires the application of judgement, particularly in relation to the interpretation of contractual provisions
and the resolution of matters through the completion accounts process. The final outcome, which may differ from the valuation at
31 December 2025, remains subject to these interpretations, negotiation and agreement between the parties and will be finalised
once the completion accounts process is concluded. The Directors believe the fair value determined is reasonable based on the
approach taken. However, once an agreement is reached with the buyer the ultimate amount receivable may be higher or lower than
the amount recognised. Based on information available today, the Directors do not expect the amount receivable to be materially
lower, although it could be materially higher.
The results of the discontinued operation, which have been included in the Consolidated Income Statement, were as follows:
Year ended Year ended
2025 2024
Results of discontinued operations £m £m
Revenue
312.5
272.4
Trading profit/(loss)
6.2
(6.5)
Operating profit/(loss)
6.2
(6.5)
Profit/(loss) before tax
3.2
(9.2)
Tax (charge)/credit
(1.1)
2.2
Profit/(loss) from operating activities, net of tax
2.1
(7.0)
Full year impact of disposal
(42.2)
(0.4)
Tax on disposal loss
8.6
0.1
Loss for the period from discontinued operations, net of tax
(31.5)
(7.3)
Other comprehensive (expense)/income, net of tax
(59.6)
3.4
Total comprehensive expense for the period
(91.1)
(3.9)
(Loss)/earnings per share
Basic
(7.62)p
(1.76)p
Diluted
(7.40)p
(1.72)p
Governance report Additional information
177 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
35. Disposal and discontinued operations continued
Year ended Year ended
2025 2024
Cash flows from discontinued operations £m £m
Net cash generated in operating activities
7.4
3.2
Net cash from investing activities
78.2
(13.5)
Net cash used in financing activities
(4.3)
(3.9)
Net cash flow for the period
81.3
(14.2)
Net cash disposed
(1.3)
–
Net cash impact
80.0
(14.2)
Year ended
2025
Effect of disposal on individual assets and liabilities £m
Assets
Goodwill
1
 27.2
Other intangible assets
1.2
Property, plant and equipment
1
131.0
Deferred tax assets
1.5
Inventories
94.3
Trade and other receivables
41.4
Cash and cash equivalents
1.3
Total assets
297.9
Liabilities
Trade and other payables
(50.8)
Retirement benefits
(1.6)
Lease liabilities
(35.3)
Other creditors
(0.9)
Total liabilities
(88.6)
Net assets disposed
209.3
1
On 30th June 2025, there was a remeasurement loss of £39.7m (£27.2m goodwill, £9.3m property, plant and equipment and £3.2m right of use assets), following the
transfer of these assets to held for sale. This loss is included within the total loss from discontinued operations.
Net assets above offset with recycling of historical FX gain of £54.6m and depreciation stoppage of £7.4m resulting in net assets
disposed of £147.3m.
Consideration received, satisfied in cash
95.7
Purchase property, plant and equipment
(17.5)
Net cash from investing activities
78.2
36. Post balance sheet event
The Company made an announcement under Rule 2.4 of the UK Takeover Code on 27 February 2026 in which it confirmed that it was
in discussions with parties in connection with a potential offer for the Company. There can be no certainty that any offer will be made,
or as to the terms of any such offer.
Governance report Additional information
178 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
Notes
Year ended
2025
£m
Year ended
2024
£m
Non-current assets
Investment in subsidiaries 38 259.9 259.9
Property, plant and equipment 39 1.0 1. 3
Other intangible assets 37 0.1 0.2
Other receivables 40 90.7 93.9
Retirement benefits 49 23.3 43.5
Total non-current assets 375.0 398.8
Current assets
Other receivables 40 102.0 64.6
Cash and bank balances 46 47.5 1. 8
Total current assets 149.5 66.4
Total assets 524.5 465.2
Current liabilities
Trade and other payables 42 172.5 81.0
Lease liabilities 47 0.3 0.3
Bank overdrafts and loans 41 30.0 75.0
Total current liabilities 202.8 156.3
Non-current liabilities
Bank and other loans 41 53.5 50.5
Lease liabilities 47 0.2 0.5
Deferred tax liabilities 48 4.2 9.4
Total non-current liabilities 57.9 60.4
Total liabilities 260.7 216.7
Net assets 263.8 248.5
Equity
Issued share capital 43 41.9 41.9
Share premium account 14.8 14.8
Equity reserve 9.8 7. 8
Retained earnings 44 210.8 194.5
Own shares 45 (13.5) (10.5)
Total equity 263.8 248.5
The Profit for the Company for the year ended 31 December 2025 was £38 .2m (2024 – £1 1. 1m loss).
The Financial Statements of Senior plc (registered number 282772) were approved by the Board of Directors and authorised for issue
on 27 February 2026. They were signed on its behalf by:
David Squires Alpna Amar
Director Director
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
Governance report Additional information
179 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
Notes
All equity is attributable to equity holders of the Company
Issue d
share
capital
£m
Share
premium
account
£m
Equity
reserve
£m
Retained
earnings
£m
Own
shares
£m
Total
equity
£m
Balance at 1 January 2024 41.9 14.8 7. 9 223.1 (12.8) 274.9
Loss for the year 2024 – – – (11.1) – (11.1)
Actuarial losses on defined benefit pension schemes – – – (6.0) – (6.0)
Tax relating to components of other comprehensive income – – – 1. 5 – 1. 5
Total comprehensive income for the period – – – (15.6) – (15.6)
Share-based payment charge – – 4.5 – – 4.5
Tax relating to share-based payments – – – (0.3) – (0.3)
Purchase of shares held by employee benefit trust net of
repayments 45 – – – 2.1 (7.0) (4.9)
Use of shares held by employee benefit trust 45 – – – (9.3) 9.3 –
Transfer to retained earnings 44 – – (4.6) 4.6 – –
Dividends paid 11 – – – (10.1) – (10.1)
Balance at 31 December 2024 41.9 14.8 7. 8 194.5 (10.5) 248.5
Profit for the year 2025 – – – 38.2 – 38.2
Actuarial losses on defined benefit pension schemes – – – (13.9) – (13.9)
Tax relating to components of other comprehensive income – – – 3.5 – 3.5
Total comprehensive income for the period – – – 27.8 – 27.8
Share-based payment charge – – 5.1 – – 5.1
Tax relating to share-based payments – – – 0.1 – 0.1
Purchase of shares held by employee benefit trust net of
repayments 45 – – – (7.4) (7.4)
Use of shares held by employee benefit trust 45 – – – (4.4) 4.4 –
Transfer to retained earnings 44 – – (3.1) 3.1 – –
Dividends paid 11 – – – (10.3) – (10.3)
Balance at 31 December 2025 41.9 14.8 9.8 210.8 (13.5) 263.8
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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180 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE COMPANY FINANCIAL STATEMENTS
Accounting policies
Basis of accounting (company only)
These Financial Statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework
(“FRS 101”). In preparing these Financial Statements, the Company applies the recognition, measurement and disclosure
requirements of UK-adopted international accounting standards (“Adopted IFRSs”), but makes amendments where necessary in
order to comply with Companies Act 2006 and has taken advantage of the FRS 101 disclosure exemptions for share-based payments,
financial instruments, fair value measurements, capital management, presentation of a cash flow statement, disclosure of related
party transactions and income taxes in connection with Pillar II disclosures. The Financial Statements have been prepared on the
historical cost basis. They have also been prepared on the going concern basis, as set out in the basis of preparation, Note 2 to the
Consolidated Financial Statements. The principal accounting policies adopted are the same as those set out in Note 2 to the
Consolidated Financial Statements, except in respect of investments in subsidiaries, which are stated at cost less, where appropriate,
provisions for impairment. The carrying values of investments in subsidiaries are reviewed for impairment if events or changes in
circumstances indicate the carrying values may not be recoverable. Amounts due from subsidiaries are financial assets measured at
amortised cost. Expected credit losses, in accordance with IFRS 9, are assessed at each reporting date using the 12-month ECL
approach, as the balances are considered to have low credit risk. The assessment considers the financial position of the subsidiaries,
historical settlement patterns and forward-looking information. The Company reports a net current liability position primarily due to
intercompany loans that are contractually repayable on demand and are therefore classified as current liabilities (under IAS 1.69).
These balances are due to a subsidiary under the control of the Group and, although legally repayable on demand, there is no intention
or expectation that repayment will be demanded. The Company controls the timing of any settlement through its control of the
subsidiary. The Company is incorporated in England and Wales under the Companies Act.
37. Other intangible assets
Year ended
2025
Computer
software
£m
Year ended
2024
Computer
software
£m
Cost
At 1 January 1.1 1. 1
Additions – –
At 31 December 1.1 1. 1
Amortisation
At 1 January 0.9 0.8
Charge for the year 0.1 0.1
At 31 December 1.0 0.9
Carrying amount at 31 December 0.1 0.2
38. Investments in subsidiaries
A list of the significant investments in subsidiaries, including the name, country of incorporation, and proportion of ownership interest
is given on pages 186 to 187.
Year ended
2025
£m
Year ended
2024
£m
At 1 January and 31 December 259.9 259.9
Impairment provision at 31 December 2025 was £nil (2024 – £nil).
39. Property, plant and equipment
Year ended
2025
Plant and
equipment
£m
Year ended
2024
Plant and
equipment
£m
Cost
At 1 January 3.1 2.5
Additions – 0.6
At 31 December 3.1 3.1
Accumulated depreciation
At 1 January 1.8 1. 4
Charge for the year 0.3 0.4
At 31 December 2.1 1. 8
Carrying amount at 31 December 1.0 1. 3
The carrying amount includes £0.4m of right-of-use assets (2024- £0.7m).
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181 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE COMPANY FINANCIAL STATEMENTS continued
40. Other receivables
Other receivables comprise the following:
Year ended
2025
£m
Year ended
2024
£m
Other receivables: amounts due more than one year
Due from subsidiaries 90.7 93.9
90.7 93.9
Other receivables: amounts due within one year
Value added tax 0.3 0.3
Prepayments and accrued income 1.9 1. 2
Due from subsidiaries 99.8 63.1
102.0 64.6
Total other receivables 192.7 158.5
The Directors consider that the carrying amount of debtors approximates to their fair value. The maximum exposure to credit risk
atthe reporting date is the fair value of each class of receivable above. The Company does not hold any collateral as security.
The carrying amounts due from subsidiaries approximates to their fair value. There are no past due receivable balances and expected
credit losses are immaterial (2024 – immaterial).
As at 31 December 2025, other receivables due in more than one year consist of £6.7m (2024 – £6.8m) due in accordance with the
vesting periods of share-based payments and £84.0m (2024 – £87.1m) of loans to subsidiaries at market rates of interest.
41. Bank overdrafts and loans
Year ended
2025
£m
Year ended
2024
£m
Bank loans 29.4 27.5
Other loans 54.1 98.0
Total 83.5 125.5
The borrowings are repayable as follows:
On demand or within one year 30.0 75.0
In the second year 23.7 –
In the third to fifth years inclusive 29.8 50.5
After five years – –
83.5 125.5
Less: amount due for settlement within 12 months (shown under current liabilities) (30.0) (75.0)
Amount due for settlement after 12 months 53.5 50.5
At 31 December 2025, bank loans are £30m and there are £0.6m of capitalised revolving credit facility transaction costs.
At31 December 2024, bank loans were £28.4m and there were £0.9m of capitalised revolving credit facility transaction costs.
Analysis of borrowings by currency
31 December 2025
Pound
Sterling
£m
Euros
£m
US
Dollars
£m
Total
£m
Bank loans 29.4 – – 29.4
Other loans – 24.3 29.8 54.1
29.4 24.3 29.8 83.5
31 December 2024
Pound
Sterling
£m
Euros
£m
US
Dollars
£m
Total
£m
Bank loans 21.1 – 6.4 27.5
Other loans 27.0 23.0 48.0 98.0
48.1 23.0 54.4 125.5
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182 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
41. Bank overdrafts and loans continued
The weighted average interest rates paid were as follows:
Year ended
2025
%
Year ended
2024
%
Bank loans and overdrafts 5.95 6.80
Other loans 3.45 2.82
Bank loans of £30.0m (2024– £28.4m) are arranged at floating rates, thus exposing the Company to cash flow interest rate risk.
Otherborrowings are mainly arranged at fixed interest rates and expose the Company to fair value interest rate risk. No interest rate
swaps were taken out in 2024 or 2025. Transaction costs of £0.6m (2024- £1.0m) have been deducted from the bank loans carrying
value. Transaction costs of £0.1m (2024- £0.1m), directly attributable to the GBP notes (£nil), the Euro notes (£nil) and the US Dollar
notes (£0.1m) have been deducted from the carrying value of Other loans.
The Directors estimate the fair value of the Company’s borrowings to be as follows:
Year ended
2025
£m
Year ended
2024
£m
Bank loans and overdrafts 29.4 27.5
Other loans 54.3 96.6
83.7 124.1
42. Trade and other payables
Trade and other payables comprise the following:
Year ended
2025
£m
Year ended
2024
£m
Trade and other payables: amounts falling due within one year
Trade payables 1.2 2.3
Social security and PAYE 0.6 0.2
Other payables and accruals 16.7 8.1
Due to subsidiaries 154.0 70.4
Total trade and other payables 172.5 81.0
The Directors consider that the carrying amount of trade payables approximates to their fair value. Amounts due from subsidiaries are
interest bearing and repayable on demand.
43. Issued share capital
At 31 December 2025, the Company has issued and fully paid 419.4 million ordinary shares of 10p each and share capital of £41.9m
(2024 – 419.4 million ordinary shares of 10p each and share capital of £41.9m). No shares were issued during 2025 and 2024.
TheCompany has one class of ordinary shares which carry no right to fixed income.
44. Retained earnings
Year ended
2025
£m
Year ended
2024
£m
Balance at 1 January 194.5 223.1
Dividends paid (10.3) (10.1)
Profit/(loss) for the year 38.2 (11.1)
Pension actuarial loss (13.9) (6.0)
Transfer from equity reserve 3.1 4.6
Transfer from own share reserve (4.4) (7.2)
Tax on deductible temporary differences 3.6 1. 2
Balance at 31 December 210.8 194.5
In accordance with Section 408 of the Companies Act 2006, the Company has not presented its own Statement of Comprehensive
Income, including the Income Statement and related Notes.
Governance report Additional information
183 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
NOTES TO THE COMPANY FINANCIAL STATEMENTS continued
45. Own shares
Year ended
2025
£m
Year ended
2024
£m
Balance at 1 January (10.5) (12.8)
Transfer to retained earnings 4.4 9.3
Purchase of new shares (7.4) (7.0)
Balance at 31 December (13.5) (10.5)
The own shares reserve represents the cost of shares purchased in the market and held by the Senior plc Employee Benefit Trust
tosatisfy options under the Group’s share option schemes (see Note 32).
The nominal value of each share is £0.1 (2024 – £0.1). The total number of treasury shares at 31 December 2025 is 7,331,947
(2024–6,018,16 2).
46. Cash and bank balances
Cash and cash equivalents comprise:
Year ended
2025
£m
Year ended
2024
£m
Cash 47.5 1. 8
Cash and bank balances held by the Company (which are presented as a single class of assets on the face of the Balance Sheet)
comprise cash at bank and other short-term highly liquid investments with a maturity of three months or less. The Directors consider
that the carrying amount of cash and cash equivalents approximate to their face value.
47. Lease liabilities
When measuring lease liabilities, the Company discounts lease payments using incremental borrowing rates, determined on a lease
portfolio basis.
Undiscounted contractual maturity of lease liabilities:
Year ended
2025
£m
Year ended
2024
£m
Amounts payable:
On demand or within one year 0.3 0.3
In the second to fifth years inclusive 0.2 0.5
After five years – –
0.5 0.8
Less: future finance charges – –
Lease liabilities 0.5 0.8
There was no income from sub-leasing right-of-use assets (2024 – £nil). The Company recognised lease cash outflow of £0.3m
(2024– £0.3m).
As at the date of approving the accounts, the Company has guaranteed £0.4m (2024 – £0.4m) of annual lease commitments
ofacurrent subsidiary entity.
48. Tax balance sheet
Deferred tax liabilities
The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current
and prior reporting period:
Accelerated
tax
depreciation
£m
Retirement
benefits
£m
Share
based
payments
£m
Tax
Losses
£m
Total
£m
At 1 January 2024 (0.2) 12.1 (1.4) (1.6) 8.9
Charge to income 0.2 0.3 – 1. 2 1. 7
Charge to equity – – 0.3 – 0.3
Credit to other comprehensive income – (1.5) – – (1.5)
At 1 January 2025 – 10.9 (1.1) (0.4) 9.4
Charge/(Credit) to income – (1.6) (0.2) 0.2 (1.6)
Credit to equity – – (0.1) – (0.1)
Credit to other comprehensive income – (3.5) – – (3.5)
As at 31 December 2025 – 5.8 (1.4) (0.2) 4.2
Governance report Additional information
184 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
48. Tax balance sheet continued
Deferred tax liabilities continued
Deferred tax assets and liabilities are offset where the Company has a legally enforceable right to do so. The following is the analysis
of the deferred tax balances, after offset:
Year ended
2025
£m
Year ended
2024
£m
Deferred tax liabilities 4.2 9.4
At the Balance Sheet date, the Company has unused capital losses of £15.6m (2024 – £15.6m) available for offset against future
capital gains. No deferred tax asset has been recognised as no such capital gains are anticipated to arise in the foreseeable future.
49. Retirement benefit scheme
The Company’s defined benefit scheme is shown in Note 33 in the “UK plans funded” column.
50. Related party transactions
Barbara Jeremiah, Senior Independent Non-Executive Director and Chair of the Remuneration Committee was appointed a
non-executive director of Johnson Matthey Plc with effect from 1 July 2023. Johnson Matthey Plc, a related party of the Group, has
been renting excess car parking space from one of the Group’s operating businesses on a rolling monthly basis. The lease contract
was inplace prior to the acquisition of Thermal Engineering in 2013 by the Group. In 2025, £0.08m car park rental was received
(2024: £0.07m). There are no outstanding amounts at 31 December 2025 (31 December 2024: £nil).
The remuneration of the Directors is set out in the Remuneration Report on pages 100 to 116. In 2025, the Company recognised
share-based payment expense of £1.1m (2024 – £0.8m) in relation to the executive Directors.
The Group has related party relationships with a number of pension schemes. Transactions between the Group and these pension
schemes are disclosed in Note 33.
Key management personnel compensation
The table below shows the cumulative benefits of the key management personnel, which include the Board, members of the
Executive Leadership Team and the two Divisional CFOs.
Year ended
2025
£000s
Year ended
2024
£000s
Short-term employee benefits 7,216 5,168
Post employment benefits 70 70
Share-based payments 2,476 1,849
Total 9,762 7,087
51. Share-based payments
The Company has a number of share-based payment arrangements that existed during 2025, the details of which can be found
inNote 32.
For the savings-related share option plan, 11,895 shares were exercised in 2025 (2024 – 58,315). The options outstanding at
31 December 2025 had exercise prices of 156.30p and 147.10p per share, and a weighted average remaining contractual life
of2.0years. The options outstanding at 31 December 2024 had exercise prices of 156.30p per share, and a weighted average
remaining contractual life of 1.9 years.
Share-based payment costs relating to subsidiaries are recharged from the Company.
Governance report Additional information
185 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
52. Group undertakings
Operating Companies Business Units Locations Country of Incorporation
Senior UK Limited Senior Aerospace
Bird Bellows
Congleton England & Wales 59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Aerospace BWT Macclesfield
Senior Innovation Centre Oakdale
Senior Aerospace Weston* Colne
Senior Aerospace Thermal
Engineering
Royston
Lymington Precision
Engineers Co. Limited
Senior Flexonics Lymington Lymington England & Wales 59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Flexonics
Czech s.r.o.
Senior Flexonics Czech Olomouc, Czech Republic Czech Republic Olomouc, Průmyslová 733/9, 779 00,
Czech Republic
Senior Aerospace
Ermeto SAS
Senior Aerospace Ermeto Blois, France France Z.A Euro Val de Loire, 8 rue du
ClosThomas, 41330 Fosse, France
Senior Calorstat SAS Senior Aerospace Calorstat Dourdan, France France 11 Rue des Soufflets, 91410,
Dourdan, France
Senior Flexonics GmbH Senior Flexonics Kassel Kassel, Germany Germany Frankfurter Strasse 199, 34121
Kassel, Germany
Senior Flexonics India Private
Limited
Senior Flexonics New Delhi New Delhi, India India 4th Floor, Rectangle No.1,
Commercial Complex D-4,
Saket-New Delhi-110017, India
Senior Operations
(Canada)Limited
Senior Flexonics Canada Brampton, Ontario Canada 134 Nelson Street West, Brampton,
Ontario, L6X 1C9, Canada
Senior Flexonics SA
(Pty)Limited
Senior Flexonics Cape Town Cape Town, South Africa South Africa 11 Thor Circle, Viking Place, Thornton,
Cape Town, 7460, SouthAfrica
Senior Operations LLC Senior Aerospace AMT
1
Arlington, Washington USA Corporation Trust Center, 1209
Orange Street, Wilmington,
DE19801, USA
Senior Aerospace
Jet Products
1
San Diego, California
Senior Aerospace Ketema
1
El Cajon, California
Senior Aerospace
MetalBellows
Sharon, Massachusetts
Senior Aerospace Damar
1
Monroe, Washington
Senior Aerospace SSP Burbank, California
Senior Flexonics Bartlett Bartlett, Illinois
Senior Flexonics GA Franklin, Wisconsin
Senior Flexonics Pathway New Braunfels, Texas &
Lewiston, Maine
Senior Aerospace Spencer Valencia, California
Steico Industries, Inc. Senior Aerospace
SteicoIndustries
Oceanside, California USA 818 West Seventh St., Ste. 930,
LosAngeles, CA90017, USA
Senior Aerospace
(Thailand)Limited
Senior Aerospace Thailand
1
Chonburi, Thailand Thailand 78 9/115 -116 Mo o1, Pinthong
Industrial Estate, Sainhongkor-
Lamchabang Road, Tambol
Nhongkham, Amphur Sriracha,
ChonBuri Province 20230, Thailand
Upeca Aerotech Sdn Bhd Senior Aerospace Upeca
1
Selangor, Malaysia Malaysia Level 13, Menara 1 Sentrum, 201,
Jalan Tun Sambanthan, Brickfields,
50470 Kuala Lumpur, Malaysia
Upeca Flowtech Sdn Bhd Senior Flexonics Upeca Selangor, Malaysia Malaysia Level 13, Menara 1 Sentrum, 201,
Jalan Tun Sambanthan, Brickfields,
50470 Kuala Lumpur, Malaysia
Upeca Engineering
(Tianjin) Co Ltd
Senior Flexonics Upeca
(China)
Tianjin, China China No. 12 QuanHe Road, Wu Qing
Development Area, Tianjin 301700,
PR China
1
NOTES TO THE COMPANY FINANCIAL STATEMENTS continued
1 Sale of the Group’s Aerostructures businesses (Senior Aerospace AMT, Senior Aerospace Damar, Senior Aerospace Jet, Senior Aerospace Ketema, Senior Aerospace Thailand,
SeniorAerospace Weston and Senior Aerospace Upeca) completed on 31 December 2025.
Governance report Additional information
186 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
Operating Companies Business Units Locations Country of Incorporation
Atlas Composites Limited England & Wales 59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Flexonics Limited England & Wales 59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Lymington Precision
Engineering (LPE) Limited
England & Wales 59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Aerospace Limited England & Wales 59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Automotive Limited England & Wales 59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Engineering
Investments Limited
England & Wales 59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Finance Four Limited England & Wales 59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Finance Seven Limited England & Wales 59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Finance Six Limited England & Wales 59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Flexonics Limited England & Wales 59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Trustee Limited England & Wales 59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior France SAS France 11 Rue des Soufflets, 91410,
Dourdan, France
Senior Investments
(Deutschland) GmbH
Germany Frankfurter Strasse 199, 34121
Kassel, Germany
Upeca Technologies Sdn Bhd Malaysia Level 13, Menara 1 Sentrum, 201,
Jalan Tun Sambanthan, Brickfields,
50470 Kuala Lumpur, Malaysia
Senior Investments GmbH Switzerland Fronwagplatz 10, CH-8200,
Schaffhausen, Switzerland
Senior IP GmbH Switzerland Fronwagplatz 10, CH-8200,
Schaffhausen, Switzerland
Flexonics, Inc. USA Corporation Trust Center,
1209Orange Street, Wilmington,
DE19801, USA
Senior US Holdings Inc USA Corporation Trust Center,
1209Orange Street, Wilmington,
DE19801, USA
Senior Aerospace and Flexonics Business Units in Mexico are operated by a third party under contract manufacturing agreements.
The Group has a 49% interest in Senior Flexonics Technologies (Wuhan) Limited, a jointly controlled entity incorporated in China.
AllGroup undertakings are wholly and directly owned by subsidiary undertakings of Senior plc, and in every case the principal country
of operation isthe country of incorporation.
Senior Flexonics Upeca, Malaysia ceased manufacturing in 2021.
Senior Holdings LLC was dissolved on 26 April 2024.
Senior Americas Two Limited and Senior Five Limited were dissolved on 13 May 2025.
Senior Aerospace Bosman B.V. was dissolved on 14 August 2025.
Senior Americas One Limited was dissolved on 2 September 2025.
Governance report Additional information
187 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
FIVE-YEAR SUMMARY
Continuing Operations Continuing and discontinued operations
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Group income statement
Revenue
Continuing operations 738.2 707.4 963.5 848.4 658.7
Adjusted operating profit
Continuing operations 63.6 53 45.8 28.5 6.1
Amortisation of intangible assets from acquisitions (1.6) (1.6) (2.2) (0.2) –
Net restructuring income/(costs) (5.0) – (5.6) 4.2 4.4
Site relocation costs (2.4) (3.5) (0.1) – –
Pensions benefit clarifications (7.3) –
US class action lawsuits – (1.1) – – –
Operating profit/(loss) 47.3 46.8 37.9 32.5 10.5
Finance income/finance costs, net (excluding lease liabilities) (12.8) (8.8) (9.6) (7.4) (5.8)
Interest on lease liabilities (2.2) (1.8) (2.9) (2.5) (2.6)
Net finance income of retirement benefits 2.1 2.0 2.1 1. 2 0.4
Corporate undertakings (0.3) (0.8) (4.7) (1.4) 21.2
Profit/(loss) before tax 34.1 37.4 22.8 22.4 23.7
Tax (6.8) (4.2) 8.3 (2.2) 0.5
Profit for the year 27.3 33.2 31.1 20.2 24.2
Depreciation and amortisation of intangibles excluding right-of-use assets 23.3 22.3 41.2 39.5 38.3
Depreciation on right-of-use assets 7.0 6.6 10.5 10.3 9.5
Gross capital expenditure 32.6 29.6 35.9 30.5 21.3
Basic earnings/(loss) per share 6.60p 6.25p 7.52p 4.86p 5.82p
Diluted earnings/(loss) per share 6.41p 6.12p 7.32p 4.73p 5.73p
Adjusted earnings/(loss) per share 9.65p 8.86p 10.28p 4.36p 0.17p
Dividends in respect of years – per share 3.0p 2.40p 2.30p 1.30p 0.0p
– value 12.4 9.9 9.5 5.3 –
Group Balance Sheet
Non-current assets excluding right-of-use assets 384.1 528.8 521.8 539.8 463.5
Right-of-use assets IFRS 16 38.5 65.5 64.4 70.8 67.4
Non-current assets 422.6 594.3 586.2 610.6 530.9
Net current assets 147.1 103.7 165.5 104.1 110.3
Non-current liabilities (189.4) (228.1) (294.6) (265.3) (216.1)
Net assets 380.3 469.9 457.1 449.4 425.1
Net debt pre IFRS 16 (73.3) (153.4) (132.0) (100.5) (79.9)
Lease liabilities IFRS16 (44.0) (76.2) (71.8) (78.4) (73.2)
Net debt (117.3) (229.6) (203.8) (178.9) (153.1)
Governance report Additional information
188 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
Continuing Operations Continuing and discontinued operations
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Group cash flow
Net cash from operating activities 56.9 45.8 41.4 57.7 27.0
Corporate undertaking costs 0.8 0.8 1. 9 1. 4 4.8
Net Restructuring cash paid/(received) 1.5 0.5 2.1 (2.1) 0.9
Site relocation costs 2.4 1. 6 0.1 – –
US class action lawsuits – – – – 2.3
US pension settlement cash paid – – 0.9 – –
Interest received 6.5 7 4.3 0.7 0.1
Proceeds from disposal of property, plant and equipment 0.3 0 0.7 0.5 0.2
Purchase of property, plant and equipment – cash (32.0) (28.5) (33.7) (28.7) (20.2)
Purchase of intangible assets (0.6) (1.1) (2.2) (1.8) (1.1)
Free cash flow 35.8 26.1 15.5 27.7 14.0
Dividends paid (10.3) (10.1) (6.6) (1.2) –
Acquisition costs/Disposal proceeds (13.0) (10.7) (23.9) (25.3) 51.7
Corporate undertaking costs (0.8) (0.8) (1.9) (1.4) (4.8)
Net Restructuring cash (paid)/received (1.5) (0.5) (2.1) 2.1 (0.9)
US class action lawsuits – – – – (2.3)
Site relocation costs (2.4) (1.6) (0.1) – –
Dividend from joint venture 1.0 3.0 – – –
US pension settlement cash paid – – (0.9) – –
Purchase of shares held by EBT net of repayments (7.4) (4.9) (5.6) (4.5) –
Increase/(decrease) in loans (39.9) 20.2 40.0 0.4 (21.1)
Decrease in lease liabilities (6.4) (6.1) (10.2) (9.1) (8.4)
Increase/(decrease) in cash and cash equivalents (44.9) 14.6 4.2 (11.3) 28.2
Governance report Additional information
189 Senior plc Annual Report and Accounts 2025
Financials statementsStrategic report
ADDITIONAL SHAREHOLDER INFORMATION
Analysis of shareholders at 31 December 2025
Shareholders
Number
Shareholders
%
Issued shares
Millions
Issued shares
%
By category
Corporate bodies 387 21.61 412.45 98.34
Other shareholders 1,404 78.39 6.97 1.66
1,791 100.00 419.42 100.00
By range of holdings
1 – 24,999 1,515 84.59 5.26 1.26
25,000 – 49,999 70 3.91 2.48 0.59
50,000 – 249,999 97 5.42 11.02 2.63
250,000 – 499,999 32 1.79 10.70 2.55
500,000 – 999,999 19 1.05 14.10 3.36
1,000,000 – and over 58 3.24 375.86 89.61
1,791 100.00 419,418,082 100.00
ShareGift
If you have only a small number of
shareswhich would cost more for
youtosell than they are worth, you may
wish to consider donating themto the
charity ShareGift (Registered Charity
1052686) which specialises in accepting
such shares as donations. The ShareGift
TransferForm may be obtained from
Equiniti, the Company’s Registrars,
atwww.shareview.co.uk. There are
noimplications for Capital Gains
Taxpurposes (no gain or loss) on
giftsofshares to charity and it is also
possible to obtain income tax relief.
Further information about ShareGift
maybe obtained on 020 7930 3737
orfrom www.ShareGift.org.
Solicitors
Slaughter and May
One Bunhill Row, London EC1Y 8YY
Bankers
HSBC UK Bank plc
71 Queen Victoria Street,
LondonEC4V4AY
KBC Bank NV, London Branch
111 Old Broad Street, London EC2N 1BR
Financial advisers
Lazard & Co., Limited
20 Manchester Square, Marylebone,
London, W1U 3PZ
Financial Public Relations
FGS Global
The Adelphi
1-11 John Adam Street
London WC2N 6HT
Joint Corporate Broker
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL
Numis Securities Limited
(tradingasDeutsche Numis)
45 Gresham Street
London EC2V 7BF
The number of shares in issue at
31 December 2025 was 419,418,082.
Share Registrars
All shareholder records are maintained by
Equiniti and all correspondence should be
addressed to the Registrars, Senior plc
attheEquiniti address shown on the
inside back cover, quoting the reference
number starting with 0228 detailed on
your dividend vouchers. The Registrars
should be notified regarding changes to
name or address, loss of share certificate,
or request for, or change to, a dividend
mandate.
Equiniti provides a range of shareholder
information online. Shareholders can
check their holdings, update details and
obtain practical help on transferring shares
at: www.shareview.co.uk.
Instead of payment by post to your
registered address, dividends can be paid
through the BACS system direct into a
UKbank or building society account, with
the dividend voucher still sent to your
registered address. If you wish to use this
facility and have notpreviously applied,
then please apply direct to Equiniti and
request a dividend mandate form.
Shareholders who are currently receiving
duplicate sets of Company mailings,
asaresult of any inconsistency in name
oraddress details, should write direct
toEquiniti so holdings can be combined,
ifappropriate.
CREST Proxy Voting
CREST members who wish to appoint a
proxy or proxies through the CREST
electronic proxy appointment service
maydo so for theAnnual General Meeting
to be held on 8 May 2026 and any
adjournment(s) thereof by using the
procedures described in the CREST
manual. Further details relating to voting
via CREST may be found on the 2026
AGM Notice of Meeting and Form
ofProxy.
Officers and advisers
Secretary and registered office
Andrew Bodenham
Senior plc
59/61 High Street, Rickmansworth,
Hertfordshire WD3 1RH
Registered in England and
WalesNo.00282772
Registrars
Equiniti Ltd
Aspect House, Spencer Road,
Lancing,West Sussex BN99 6DA
Auditor
KPMG LLP
15 Canada Square, London E14 5GL
Governance report Financials statements
190 Senior plc Annual Report and Accounts 2025
Additional informationStrategic report
Designed and produced by Gather
www.gather.london
Printed by Park Communications
SENIOR PLC
59/61 High Street,
Rickmansworth,
Hertfordshire
WD3 1RH
United Kingdom
www.seniorplc.com
T +44 (0) 1923 775547