|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

2024

# highlights

In 2024

#### , Weir has continued to execute its strategy for sustainable mining.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
| Orders1 | |  | Adjusted profit before tax1,3 |  | Adjusted operating margin1,3 |  | Total incident rate1,4,5 |  | Employee net promoter score  (eNPS)1,5,7 |
| £2,523m  +2%2 | |  | £428m  +4% |  | 18.8%  +140bps |  | 0.42  0.42 in 2023 |  | 47  in the top quartile  within manufacturing8  48 in 2023 |
|  |  |  |  |  |  |  |  |  |  |
| Revenue1 | |  | Statutory profit after tax |  | Free operating cash conversion |  | Revenues from new products1,6 |  | Scope1&2 greenhouse gas  emissions1,5,9 |
| £2,506m  -1%2 | |  | £313m  +37% |  | 102%  +17pp |  | £144m  -6% |  | 133,488  tonnes CO2e  27% reduction  since 2019 |
| 1. Continuing operations.  2. 2023 restated at 2024 average exchange rates.  3. Profit figures before adjusting items (note  2 of the Group Financial Statements).  4. Total incident rate is an industry standard indicator that measures lost time and medical  treatment injuries per 200,000 hours worked. | | | |  | 5.  The 2024 KPI was subject to independent limited assurance by SLR Consulting.  6.  Defined as revenue from new products introduced in the last five years.  7.  eNPS (employee net promoter score) is an index used to measure employee satisfaction levels.  8.  Based on Peakon’s manufacturing sector benchmarks.  9.  Market-based greenhouse gas emissions. For definition, see page 56. | | | |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 1 |
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|  |  |  |  |  |  |  |  |  |

## Contents

![]()

![]()

|  |  |
| --- | --- |
|  |  |
| Strategic Report |  |
| Our purpose | 2 |
| Mining technology for a sustainable future | 3 |
| Investment case | 7 |
| Chair’s statement | 9 |
| Chief Executive Officer's strategic review | 11 |
| Market review | 15 |
| Business model | 17 |
| Our stakeholders | 19 |
| Our We are Weir strategic framework | 21 |
| Sustainability at the core | 22 |
| Strategic progress: Customer | 23 |
| Strategy in action: Customer case study | 25 |
| Strategic progress: Technology | 26 |
| Strategy in action: Technology case study | 28 |
| Strategic progress: Performance | 29 |
| Strategy in action: Performance case study | 31 |
| Strategic progress: People | 32 |
| Strategy in action: People case study | 34 |
| Key performance indicators | 35 |
| Operating review: Minerals Division | 37 |
| Operating review: ESCO Division | 39 |
| Financial review | 41 |
| Sustainability review | 46 |
| Risk management | 59 |
| Viability statement | 71 |

![]()

|  |  |
| --- | --- |
|  |  |
| Governance |  |
| Introduction from the Chair | 73 |
| Governance at a glance | 74 |
| Board of Directors | 75 |
| Group Executive | 79 |
| Our Governance framework | 80 |
| Board activities and principal decisions made in 2024 | 81 |
| Shareholder and investor engagement | 83 |
| Our culture and approach to employee engagement | 84 |
| Wider stakeholder engagement by the Board | 87 |
| Division of responsibilities | 88 |
| Board effectiveness | 89 |
| Risk management and internal controls | 90 |
| Nomination Committee report | 91 |
| Safety, Sustainability and Technology  Committee report | 97 |
| Audit Committee report | 99 |
| Directors' Remuneration report | 113 |
| Directors' report | 148 |
| Statement of Directors' responsibilities | 152 |

![]()

|  |  |
| --- | --- |
|  |  |
| Financial Statements |  |
| Independent auditors’ report to the members  of The Weir Group PLC | 153 |
| Consolidated Income Statement | 161 |
| Consolidated Statement of Comprehensive  Income | 162 |
| Consolidated Balance Sheet | 163 |
| Consolidated Cash Flow Statement | 164 |
| Consolidated Statement of Changes in Equity | 165 |
| Notes to the Group Financial Statements | 167 |
| Company Balance Sheet | 227 |
| Company Statement of Changes in Equity | 228 |
| Notes to the Company Financial Statements | 229 |
|  |  |
| Additional Information |  |
| Subsidiary undertakings | 239 |
| Shareholder information | 246 |
| Glossary | 250 |

![]()

|  |
| --- |
|  |
| Cautionary statement: This Annual Report contains forward-looking statements with respect to the financial condition, operations and performance of the Group.  These statements reflect knowledge and information available at the date of preparation of this Annual Report. By their nature, these statements involve uncertainty  since future events and circumstances can cause results and developments to differ materially from those anticipated. The Company undertakes no obligation to  update these forward-looking statements and nothing in this Annual Report should be construed as a profit forecast. |

![]()

01

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73

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153

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 2 |
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|  |  |  |  |  |  |  |  |  |

## Our purpose

# We are here to enable

the sustainable and

efficient delivery of

# the natural resources

# essential to create a

# better future

![]()

#### Weir is a global leader in mining

technology that is helping the

#### mining industry scale up and clean up.

#### We provide innovative end-to-end

solutions that are accelerating the

transition to smart, efficient and

#### sustainable mining.

![]()

|  |  |
| --- | --- |
|  |  |
| Find out more on our website: global.weir | |
|  |  |
|  |  |
|  | Read more about  our purpose |

![QR Code for Page 2.png]()

# for the world

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 3 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

# Mining

# technology

# for a

# sustainable

# future

![]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | No one serves more mines  than Weir.  Working in close partnership  with our customers, we help  them to move less rock, use  less energy, use water wisely  and create less waste,  accelerating the path to  smart, efficient and  sustainable mining. |  |
|  |  |  |

#### Our planet’s future depends

![]()

Every mine is different. Delivering

#### innovative mining technology solutions

#### demands a combination of deep

#### customer insight, world class

engineering and materials science,

#### enabled by intelligent automation.

#### on the transition to renewable

#### energy, and that transition can

#### only happen with the metals

#### and mi

#### nerals

#### our mining

#### customers deliver.

|  |  |
| --- | --- |
|  |  |
|  | |
|  | |
|  | Read more about mining  technology for a  sustainable future |

![QR Code for Page 3.png]()

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 4 |
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|  |  |  |  |  |  |  |  |  |

# A clear

![]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
|  | People  We are a global family.  We are proud of our unique blend  of talent, technology and culture.  We are here to inspire our  people to do the best work  of their lives. |  | Customer  We will be the most admired  business in our sector.  Working in partnership, we  deliver distinctive solutions  and compelling value. |  |
|  |  |  |  |  |
|  | Performance  We deliver excellence for all  of our stakeholders, through  strong leadership, performance  culture and rigorous standards  of governance. |  | Technology  We shape the next generation  of smart, efficient and  sustainable solutions with  cutting-edge science and our  tradition of innovation. | |
|  |  |  |  |  |

strategy for

# sustainable

# mining

#### Our

#### We are Weir

#### strategy sets

#### out

#### our

#### ambition

#### for how we will

#### deliver mining technology for a

#### sustainable future.

It has four strategic pillars -

#### People, Customer, Performance

#### and Technology - with our

#### purpose and our sustainability

#### strategy at its core.

|  |  |
| --- | --- |
|  |  |
| à | Read more about our strategic  framework on pages 21 to 34 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 5 |
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|  |  |  |  |  |  |  |  |  |

## Our end-to-end mining technology solutions tackle our customers' biggest challenges

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Move less rock  Miners want to reduce effort spent on  processing zero and low grade ore. We  help them optimise the material  entering their processing plant. |  | Use less energy  Mining today is very energy  intensive. Our solutions deliver  significant energy savings and  lower CO2 emissions. |  | Use water wisely  Water is fundamental in minerals  processing. Our solutions increase  water recovery, recycling and  introduce water-free steps. |  | Create less waste  Today, over 90% of waste rock  ends up in tailings. We help  manage the tailings produced  more safely and sustainably. |
| 1. Savings = 3,000 t/y haulage + 1,900 t/y reduced usage of lower priority loaders.  2, 3, 4 & 6.  Improvements from Weir’s redefined circuit when compared to a conventional circuit.  5. Up to 55% less water compared to a thickener alone. | | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 6 |
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|  |  |  |  |  |  |  |  |  |

## A global presence

# No one serves

32%

of sales

North America

3,199 colleagues

5%

of sales

Europe

1,589 colleagues

![]()

12%

of sales

Asia Pacific

1,839 colleagues

# more mines

# than Weir

#### Our customer intimacy sets

us apart. We are close to our

customers -

#### never more

#### than 200km away

#### from any

#### major mine.

|  |
| --- |
|  |
|  |
| c.12,000 |
| colleagues |
|  |
| >50 |
| countries around the world |

![]()

18%

of sales

Australasia

1,267 colleagues

12%

of sales

Middle East & Africa

1,352 colleagues

21%

of sales

South America

2,405 colleagues

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 7 |
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|  |  |  |  |  |  |  |  |  |

## Investment case

Weir is a focused mining technology leader with a compelling value creation opportunity. We have highly attractive business

fundamentals: we enable the mining industry to deliver the natural resources needed to support the global energy transition.

In parallel, our Performance Excellence programme drives value creation and returns.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  |  |  |
|  | Strongly positioned for long-term sustainable growth |  |
|  | – Mining is expected to offer high growth potential over the decades ahead driven by  demand for metals such as copper, that will enable the global energy transition.  – Our aftermarket-focused business model is highly resilient as around 80% of our  revenues come from supplying aftermarket (AM) equipment. This is driven by the  tonnes of ore our customers process and is largely inelastic to mining capital  expenditure and commodity price cycles.  – We continue to expand our addressable market over time through organic growth  initiatives and accelerate our growth through carefully selected acquisitions. |  |
|  | à Read more about sustainable growth on pages 17 to 18 |  |
|  | With unique capabilities and high barriers to entry |  |
|  | – We use our world class engineering, innovation and manufacturing capability to  solve our customers’ most difficult challenges.  – We have high levels of customer intimacy, with both ‘boots on the ground’  relationships and strategic global collaborations.  – We have a large captive installed base of trusted mission-critical equipment,  underpinned by our IP, leading brands, customer intimacy and vertically integrated  operating platform. We retain >90% of the AM opportunity from our installed base. |  |
|  | à Read more about our strategic progress on pages 21 to 34 |  |

![]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
|  |  | Our commitments are simple and clear | |  |
|  |  |  |  |  |
|  |  |  | Growth  Outgrowing our markets  Mid to high single digit % organic revenue growth through the cycle |  |
|  |  |  | Margins  Expanding our margins  Adjusted operating profit margin sustainably above 20% in 2026 |  |
|  |  |  | Returns  Converting earnings into cash and returns  90-100% free operating cash conversion; focus on growing ROCE |  |
|  |  |  | Resilience  Providing resilience and predictability  7% Minerals AM revenue CAGR since 2010 |  |
|  |  |  | Sustainability  Delivering for people and planet  Accelerate sustainable mining; deliver sustainable Weir |  |
|  |  |  |  |  |
|  |  | Prioritising total shareholder returns | |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 8 |
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|  |  |  |  |  |  |  |  |  |

## Strongly positioned for long-term sustainable growth

![]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Focused on attractive  markets | |  |
| 77%  of revenues  from mining  applications | |  |
| ¢ | Mining applications | 77% |
| ¢ | Infrastructure & other | 23% |

![]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Biased towards future-  facing commodities | |  |
| 49%  of revenues from  copper, iron ore,  gold and battery  metals | |  |
| ¢ | Copper | 23% |
| ¢ | Gold | 11% |
| ¢ | Iron ore | 10% |
| ¢ | Industrial | 12% |
| ¢ | Infrastructure | 8% |
| ¢ | Oil sands | 7% |
| ¢ | Coal | 5% |
| ¢ | Nickel, lithium, cobalt (battery metals) | 5% |
| ¢ | Other minerals | 16% |
| ¢ | Other | 3% |
|  |  |  |

![4398046511105]()

![4398046511247]()

![]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Highly resilient through  the cycle | |  |
| 80%  of revenues from  recurring  aftermarket | |  |
| ¢ | Aftermarket | 80% |
| ¢ | Original equipment | 20% |
|  |  |  |

![4398046511302]()

![]()

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Serving customers from pit to processing plant  through two Divisions | | | | | | |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | ESCO Division | |  |  |  | Minerals Division | |  |
|  | Principally serving the extraction  activities of customers, the Division  supplies ground engaging tools (GET),  attachments, and AI and machine  vision technologies that optimise  productivity in global mining and  infrastructure markets. | |  |  |  | Working across comminution,  processing and tailings, the Division  engineers, manufactures and  services processing technology  used in abrasive high wear  applications in global mining and  infrastructure markets. | |  |
|  | à | Read more about ESCO Division  on pages 39 to 40 |  |  |  | à | Read more about Minerals Division  on pages 37 to 38 |  |
|  |  |  |  |  |  |  |  |  |
|  | Divisional revenue1  £688m +1%2 | |  |  |  | Divisional revenue1  £1,818m  -2%2 | |  |
|  |  |  |  |  |  |  |  |  |
|  | Divisional adjusted operating profit1,3  £ 129m +9%2 | |  |  |  | Divisional adjusted operating profit1,3  £383m  +9%2 | |  |
|  |  |  |  |  |  |  |  |  |
|  | % Divisional revenue from aftermarket  91% | |  |  |  | % Divisional revenue from aftermarket  75% | |  |
|  |  |  |  |  |  |  |  |  |
|  | 1. Continuing operations.  2. 2023 restated at 2024 average exchange rates.  3. Profit figures before adjusting items (note 2 of  the Group Financial Statements). | |  |  |  | 1. Continuing operations.  2. 2023 restated at 2024  average exchange rates.  3. Profit figures before adjusting items (note 2 of  the Group Financial Statements). | |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 9 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Chair’s statement

|  |
| --- |
|  |
|  |

Through Performance Excellence and

#### our continued focus on operational

#### performance, we have the financial

strength and stable platform to invest for

#### growth and drive value for shareholders."

Barbara Jeremiah

Chair

![]()

|  |
| --- |
|  |
| A compelling value  creation opportunity |

Dear shareholder,

I am pleased to report that our strategy is delivering on many

fronts. We have posted a strong financial performance and

made good progress in accelerating sustainable mining for

our customers. Colleagues across Weir have played their part

in these achievements and the Board recognises that some

of the changes being made to optimise our business have

had an impact on individuals. On behalf of the Board, I would

like to thank all of our people for their efforts in 2024.

Creating value through growth and

Performance Excellence

Through our focused strategy, we are capitalising on the

growth opportunities in our mining markets. Securing a

significant order for our transformational technology at the

Reko Diq copper project in Pakistan is a further signal that the

mining industry is increasingly recognising the value of our

sustainable solutions, while the successful commercial launch

of our next generation ESCO® NexsysTM lip and GET system

exemplifies our sustained technology leadership.

We have continued to execute our Performance Excellence

transformation programme. A major milestone in 2024 has

been the move to a global business services model for our

core functions. We have also realised the benefits from a

number of capacity optimisation projects and lean initiatives

that commenced at the start of the programme. Overall, we

are ahead of where we expected to be in terms of the cost

savings delivered and we are unlocking additional

opportunities. Through Performance Excellence and our

continued focus on operational performance, we have the

financial strength and stable platform to invest for growth

and drive value for shareholders.

Engaging with employees and other stakeholders

Connecting with our employees, understanding their views

and sharing our perspectives is an important aspect of the

Board’s role, including our role in shaping the culture at Weir.

We really value our interactions with colleagues around the

world during our formal Tell the Board sessions and town

halls, as well as through our more informal discussions and

site visits. During the year, we enjoyed a memorable visit to

our operations in India where we learned more about our

activities and the growing market opportunities in the

country. We met with colleagues in the Engineering Science

(EnSci) team and were struck by the real energy and vitality

they have for their work and the pride they have for their

contributions to Weir’s success.

Individually, or in small groups, my Board colleagues and I

also visited Weir’s operations and spent time with employees

in the UK and Turkey this year, and held a virtual Tell the Board

session with some of our graduates and interns. We

continued to meet with affinity group members and allies

as well as our recently formed Inclusion, Diversity and Equity

(ID&E) Steering Committee to hear about the progress of

our ID&E strategy and the opportunities for improvement. As

always, discussions have been wide ranging and the Board

appreciates the thoughtful questions that are put to us.

I continued to meet with our major shareholders during 2024

to understand their perspectives on our performance,

governance and strategy. It is evident from my discussions

that the views of our shareholders are well aligned with our

own and I’d like to thank them for their continued support

and constructive input.

à Read more about the Board’s employee engagement

approach, activities and engagement with other

stakeholders in 2024 on pages 83 to 87

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 10 |
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## Chair’s statement

### continued

Our focus on safety, sustainability and technology

Thinking safety first is a core value for Weir and the top

priority for the Board in our meetings and our virtual and

in-person discussions with employees. Right across the

Company, there is huge emphasis and action on achieving

a zero harm workplace where no one gets hurt. As such,

following the tragic event in April, where one of our

colleagues suffered a fatal incident, the Board has supported

Jon, our CEO, and the Executive as they acted promptly to

understand and learn from what happened and reinvigorate

the safety culture and approach.

Given the Board’s role in shaping culture, including safety

culture, we are dedicating additional time and focus to safety.

We have added safety to the remit of one of our Board

Committees, now called the Safety, Sustainability and

Technology Committee, chaired by our Non-Executive

colleague, Tracey Kerr, who has extensive experience in

all aspects of operations from her work in major global

mining companies.

We formed this Committee in December 2023, initially with

sustainability and technology as its remit, as a forum to

provide both strategic and governance oversight in exploring

the future of the mining industry and the implications for

Weir. During the Committee’s first year, discussion topics

included a review of the progress of our sustainability

strategy and our Enterprise Technology Roadmap, as well

as thematic deep-dives on the key sustainability challenges

faced by our customers.

Given the criticality of technology to Weir’s strategy, business

model and customer value proposition, the full Board joined

the Group Executive in October for a technology review

session at Weir’s Advanced Research Centre in Glasgow, UK.

This was a very useful opportunity for the Board members to

learn more about the many aspects of our technology that

underpin our growth and success.

The Board in 2024

We have continued to refresh the diversity of skills and

experience of the Board this year. In March 2024 we

welcomed Brian Puffer as our new CFO. We are already

benefiting from his strong leadership of both our finance

function and in the delivery of Performance Excellence, and

he has brought fresh perspective to the Board.

As noted in my statement last year, Andy Agg joined us as an

independent Non-Executive Director at the end of February

2024. Andy is currently CFO of National Grid plc and as such,

is contributing important insight to the work of the Board. I

also noted last year that two of our Non-Executive Directors,

Srinivasan Venkatakrishnan and Sir Jim MacDonald, would

step down, and they left us in March and April respectively.

In May, we were delighted to appoint Nick Anderson to the

Board as an independent Non-Executive Director, and to

welcome him to his first Board meeting in June. Nick had

recently retired as Group Chief Executive of Spirax-Sarco

Engineering plc, the FTSE 100 industrial engineering company,

and his wealth of experience as a leader in international

engineering and manufacturing operations is already proving

to be a great asset to the Board.

Having informed us of his intention to retire for personal

reasons, Stephen Young, our independent Non-Executive

Director and Chair of the Audit Committee left us at the end

of July. I’d like to thank Stephen for his many contributions to

the work of the Board and the Audit Committee over the

course of his tenure and wish him all the best for the future.

Following Stephen’s retirement, Andy Agg succeeded

Stephen as Chair of the Audit Committee.

Through our recent appointments, we have a talented Board

well suited to support Weir in achieving its strategic

objectives, with deep experience spanning mining and

engineering, international business and finance. Our

programme of visits this year has helped our new members

to become immersed in Weir’s business and culture and I am

very pleased with how we are working as a team.

Towards the end of the year we carried out our externally

facilitated triennial deep dive Board performance review.

The headline findings were extremely positive, noting that

interactions are productive and relationships are going well

at these early stages of a newly refreshed Board. The review

identified helpful focus areas for 2025, and it was pleasing to

see that the feedback and conclusions confirmed that, as a

Board, we are focusing well on creating shareholder value

through our Board discussions.

à Read more about our Board and the performance review

on pages 75 to 78 and page 89

Final reflections

As I look back on 2024, we have achieved a strong

performance against an uncertain macroeconomic and

geopolitical backdrop. We are executing our strategy well and

delivering strongly on the commitments we laid out in 2022.

We expect further growth in the year ahead and our

longer-term opportunities remain compelling. Consequently,

the Board is recommending a final dividend of 22.1 pence

per share, which equates to a total full year dividend of 40.0

pence per share and represents an increase of 4% on the

prior year.

Our future prospects are very exciting and we have a strong

and committed team. It is clear that the world needs

substantially more metal for the energy transition, and that

metal must be produced more sustainably. Technology is a

massive enabler and that plays precisely to the strengths of

Weir. The opportunity for growth and value creation therefore

remains attractive, and as demonstrated in 2024, we are

proving we can deliver.

|  |
| --- |
|  |
| Barbara Jeremiah Signature April 2022 final.png |
| Barbara Jeremiah  Chair |
| 27 February 2025 |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 11 |
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## Chief Executive Officer’s strategic review

|  |
| --- |
|  |
|  |

![page12_PNG_background.png]()

Weir is delivering on its mission to

#### provide mining technology for a

#### sustainable future and executing well

#### against the commitments set out in

#### our investment case."

Jon Stanton

Chief Executive Officer

|  |  |
| --- | --- |
|  |  |
|  |  |
|  | Watch Jon’s review of our 2024 performance  Visit: global.weir/ceo-review-2024 |

![QR Code for Page 11.png]()

![]()

|  |
| --- |
|  |
| Accelerating the path  to sustainable mining |

#### A year of strategic progress

#### In 2024, we performed strongly against a

#### backdrop of macroeconomic and geopolitical

#### uncertainty

, with achievements across the

#### four pillars of P

#### eople, Customer, Technology

#### and Performance

#### in our We are Weir

#### strategic framework.

We grew our pipeline of market-leading sustainable original

equipment (OE) solutions and delivered growth in our

aftermarket (AM) business as customers maximised

production at their existing assets. We transformed the way

we operate across our businesses and maintained our focus

on our customers. We executed well against our

commitments to our stakeholders delivering significant

growth in operating profit, operating margins and cash

generation.

Throughout the year, activity levels in mining markets

remained high as customers position to address the

long-term structural demand for critical minerals. While

permitting remains a challenge in certain geographies,

governments around the world have signalled their support

for accelerating long delayed applications and bright spots

are emerging as customers renew investment in future

growth through new greenfield projects. In June we launched

our refreshed brand - mining technology for a sustainable

future - positioning Weir as a market-leading strategic

partner for our customers as they scale up and clean up to

deliver the metals and minerals required for the energy

transition.

This is reflected in our strengthening pipeline of projects that

is beginning to convert, while our resilient aftermarket biased

business model continues to deliver growth across our

businesses.

We made significant progress in our Performance Excellence

programme in 2024, delivering cumulative savings of £29m,

ahead of expectations. Our achievement reflects our

progress in optimising capacity, implementing lean

processes and functional transformation across Weir, all while

maintaining our commitment to be there for our customers.

Our refreshed sustainability strategy now sits at the core of

our We are Weir strategic framework - focusing on what we

do internally to deliver sustainable Weir and externally to

accelerate sustainable mining. The health, safety and

wellbeing of colleagues remains our top priority, and we have

taken steps to reinforce and reinvigorate a zero harm culture.

Partnering with customers, our engineers are developing

innovative new technologies to move less rock, use less

energy, use water wisely and create less waste, enabled by

intelligent automation. In 2024 we launched ESCO® NexsysTM,

the next generation of our market-leading core GET and lip

system. We also continued to expand our digital offering with

the launch of NEXT intelligent solutions and new MOTION

METRICSTM ShovelMetricsTM technology to support our

customers in making real-time decisions that help them to

run their operations more efficiently and safely.

Our performance in 2024 is a testament to the hard work and

dedication of Weir colleagues across the globe. We recognise

that the tough choices we have had made as we optimise

our business has impacted some of our people. I would like

to thank all our employees for their commitment and

contribution to our success.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 12 |
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## Chief Executive Officer’s strategic review

### continued

Going into 2025, we have strong operational momentum and

supportive mining markets, underpinning our expectations

for further revenue growth and margin expansion. We

anticipate greater capital expenditure in mining markets will

drive heightened demand for our market-leading

sustainable solutions, particularly for larger flowsheet

solutions. Given the strong delivery of our Performance

Excellence programme, we are upgrading the absolute

savings target to £80m in 2026 and, as a result, expect to

achieve operating margins sustainably beyond 20% in 2026.

Further out, we are well positioned to deliver compelling

value creation to our stakeholders. We are a focused mining

technology leader with differentiated capabilities and high

barriers to entry. Our markets are primed for a multi-decade

growth opportunity driven by demand for critical minerals to

support the energy transition, as well as the adoption of

artificial intelligence (AI). Together with our strong operating

platform, we are well positioned to deliver compounding

financial benefits, while remaining resilient and doing the

right thing for our people and the planet.

Growth: Demand for critical minerals driving original

equipment order pipeline conversion

The structural demand drivers for critical metals enabling

electrification remain robust, supplemented by growing

investment in AI. Despite short-term uncertainty in commodities,

constructive changes in mine permitting and greenfield capital

expenditure globally drove demand for our larger OE solutions

through the second half of the year.

We secured a £53m order to supply an industry-leading fine

grinding solution to Barrick Gold's Reko Diq copper-gold

project in Pakistan, capitalising on growing industry

acceptance of our Redefined Mill Circuit and supporting our

customer's need to use less energy and water at this remote

mine site. We also secured a £25m order to supply an energy

efficient separation solution to OCP's Benguerir and Louta

phosphate projects in Morocco, leveraging the market-

leading WARMAN® slurry pump and CAVEX® hydrocyclone

brands. Demand for OE in smaller brownfield and

debottlenecking projects at existing mines remained stable.

Full year constant currency OE orders decreased 4% reflecting

delays in timing of project awards in Q4 following a strong

Q3, with several medium size orders being received in

January. In our core Minerals business, we converted 92% of

our completed mill circuit pump trials and in ESCO we won

118 net major diggers as we continue to drive strategic

growth initiatives.

Encouragingly, several Tier 1 miners announced plans for

additional capex throughout the globe and we continue to

position ourselves as an essential partner for our customers

in key growth markets. For example, in order to participate in

the mining and metals growth strategy of Saudi Arabia, we

agreed a head of terms to form a joint venture with Olayan

Saudi Holding Company (Olayan), which will extend our

extensive expertise in sales and sustainable mining

technology solutions to the region. Under the terms of the

joint venture, Weir will take the lead on sales, technical and

product responsibilities, while Olayan will focus on new

business development, capitalising on its strong presence

and knowledge of the regional market.

Growth in aftermarket: Installed base expansion

and improving activity levels

Overall, we saw good levels of activity across the global

mining sector. Market prices for our main commodity

exposures of copper, gold and iron ore were well above

customers' cost to produce, while nickel and lithium

producers remain under pressure from lower commodity

prices.

Across the Group, demand was particularly strong in the

Middle East and Africa where we continue to grow market

share. Both Minerals and ESCO saw an elevated level of

mine-specific headwinds in the first half, such as shutdowns

in Panama and Australia, but these trends were more than

offset in the second half as the commissioning of new

installed base accelerated. From a commodity perspective,

order growth was strongest in future facing minerals such as

copper and phosphate, while year-on-year demand

decreased in both coal and the oil sands.

Infrastructure markets were largely stable through the year.

Orders from infrastructure customers grew 2%, though

absolute orders remain below peak levels seen in previous

years.

Full year constant currency AM orders increased by 4% driven

by hard rock mining production trends, installed base

expansion and a modest contribution from pricing.

As previously indicated, the large annual recurring order

usually received in Minerals during the second quarter has

been split this year between the second and fourth quarter

due to the timing of the contract renewal - the net effect

being that c.£14m of aftermarket orders have shifted to the

second half. In 2025, the full annual order of around £31m is

expected to be received in the second quarter.

|  |
| --- |
|  |
|  |
| Revenue1 |
| £2,506m |
| -1%2 |

Revenue and margins: Performance Excellence

ahead of plan

Despite strong execution in the fourth quarter, revenue for

the Group declined 1% for the full year on a constant

currency basis with aftermarket growth of 2% offset by the

phasing of two large OE project deliveries into 2025. The

Group’s book-to-bill was 1.01. The operating environment in

2024 was stable. Our leading market positions and strong

brands enabled us to achieve sufficient price increases

during the year to protect our gross margins from any

inflationary effects across our cost base.

Progress within our Performance Excellence programme

continues at pace and is ahead of our targets for cumulative

absolute savings. During the year, we recognised the benefits

of projects launched at the start of the programme, including

the consolidation of several Minerals manufacturing facilities

in the US and APAC, as well as optimisation of our Australian

service centre and Latin American distribution footprints.

Adoption of our refreshed lean programme, Weir Integrating

Network System (WINS) in Minerals, contributed to the largest

savings during the year, driving a reduction in overall material

cost as well as quality improvements.

We opened our new ESCO foundry in Xuzhou, China, the most

efficient in our network, ensuring that we remain highly

responsive to demands from within our own supply chain.

We also established Weir Business Services (WBS) and are

embedding new ways of working through transformation

across our Finance, HR and IS&T functions, the benefits of

which will be reflected in years to come.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 13 |
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## Chief Executive Officer’s strategic review

### continued

|  |
| --- |
|  |
|  |
| Adjusted operating margin1,3 |
| 18.8% |
| +170bps2 |

On a constant currency basis, adjusted operating profit grew

9% year-on-year, and adjusted operating margins were

18.8%, up 170bps on the prior year. Expansion in operating

margin arose from very strong execution within Performance

Excellence workstreams and movement in Minerals revenue

mix towards aftermarket.

|  |
| --- |
|  |
|  |
| Return on capital employed1 |
| 19.3% |
| +130bps |

Returns: Growth in returns and strong balance sheet

Free operating cash conversion for the year increased to

102%, above our 2024 target range of 90% to 100%, benefiting

from a strong reduction in working capital driven by lean

projects within Performance Excellence. Our strong cash

generation continued through the second half of the year

and overall represents a significant 17 percentage point

improvement on the prior year. Working capital as a

percentage of sales reduced to 20.7% (2023: 21.3%).

As a result, net debt to EBITDA at the end of December was

0.7x, giving the Group considerable optionality and flexibility

to deploy capital to grow total shareholder returns.

Reflecting our focus on execution together with continuing

deleveraging of our balance sheet, return on capital

employed (ROCE) was 19.3%, an increase of 130bps versus

the prior year.

|  |
| --- |
|  |
|  |
| Full year dividend |
| 40.0p |
| +4% |

The Board is recommending a final dividend of 22.1 pence

per share. This equates to a total full year dividend of

40.0  pence per share, in line with our policy to pay out 33%

of adjusted earnings per share (EPS), and represents an

increase of 4% on the prior year. The final dividend will be

paid on 30 May 2025 to shareholders on the register on

22 April 2025.

Safety and sustainability: Affirming our vision for a

zero harm workplace

Our goal is a zero harm workplace where everyone goes

home safe and healthy. However, in 2024 we fell very short of

our goal. In April, tragically one of our colleagues suffered a

fatal accident while at work. Since then, we have held safety

stand downs to discuss the learnings and re-emphasise that

safety must always come first. Overall, in 2024, lost time

accident numbers were flat year-on-year and our total

incident rate4 (TIR) was unchanged at 0.42 (2023: 0.42).

Following events in 2024, we have taken action to

reinvigorate our safety approach. It is absolutely our top

priority in 2025 to ensure we drive improvement in our safety

performance.

|  |
| --- |
|  |
|  |
| Total incident rate1,4 |
| 0.42 |
| 2023: 0.42 |

Within our businesses we continue to talk openly about

mental health and prioritise wellbeing. We were once again

recognised by CCLA as a 'top improver' for mental health in

an assessment of the UK's largest companies.

We have continued to focus on making Weir a place where

people feel like they belong and where they can do the best

work of their lives. During the year, we created a new

inclusion, diversity and equity (ID&E) Steering Committee of

representatives from our senior leadership team as part of

our efforts to accelerate the benefits that come with having a

vibrant purpose-driven culture.

We invested in our people, supporting a focus on talent and

succession planning through learning and personal growth.

Our new global mentoring programme will provide additional

opportunities to connect our employees and develop

mutually rewarding relationships across our workforce. As we

look to develop the next generation of talent and capabilities,

we have continued our involvement with science, technology,

engineering and maths (STEM) initiatives across the globe.

Our brand launch in June provided an opportunity for

colleagues to more deeply connect with our purpose and our

mission to create mining technology for a sustainable future.

It was great to see so many of them join introductory

webinars and leader-led workshops to explore and

understand more about the brand. Then, in December, we

launched a new global programme, the Weir values awards,

to further drive connection and recognise those colleagues

who exemplify our values in action. There has been a very

positive response with over 200 nominations received and I

am looking forward to announcing the winners in April 2025.

Listening to colleagues and acting on their feedback gives us

insight that helps maintain our special culture and we

continue to run our annual all-employee survey. Pleasingly,

our employee net promoter score5 (eNPS) of 47 remains in

the top quartile of manufacturing companies6 as

benchmarked by Peakon. We maintain high levels of

participation across our employees, with 88% responding to

this year's survey.

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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 14 |
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## Chief Executive Officer’s strategic review

### continued

We have continued to embed our refreshed sustainability

strategy to deliver sustainable Weir and work in partnership

with customers to accelerate sustainable mining. We have

made great progress against our 2030 scope 1&2 Science

Based Targets initiative (SBTi) targets and are well on track to

deliver our target to reduce these emissions7 by 30% versus a

2019 baseline.

We are actively mapping our performance against future

non-financial reporting regulations to help us prepare to

meet International Sustainability Standards Board (ISSB) and

EU Corporate Sustainability Reporting Directive (CSRD)

requirements over the coming years. While these standards

are not yet fully implemented, our focused approach is

designed to ensure we place our best efforts on the most

material impacts, risks and opportunities.

Partnering with customers on transformative

technology

Through our technology strategy we prioritise our R&D

investment towards solutions that boost productivity and

sustainability for our customers while continuing to protect

our core business. Our portfolio covers engineered hardware

as well as digital technology and we continue to integrate

these to generate added insight and enhanced performance

for our customers.

Historically, the mining industry has been somewhat

conservative when it comes to adopting new technology.

However, in my discussions with our customers,

it is very clear they are looking to partner with innovators like

Weir that can help them scale up and clean up the way they

extract and process minerals. We are increasingly engaging

with them on opportunities for our transformative solutions

that combine proven technologies in innovative ways,

enabled by intelligent automation, as their appetite for these

new technologies continues to grow.

Outlook: Growth in revenue, operating profit and

margins in 2025

Activity levels in our mining markets are positive as

customers look to invest in projects that address structural

critical metal demand. Supported by favourable commodity

prices, customers continue to prioritise maximising ore

production and improving the efficiency of existing mine

sites which, together with ongoing installed base expansion,

provides a strong underpin for demand for our aftermarket

solutions.

We have upgraded our total Performance Excellence savings

target to £80m in 2026, with £20m of incremental savings

expected in 2025. This is supported by additional capacity

optimisation and lean process opportunities that have been

identified as we progress with the programme. We anticipate

additional exceptional costs of £30m to complete these

projects, taking the total expected programme cost to

£120m.

The continued favourable backdrop in mining, combined with

execution of Performance Excellence, underpins our

confidence in delivering 2025 operating profits in line with

current market expectations, driven by mid single digit

revenue growth and around 50bps of operating margin

expansion. We expect free operating cash conversion of

between 90% and 100%, in line with our medium-term

guidance as capex settles in line with depreciation and our

lean operating model continues to deliver working capital

efficiency.

Further out, the long-term value creation opportunity for Weir

is compelling. The fundamentals for our business are highly

attractive, underpinned by long-term structural growth

trends in our mining markets, and our technology strategy to

accelerate sustainable mining. In addition, we expect the

benefits of Performance Excellence will drive further margin

expansion and move our operating margins sustainably

beyond 20%, while our strong cash generation and balance

sheet give us optionality to allocate capital, compounding

total shareholder returns.

Mining technology for a sustainable future

Weir is delivering on its mission to provide mining technology

for a sustainable future and executing well against the

commitments set out in our investment case. Leveraging our

technical capabilities and our customer intimacy, we are

shaping innovation that will enable the mining industry to

scale up and clean up and delivering strong outcomes for

customers. At the same time our Performance Excellence

programme has created the efficient scalable platform that

positions Weir for compounding growth in the years ahead.

|  |
| --- |
|  |
|  |
| Jon Stanton  Chief Executive Officer |
| 27 February 2025 |
| 1. Continuing operations.  2. 2023 restated at 2024 average exchange rates.  3. Profit figures before adjusting items (note 2 of the Group Financial  Statements).  4. Total incident rate is an industry standard indicator that measures lost time  and medical treatment injuries per 200,000 hours worked.  5. eNPS (employee net promoter score) is an index used to measure employee  satisfaction levels.  6. Based on Peakon’s manufacturing sector benchmarks.  7. Market-based greenhouse gas emissions. For definition, see page 56. |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 15 |
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## Market review

#### The long-term trends

#### in our markets

![page15_PNG_background.png]()

#### are highly attractive.

The world needs to significantly increase the production of

critical metals and minerals to power the global energy

transition. In parallel, our customers must adopt new

technologies to extract and process those natural resources

in a more sustainable way. Together, these trends represent

a compelling growth opportunity for Weir.

Outlook for our core commodities

There are strong end market growth drivers across Weir’s

main commodity exposures of copper, iron ore and gold. Our

exposures are set out in the pie chart on page 8.

Copper is a key component of many technologies,

particularly those that will enable electrification and

decarbonisation. An electric vehicle, for example, requires

around four times the amount of copper as a conventional

car1. More copper will also be needed as the world transitions

to decarbonised infrastructure applications and electrical

grid expansion.

As such, the outlook for copper demand continues to be

strong and is accelerating. Estimates suggest that copper

supply will need to more than double in the decades ahead1.

The outlook for core iron ore demand is also solid, driven

by population demographics and the increasing shift

towards the more sustainable production of steel (so called

blue or green steel, manufactured using hydrogen). Green

steel production uses higher grade iron ore, which requires

more processing. It is found in areas such as Brazil and the

Pilbara in Western Australia – locations where Weir has a

strong presence.

Gold continues to be an investment safe-haven, particularly

at times of geopolitical uncertainty, and central banks

continue to grow their reserves. Long-term demand is also

underpinned by GDP growth and increasing wealth,

particularly in developing economies.

Drivers of demand are also strong for other commodities,

such as high grade mineral sands used in the growing

technology sector, and phosphate and potash used in the

fertilisers that will be needed to support the growing global

population. The demand outlook for battery metals, namely

lithium, nickel and cobalt, is fast-increasing, as outlined in the

section below.

With a global shift away from fossil fuels, new project activity

and capital expenditure in the oil sands market is expected to

reduce. During the transition, we expect to continue to

support customers' production, providing high quality spare

parts that enable them to operate existing assets more

efficiently and sustainably.

For Weir: Strong demand for our core commodities will

incentivise our customers to maximise ore production that, in

turn, will drive strong demand for our differentiated mining

technology solutions and our aftermarket spares

and expendables.

Climate change action is accelerating demand for

key electrification metals

2024 was the warmest year on record and saw a number

of extreme weather events around the world. The most

recent COP29 summit, held against a backdrop of wider

geopolitical uncertainty, reached new agreements on a new

finance goal and carbon markets. 78% of the world’s GDP and

84% of the global population are covered by a net zero

emissions target2..

According to the Intergovernmental Panel on Climate

Change (IPCC)3, to limit warming to 1.5°C above

pre-industrial levels, global greenhouse gas emissions will

need to decline by around 45% from 2010 levels by 2030 and

continue to net zero by 2050.

Therefore, the world needs to move even more quickly to

take action to implement, at scale, technologies to

decarbonise and electrify energy supply and transportation.

Doing so will create significant demand for metals, such as

copper (as described earlier), lithium, nickel and cobalt, that

are essential in these technologies.

1. https://internationalcopper.org/resource/copper-the-material-of-choice-for-

vehicle-manufacturers/

2. https://zerotracker.net/

3. www.ipcc.ch/sr15/

4. IEA, Global Critical Minerals Outlook 2024.

5. McKinsey, The Resilience of Steel.

6. Based on reviewing a selection of 12 of Weir's most significant customers.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
|  | Key trends | | |  |
|  | Copper | | |  |
|  | >100% | | |  |
|  | increase in production required by 20504 | | |  |
|  | Iron | | |  |
|  | c.12x | | |  |
|  | anticipated growth in demand for green steel by 20305 | | |  |
|  | Customer commitments | | |  |
|  | 92% | | |  |
|  | of Weir's significant customers committed to reduction  of scope 1&2 emissions by 20306 | | |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | c. $800bn Investment required between now  and 2040 to achieve net zero by 20504 | | |  |
|  |  |  |  |  |
|  |  | ¢ | Copper |  |
|  |  | ¢ | Nickel |  |
|  |  | ¢ | Lithium |  |
|  |  | ¢ | Rare earth metals |  |
|  |  | ¢ | Cobalt |  |

![]()

![4947802325029]()

![]()

c.$800bn

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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 16 |
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## Market review

### continued

Despite short-term volatility, there is strong long-term

![page16_PNG_background.png]()

projected demand for battery electrification metals, such

as lithium, cobalt and nickel to support a predicted six-fold

growth in battery electric passenger car production

this decade7.

Lithium demand, for example, is forecast to increase almost

nine-fold to 20404 to support a shift in favour of lithium-

heavy batteries and despite recent investments to boost

nickel supply, such as in South East Asia, over two times more

supply will need to be brought on line to meet demand4.

The accelerating demand for electrification metals will

require major investment in both new mines and also in

capacity expansions, as outlined in the chart on page 15. We

continue to see some policy response from governments, in

the form of critical minerals policies4. However, more support

is needed to put permits and finance in place to deliver the

vast quantities of metals required for the energy transition.

For Weir: We have strong exposure to these ‘future facing’

commodities, with the majority of the world’s copper today

being processed using Weir technology. The significant

demand for battery and electrification metals creates a

strong tailwind for Weir in the years ahead, accelerating

growth in these parts of our business, which over time, will

make them a larger overall component of our mix. We

continue to invest in differentiated technology solutions

to help customers improve productivity and sustainability.

Declining ore grades, ore body development and

ore extraction

Miners are looking to increase production through expansion

of existing assets and new projects. However, accessing

higher quality deposits is getting harder. For example, the

average grade of copper concentrate in Chile has declined

30% since 20054. Evidence suggests that there are new

exploitable reserves for key commodities, but they are in

environments that are deeper and more difficult to mine.

Consequently, greater quantities of rock must be excavated

and processed to extract the same quantity of ore – using

energy and water, and causing increased wear of processing

equipment. The result of this decline in ore grades is more

waste rock per unit of ore and increased CO2 emissions.

For Weir: Increased wear of processing equipment drives

demand for our aftermarket spares and expendables. In

addition, lower grade ore processing supports the use of our

sustainable solutions to deliver efficiency and environmental

benefits. Alongside these, we are also developing

transformative AI-based ore sorting and characterisation

technologies with the potential to enable miners to select

and then move only ore-containing rocks.

More sustainable mining needed

In parallel with production growth, it is essential that the

mining industry adopts more sustainable extraction and

processing techniques in order to secure the social licence

it needs to meet anticipated demand.

Mining processes today use vast amounts of energy and

water, and create a lot of waste. So for the industry to have

the environmental and social licence to operate and secure

permits for new mines, it needs to rapidly innovate and

adopt new technologies.

In extraction, typical ore grades in a new copper mine are

around 1%8, so 99% of rock that is moved and processed

ends up as waste, consuming huge amounts of energy

and water. In comminution, the process of making small

particles out of large rocks, the mining industry consumes

a staggering 3% of global electricity each year9.

During processing in the mill circuit, the grading and

classification of material are traditionally very imprecise

processes that lack dynamic control. As a result, there is a

high degree of recirculating load, yields are held back and

cost per tonne elevated, with scope for improvement. The

tailings produced in mining is the biggest waste stream on

the planet. Close to 13 billion cubic metres of tailings are

produced each year10 and must be transported, processed

and stored.

For Weir: There is a significant opportunity to help the mining

industry scale up and clean up to deliver the resources

needed to stem global warming. We are engineering new

technologies, enabled by intelligent automation, and working

closely with customers to provide solutions that support the

industry's reputation and accelerate sustainable mining.

7.  McKinsey, Toward security in sustainable battery raw material supply.

8.  https://investingnews.com/daily/resource-investing/base-metals-investing/

copper-investing/types-copper-deposits-world/

9.  www.ceecthefuture.org/resources/mining-energy-consumption-2021

10. The Future of Tailings report, https://promo.mining-journal.com/future-of-

tailings-2023/

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | 2024 market review  Ore production trends in mining continued to be  strong, despite complexities in the macroeconomic  and geopolitical environment.  Market prices for our main commodity exposures  of copper, gold and iron ore were well above  customers' cost to produce, although nickel and  lithium producers remain under pressure from lower  commodity prices.  Throughout the year, activity levels in mining  markets were high as customers position  themselves to address the long-term structural  demand for critical minerals. Encouragingly, several  Tier 1 miners announced plans for additional capex.  Permitting remains a challenge in certain  geographies. However, governments around the  world have signalled their support for accelerating  long delayed applications, and bright spots are  emerging as customers renew investment in future  growth through new greenfield projects.  These constructive changes in mine permitting and  greenfield capital expenditure globally drove  demand for our larger original equipment solutions  through the second half of the year.  Demand for our aftermarket products was  particularly strong in the Middle East and Africa  where we continue to grow market share. We saw an  elevated level of mine-specific headwinds in the first  half, such as shutdowns in Panama and Australia, but  these trends were more than offset in the second  half as the commissioning of new installed base  accelerated. Our order growth was strongest in  future-facing minerals such as copper and  phosphate, while year-on-year demand decreased  in both coal and the oil sands. |  |
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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 17 |
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## Business model

#### Our differentiated aftermarket-focused business model drives sustainable

![page17_PNG_background.png]()

![]()

|  |  |
| --- | --- |
|  |  |
| The value we deliver | |
|  |  |
| PlanetAndSociety.png | For the planet and society  Sustainable, efficient delivery of natural resources  essential to create a better future for the world. |
|  | 27% |
|  |  |
| Customer_2.png | For our customers  Market-leading technologies and excellent  service that helps them optimise productivity  and sustainability. |
|  | £2.5bn |
|  |  |
| CommunitiesAndEnvironment.png | For our people and communities  A rewarding place where people are empowered  to do the best work of their lives and support  local communities. |
|  | £623m |
|  |  |
| GovernmentsAndNGOs.png | For governments  Support for economic growth and development in  the countries in which Weir operates. |
|  | £  111m |
|  |  |
| Shareholders.png | For our shareholders  An opportunity to invest in a low carbon future  through the essential technology driving the global  mining industry’s transition to net zero. |
|  | £100m |

![]()

#### compounding growth.

#### Our purpose

To enable the sustainable and efficient delivery of the natural

resources essential to create a better future for the world.

#### Our strengths

Core expertise in materials, engineering and data

Our expert teams create smart, efficient and sustainable

solutions for our customers' biggest challenges.

Our unique culture

We have an inspiring purpose and focus on making Weir

the place where people can do the best work of their lives.

Integrated manufacturing and service facilities

Our network means we provide customers with certainty

of supply and ensures we keep our IP in-house.

Excellent customer focus

Our customer service network is second to none. Our people

are on the ground, where and when our customers need

them, providing a rapid and reliable response, and giving

Weir a unique insight into their challenges.

World-leading brands

Our products and solutions are synonymous with both

productivity and sustainability. We invest in technology

to maintain our leading positions.

Financial strength

Through continued careful management, we are focused

on maintaining a strong and resilient balance sheet to

support future growth.

Supported by our values and our risk

management framework

How we use our strengths to create value

|  |
| --- |
|  |
|  |

![]()

reduction in scope 1&2 CO2e

emissions since 2019

![]()

orders in 2024

![]()

paid in employee

benefits in 2024

Highly engineered equipment

Our solutions and digital technologies solve our customers'

toughest challenges with lowest total cost of ownership.

Mission-critical solutions

![]()

paid in corporate

income tax in 2024

Customers rely on Weir's solutions to avoid costly unplanned

downtime and lower their environmental footprint, so we are

a vital technology partner.

Comprehensive global support

No one serves more mines than Weir. We provide customers

with the technology they need quickly and efficiently.

Intensive aftermarket care

![]()

total dividends

paid in 2024

Our solutions are used in highly abrasive applications and so

equipment parts wear out. That generates recurring demand

for aftermarket spares and expendables.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 18 |
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## Business model

### continued

We differentiate through technology and

customer intimacy

In mining, downtime is the enemy of our customers and if

unplanned, can cost them millions of dollars per day in lost

production. Mining processes are highly abrasive, so

equipment inevitably wears out, sometimes within a matter

of weeks.

Our customers therefore look for a premium solution that is

the most reliable and has the longest wear life, thereby

minimising downtime – a solution that delivers the lowest

total cost of ownership. This covers both original equipment

and the aftermarket spares and expendables they require.

Sustainability continues to rise up the agenda at our

customers as they seek to maintain social licence to operate.

In parallel to total cost of ownership, they are increasingly

looking for solutions that also help reduce their

environmental footprint.

Weir’s mining technology solutions address both productivity

and sustainability. We provide both original equipment and

aftermarket products. We differentiate with:

– World class engineering, innovation and manufacturing

capability that delivers highly engineered original

equipment and aftermarket products that have the

longest wear life and that also address customers’

sustainability challenges;

– being deeply embedded within our customers’

operations and supply chains with local day-to-day

relationships increasingly complemented by strategic

global collaboration; and

– intellectual property, leading brands, customer focus and

vertically integrated manufacturing base. This means we

benefit from a large captive installed base of trusted

mission-critical equipment.

These differentiation factors create a significant barrier

to entry.

Our business model drives compounding growth

Sales of original equipment typically account for around

20% of our annual total revenue. Every sale of original

equipment grows our installed base and generates a highly

valuable and visible annuity-like aftermarket revenue stream

on a recurring basis, as we provide spare parts to the

equipment for the life of the mine.

Today, approximately 80% of our total revenue comes from

aftermarket. It is driven by non-discretionary spend on spare

parts that are essential to keep mines running. As a result, our

growth is predictable and sustainable.

We have a large and growing installed base of original

equipment around the world. It is a huge asset for Weir,

fuelling significant aftermarket revenue over the long term.

We protect it with our ‘boots on the ground’ comprehensive

global service approach.

We are also focused on growing our installed base of OE

throughout the mining cycle. So even when large projects are

slower to convert, we continue to grow the base by providing

debottlenecking and small brownfield expansion solutions to

existing mines.

|  |
| --- |
|  |
|  |
| Capture rate |
| >90% |
| of aftermarket from original equipment sales |

Customers recognise that Weir provides premium solutions

and our leading support and service. Consequently, we

capture more than 90% of aftermarket from our original

equipment sales. This high capture rate supports our

aftermarket-focused business model because each piece of

original equipment sold generates, on average across the

business, 30% of its original value in aftermarket spares

revenue every year.

We are highly resilient through the cycle

|  |
| --- |
|  |
|  |
| Minerals Division |
| 7% |
| compound growth in aftermarket revenue  since 2010 |

The combination of installed base expansion, ore production

growth, the effects of declining ore grades and pricing drives

aftermarket revenue and enables us to consistently deliver

mid to high single digit through-cycle growth.

This predictable and sustainable aftermarket growth is

demonstrated by the 7% compound growth in aftermarket

revenue in our Minerals Division since 2010.

Throughout various market cycles, including the global

mining downturn where capital expenditure fell significantly

and commodity prices fell by 50%, our aftermarket business

has remained highly resilient, continuing to grow and

demonstrating its inelasticity to both capital expenditure and

commodity price cycles.

This embedded resilience is a significant differentiator for

Weir and our aftermarket-focused model, through the cycle,

is proven to be among the most resilient in our sector.

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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 19 |
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## Our stakeholders

We strive to

#### deliver excellent outcomes

#### for all our stakeholders.

Achieving that means we focus on building and maintaining

positive relationships with the people, communities and

organisations that have an interest in our business and may

be impacted by the decisions we take.

These stakeholders, as outlined below, are at the heart of our

We are Weir strategic framework that sets out our purpose,

business model, strategic priorities, values and culture.

#### Employees

Our people are a critical driver of our success and their safety

and wellbeing is our top priority. We want Weir to be a place

where they feel included and where they can do the best

work of their lives. As such, we place huge emphasis on

listening to, and acting on their feedback, and on building

the right culture where people can thrive.

What matters to them

Our people want to work in a safe and inclusive environment

where their physical and mental health is prioritised. They

want to feel that their voice is heard and that everyone is

treated fairly and equitably. People are looking to work for

a company that nurtures their individual success, provides

development opportunities and where they can contribute

to broader societal and environmental goals. Being paid and

rewarded equitably for their work is also important.

2024 engagement activities and outcomes

In June, we launched our new brand and sustainability

strategy with a global all-employee town hall, drop-in ‘lunch

and learn' sessions and leader-led workshops to explain and

connect people to our brand. Large numbers of colleagues

joined the sessions and are now driving activation and

embedding. Colleagues took the opportunity to nominate

their peers and teams for our new Weir values awards

programme. More than 230 entries were received and

winners will be announced at an event in April 2025.

During the year, we formed a new steering committee to

drive our inclusion, diversity and equity (ID&E) agenda.

We continued to engage colleagues on safety and wellbeing,

including in our Zero Harm Behaviours Framework, to support

a broader safety culture. In March 2024, colleagues

participated in the annual Weir safety day with activities and

events held at sites globally. Our approach to employee

wellbeing and mental health was also demonstrated in 2024

when we were recognised as the top improver for mental

health in an assessment of the UK’s largest companies in the

CCLA corporate mental health benchmark. Case studies

showing our approach in action can be found on our website

at <global.weir/wellbeing-stories>.

Employees continued to receive monthly 'CEO Briefings' from

Jon Stanton covering strategy and business progress and

participated in activities led by our affinity groups. At a

divisional and functional level, briefings from leadership were

a regular feature throughout the year and locally, employees

joined site-level meetings and toolbox talks.

Colleagues' learning and development were supported with

the launch of several new programmes, including a global

mentoring framework that we developed following positive

feedback from the reverse mentoring pilot in 2023.

We continued to encourage employee involvement in our

performance through Sharebuilder, our all-employee share

plan that grants eligible employees shares in Weir at no cost.

We ran our regular all-employee engagement survey and

shared the results and priorities for action on a global and

local level to ensure that colleagues understand the priorities

for improvement both across Weir and at their location.

à Read more about the Board's approach to employee

engagement and activities led by the designated

Non-Executive Director in the year on pages 84 to 87

#### Customers

Customers are partners in our success, driving our growth

and informing our technology and sustainability priorities. We

want to be an innovation partner for sustainable mining, with

strong relationships at multiple levels at our customers. By

embedding our sales and engineering teams close to them

on mines across the globe, we develop effective working

relationships and gain insights to inform our strategy.

What matters to them

Our customers want a supplier that understands and

responds to their challenges with reliable high performance

solutions that support their safety and productivity goals and

that provides them with the lowest total cost of ownership.

They also turn to Weir as a strategic innovation partner for

sustainable mining to help support their social licence to

operate and their sustainability ambitions. Our proximity to

customers is crucial as downtime and breakdowns can be

critical. They also rely on our technical expertise and deep

industry understanding as we partner with them to develop

and commercialise solutions for their biggest challenges.

2024 engagement activities and outcomes

Colleagues continued to support customers across the globe

with their productivity and sustainability challenges. This

included day-to-day interactions by our local teams with

mine-site customers as well as meetings and discussions

involving leadership at Weir and our customers that deepen

our strategic relationships. We’ve worked with customers on

field trials of our latest solutions and innovations, and

continued to work with strategic partners, such as Eriez, to

advance our customer value proposition.

To remain close to our customers, we develop our network

of facilities. We opened a new service centre in Port Hedland,

Australia to support customers and their operations across

the Pilbara region. We also expanded our global foundry

network with a new facility in Xuzhou, China. The foundry

manufactures ESCO® ground engaging tools (GET) and gives

us additional manufacturing flexibility for GET to serve our

global customers.

Using feedback from our engagements with customers,

in June we introduced a new brand strategy focused on

supporting their short and long-term productivity and

sustainability goals.

#### Shareholders

Our shares are listed on the London Stock Exchange and we

raise debt from banks and through listed bonds. Our equity

and bonds are owned by investors in the UK, US, Europe and

other regions and we engage with, and provide information

to, them through our investor relations programmes and

communications.

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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 20 |
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## Our stakeholders

### continued

What matters to them

Our shareholders are concerned with our financial and

operational performance, our business strategy and total

shareholder returns. They want to understand our business

and how we create value. Our approach to sustainability

and our environmental, social and governance (ESG)

performance are also important.

2024 engagement activities and outcomes

We engaged with more than 60% of our shareholder base

and a number of prospective investors in 2024. Meetings took

place with investors in the UK, North America, Australia and

Europe and covered a wide range of topics including

strategy, financial performance, our Performance Excellence

transformation programme, sustainability and

remuneration-related matters. Additionally, a number

of investors also attended the MINExpo industry event

in September.

#### Suppliers

Our global network of suppliers is critical in supporting robust

supply chains that allow us to serve our customers and

operate efficiently.

What matters to them

Our suppliers want to understand how to support us through

delivering reliable, high quality and competitively priced

products and services, and engage with us on innovations

and technology developments. Effective collaboration, good

communication and transparent partnerships are important

to them, and they are concerned with sustainability,

compliance and ethical practices.

2024 engagement activities and outcomes

We worked positively and collaboratively (divisionally

and functionally) on tactical matters such as quality and

improvements to suppliers' manufacturing processes.

We also engaged on health and safety, modern slavery laws

and anti-bribery and corruption laws. We engaged through

technology and R&D collaborations on topics relevant to our

longer-term technology and sustainability ambitions. With

the roll-out of Weir Business Services this year, we also

engaged with suppliers of our HR, Finance and IS&T global

business services. Engagements typically take the form of

virtual and face to face meetings.

#### Communities and environment

Why is this stakeholder group important to us?

Contributing to our local communities is core to our

sustainable business practices. Our communities serve as

integral partners, providing a skilled workforce and fostering

innovation. We build relationships through community

engagement to promote long-term resilience and growth

both for Weir and the communities we operate in.

What matters to them

Our communities want us to provide safe and attractive

employment opportunities together with investment and

support for local initiatives and education. They expect us to

demonstrate strong social responsibility and deliver on our

sustainability and environmental goals.

2024 engagement activities and outcomes

We believe that our colleagues best understand the needs

of their communities at a local level and engagement in 2024

has continued to be led by our sites across the globe. There

have been many examples of outreach initiatives,

educational seminars and support, including financial

support, for important areas such as safety, health, diversity

and inclusion, and sustainability. We provided employment

to c.12,000 people in over 50 countries worldwide, including

through our apprenticeship programmes.

à Read more about our community engagement activities

and outcomes on our website: [global.weir/communities](https://www.global.weir/careers/health--wellbeing/case-studies/)

#### Governments and NGOs

We develop relationships with governments and

non-governmental organisations (NGOs) to ensure we

stay abreast of developments in regulatory compliance

and responsible corporate practice. It also enables us to

contribute to the debate on industry-specific topics relating

to sustainable mining. At a local level, we engage on

operating frameworks, environmental standards, worker

safety and ethical conduct.

What matters to them

The role of mining in the energy transition and how

technology enables that, together with mining’s social licence

to operate, are a major focus of governments and NGOs at a

global and local level.

In parallel, understanding the employment opportunities

we provide and the future skills we need are also important.

They want to know we are an ethical and responsible

business and a good employer.

2024 engagement activities and outcomes

We engaged with governments, key NGOs, trade bodies and

research organisations throughout the year on topics

including safety, manufacturing and sustainable mining.

Through our partnership with CEEC International, we are

participating in its recently launched Global Water Initiative,

a groundbreaking collaboration to drive action to ensure

responsible water use within the industry.

We have continued to engage with organisations on

education and skills, including with science, technology,

engineering and maths (STEM) skills, to promote STEM

education and opportunities, particularly for women and

other under-represented groups. Our Young Weir-Wise

Discovering Engineering programme, delivered in

partnership with the University of Strathclyde, UK, welcomed

300 girls from schools across Scotland. An additional one-day

virtual event was attended by a further 100 pupils, making

the programme even more accessible.

![]()

![StakeholderBlue_block.svg]()

|  |  |  |
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|  |  |  |
|  |  |  |
|  | Section 172 statement  In accordance with the requirements of Section 172  of the UK Companies Act 2006 (the Act), the Directors  consider that, during the financial year ended  31 December 2024, they have acted in a way that they  consider, in good faith, would most likely promote the  success of the Company for the benefit of its  members as a whole, having regard to the likely  consequences of any decision in the long term and  the broader interests of other stakeholders, as  required by the Act.  For more information in support of this statement, see  ‘Board activities and principal decisions made in 2024’ on  pages 81 to 82 and 'Wider stakeholder engagement by  the Board' on page 87. |  |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 21 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## We are Weir strategy

#### Our strategic framework

![]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Our commitments  We commit to… |  |

Our We are Weir strategy for sustainable mining

![]()

|  |  |
| --- | --- |
|  |  |
|  | Growth  Outgrowing our markets |
|  | Margins  Expanding our margins |
|  | Returns  Converting earnings into cash and returns |
|  | Resilience  Providing resilience and predictability |
|  | Sustainability  Delivering for people and planet |
| à Read more on page 7 | |

sets out our ambition for how we deliver

excellent outcomes for all our stakeholders.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | It centres around four strategic pillars – People,  Customer, Technology and Performance – and has  our purpose and our sustainability strategy at its core.  It also sets out our values and defines our culture,  guiding how we behave and how we work.  It incorporates our business model and, taken  together, this is how we deliver excellent outcomes  for our stakeholders. |  |
|  | à Read more on pages 23 to 34 |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Our business model  We deliver… |  |
|  |  |  |
|  | Our aftermarket-focused model delivers sustainable  compounding growth. |  |
|  | à Read more on pages  17 to 18 |  |

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| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | Our values  We believe in...  – Thinking safety first  – Delighting your  customer  – Respecting each other  – Doing the right thing  – Aiming high |  | Our culture  We work this way...  – We always seek to improve  and innovate  – We care for, challenge and  encourage each other  – We’re passionately,  authentically ourselves  – We work together to  enhance our global  communities  – We speak up and take  ownership for our shared  success  – We can’t wait |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 22 |
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|  |  |  |  |  |  |  |  |  |

## Sustainability at the core

Sustainability is at the core of our We are Weir strategy. We are leading by example to

#### deliver sustainable Weir

#### and working in

partnership with customers to

#### accelerate sustainable mining

.

|  |
| --- |
|  |
|  |

#### Deliver sustainable Weir

Deliver sustainable Weir focuses internally on

our people, operations and ways of working.

Champion zero harm

– Champion a zero harm workplace where

everyone goes home safe and healthy

– Build a world class safety culture

– Prioritise employee health and wellbeing

– Safeguard the environment in and around

our operations

à Read more on pages 32 to 33

Nurture our culture

– Nurture our culture to inspire our people to

do the best work of their lives

– Maintain strong engagement

– Grow and develop our talent

– Build a truly inclusive, diverse and

equitable culture

à Read more on pages 32 to 33

Reduce our footprint

– Actively reduce our footprint to minimise

our impact on the environment

– Reduce energy and CO2e in our

operations

– Rethink, reduce, reuse and recycle to

minimise our waste

– Responsibly manage water, prioritising

water stressed operating locations

à Read more on pages 46 to 58

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Strengthen our foundations

– Strengthen our foundations to meet

expectations of all responsible businesses

– Employ responsible business and supply

chain practices

– Create high quality sustainability data,

systems and assurance

– Transparently report ESG strategy, goals

and progress

à Read more on page 57

|  |  |
| --- | --- |
|  |  |
|  |  |
| In support of UN Sustainable  Development Goals (SDGs) |  |

|  |  |
| --- | --- |
|  |  |
|  | Champion zero harm |
|  | – Champion zero harm is just as  important on our customers’ sites,  both in the safety-first behaviours  and actions of our people and our  product design and stewardship  à Read more on pages 32 to 33 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | In support of UN Sustainable  Development Goals (SDGs) |  |

|  |
| --- |
|  |
|  |

#### Accelerate sustainable mining

Accelerate sustainable mining focuses

externally on solving our customers’ biggest

sustainability challenges

Use less energy

– Innovate solutions to use less energy,

helping customers reduce both costs and

CO2e emissions

à Read more on pages 26 to 27

Use water wisely

– Tailor customer solutions to use water

wisely by reducing consumption,

increasing recovery and introducing

water-free process steps

à Read more on pages 26 to 27

Create less waste

– Create less waste by helping customers

manage tailings more safely and

sustainably, and considering the circularity

of our product

à Read more on pages 26 to 27

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 23 |
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|  |  |  |  |  |  |  |  |  |

## Strategic progress

### Customer

|  |  |
| --- | --- |
|  |  |
|  | We will be the most admired business in our sector.  Working in partnership, we deliver distinctive solutions  and compelling value. |
|  |

Being close to our customers - in terms of both

physical proximity and our understanding of their

challenges - is a significant strength for Weir. No

one serves more mines than Weir and we pride

ourselves on being no more than 200km away

from any major mine in the world. Our voice-of-

customer-led strategic growth initiatives ensure

we have the best performing products and

sustainable solutions in the market, underpinning

our commitment to outgrow our markets

through the cycle.

A strategic partner in mining technology solutions

The global mining industry that we serve is in a period of

change – it needs to scale up and clean up to deliver more of

the critical metals needed for the energy transition, and it

needs to produce those metals in a more sustainable way.

This presents a compelling growth opportunity for Weir –

providing the end-to-end solutions that will accelerate the

shift to more sustainable mining. Our new brand strategy –

mining technology for a sustainable future – is designed to

ensure that our customers look to us to help them achieve

their ambitions as the world transitions to a low carbon

future. Launched in June 2024, the brand strategy positions

us to lead in the new mining era.

2024 performance

Outgrow our markets through voice-of-customer-

led initiatives

We have made good progress across our strategic growth

initiatives, supporting customers with solutions for their

challenges in each process stage – extraction, comminution,

processing and tailings.

At the extraction stage, we maintained leadership in our core

ESCO® branded ground engaging tools (GET) technology,

winning 118 net major diggers in the year. In September,

we delivered the full commercial launch of ESCO® NexsysTM,

our next generation lip and GET system and secured several

orders in the final quarter of the year.

We gained further traction with our innovative end-to-end

integrated solutions for comminution, processing and

tailings, demonstrating that customers are increasingly

looking for mining technology solutions that address both

productivity and sustainability challenges. Successes during

the year included two significant new orders for major

greenfield projects. A £53m order to supply industry-leading

fine grinding solutions to Barrick Gold's Reko Diq copper-gold

project in Pakistan was closely followed by a £25m order from

OCP Group for phosphate projects in Morocco. Our strategic

alliances with other mining technology providers, such as

Eriez, are developing well and we are leveraging our

combined strengths to deliver industry-leading solutions

to customers, such as those described above.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | |  |  |
|  | Strategic initiatives  – Outgrow our markets through voice-of-customer-  led initiatives  – Solve our customers' biggest smart, efficient and  sustainable challenges  – Show leadership in our industries' pathway to net zero | | |  |
|  | Link to sustainability strategy | |  |  |
|  |  | |  |  |
|  |  | Use less energy |  |  |
|  |  |  |  |  |
|  |  | Use water wisely |  |  |
|  |  |  |  |  |
|  |  | Create less waste |  |  |
|  |  |  |  |  |
|  | Customer KPIs | |  |  |
|  |  |  |  |  |
|  | Revenue in 2024 | | £2.5bn  (2023: £2.5bn) |  |
|  | à Read more on pages  35 to 36 | |  |  |
|  | Related principal risks | |  |  |
|  | à Read more on pages  59 to 70 | |  |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 24 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Strategic progress

### Customer continued

At a product level, we achieved further market share gains

in large WARMAN® pumps, converting over 90% of our

competitive field trials, and saw growth in demand across our

range of aftermarket products. The phasing of large original

equipment shipments from Q4 2024 into Q1 2025 held back

year-on-year revenue growth in 2024.

Solve our customers’ biggest smart, efficient and

sustainable challenges

Helping our customers scale up and clean up is more

relevant than ever and in putting our sustainability strategy at

the heart of our We are Weir business strategy this year, we

have amplified efforts that accelerate sustainable mining for

our customers. We have made good progress towards our

remuneration-linked sustainability goals and KPIs centred

around helping customers use less energy, use water wisely

and create less waste.

Use less energy

Following completion of our pioneering study on avoided

emissions that we launched at COP28 at the end of 2023,

we continued to build out our work on avoided emissions to

unlock the significant opportunities to reduce energy use and

emissions in minerals processing. Our 2023 study1 focused

on the avoided emissions impact of our redefined solutions

for the comminution process, which can reduce energy use

by 40% and avoid up to 50% CO2e at 20% lower operating

costs compared to conventional technology. In 2024, we

broadened the scope of our assessment to include the

GEHO® pump range. Our sustainability KPI of avoided

emissions through customers' use of energy efficient

solutions is to increase avoided emissions against our 2023

baseline. In 2024, we increased overall avoided emissions by

171% to 442,894 tCO2e (2023: 163,564 tCO2e) including an

increased contribution from energy efficient comminution

solutions as well as 12,786 tCO2e from the addition of

GEHO® pumps. Read more on page 47.

Use water wisely, create less waste

Water is fundamental to the way in which minerals are

processed but in some parts of the world there is too little

and in others there is too much. Similarly, safe storage of

tailings waste presents a major challenge to the sector

and today, over 90% of waste rock ends up in the tailings

waste stream.

As such, water use and waste are among our customers'

biggest challenges and both are a priority topic in our own

technology strategy and sustainability materiality matrix.

We already optimise our products according to water

availability at our customers’ operations and are developing

more transformational solutions. To support this, we are

defining specific milestones for water optimisation. This has

been informed by our involvement in the Global Water

Initiative, a collaboration with CEEC International where we are

making good progress in outlining actions to develop

optimised flowsheets for water-related challenges in mining.

Our transformational flowsheets for tailings management

help miners reduce, rethink and repurpose their tailings and

during the year, we have defined specific milestones that

provide a baseline for us to begin to measure customer

waste impact in 2025.

Supporting customers to improve health and safety

Our zero harm culture is just as important on our customers'

sites, so we embed product stewardship within our SHE

Management System to ensure we take a cohesive and

consistent approach to support customer health and safety.

Show leadership in our industry's pathway to net zero

We completed research to inform a new brand strategy

using input from customers, our senior managers and our

employees. The new brand strategy, launched in June 2024,

supports our ambition to lead in the industry and helps boost

recognition and traction of our end-to-end technologies. We

are uniting across all our global businesses under a single

external facing brand – Weir – underpinned by our signature

product brands.

As we build our refreshed brand, we have reinvigorated our

engagement with customers and other stakeholders on

sustainability, innovative integrated solutions and intelligent

digital automation in mining. We will expand this work in 2025

to support our strategic goals.

Developments in early 2025

In January 2025, we agreed to form a new joint venture with

Olayan Saudi Holding Company to provide mining

technology solutions in Saudi Arabia. This new partnership will

leverage the combined strengths of both organisations to

serve the Kingdom's rapidly expanding mining market.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Link to remuneration -  2024 scorecard |  |  |  |  |
|  | Strategic measures |  |  |  |  |
|  | Execute our strategic growth initiatives | ò | ò | ò |  |
|  | Capture value from new strategic alliances |  |  | ò |  |
|  | Position Weir as a mining technology  solutions partner |  |  | ò |  |
|  |  |  |  |  |  |
|  | ESG measures |  |  |  |  |
|  | Customer avoided emissions |  |  | ò |  |
|  | Customer water optimisation |  |  | ò |  |
|  | Customer waste impact |  |  | ò |  |
|  | à Read more on pages  133 to 136 | | | |  |
|  | Rating key  ò   Outcome achieved meets or exceeds on-target  ò   Outcome achieved is between threshold and on-target  ò  Outcome achieved is below threshold | | | |  |
|  |  |  |  |  |  |
|  | 2025 bonus measures |  |  |  |  |
|  | Strategic measures |  |  |  |  |
|  | Execute our strategic growth initiatives |  |  |  |  |
|  | Position Weir as a mining technology solutions partner | | | |  |
|  | Refresh key account strategy |  |  |  |  |
|  |  |  |  |  |  |
|  | ESG measures |  |  |  |  |
|  | Customer avoided emissions |  |  |  |  |
|  | Customer water and waste impact |  |  |  |  |
|  | à Read more on page  120 | | | |  |
|  | 1. [global.weir/newsroom/global-news/new-study-by-weir-highlights-](global.weir/newsroom/global-news/new-study-by-weir-highlights-big-energy-saving-opportunity-in-mining/)  [big-energy-saving-opportunity-in-mining/](global.weir/newsroom/global-news/new-study-by-weir-highlights-big-energy-saving-opportunity-in-mining/) | | | |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 25 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Strategy in action

### Customer case study

![]()

|  |
| --- |
|  |
| Transforming  mining processes |
| Mining needs to scale up and clean up to deliver the metals  required for the energy transition. By redefining key mining  processes, we are helping customers boost productivity and  sustainability – a win-win for them and for the planet. |
|  |

Weir has channelled its engineering

expertise to tackle one of the most energy

hungry processes in mining – a process

called comminution that is used to crush

rocks into tiny particles. It is estimated that

comminution in mining consumes up to 3%

of primary energy globally each year1.

Weir has partnered with customers and

other innovators to develop a redefined

process that can cut energy consumption in

comminution by up to 40% and avoid up to

50% CO2e emissions per tonne of ore versus

conventional technology. Importantly, there

is no trade off elsewhere as the redefined

process uses less water too.

These are big numbers. Weir has validated

the potential impact of its redefined process,

studying the energy savings and avoided

emissions it can deliver2.

This is not a solution for the mine of the

future, it’s for the mine of today. The process

is already operational at Iron Bridge,

Fortescue Metals Group’s (FMG’s) large iron

ore mine in Australia. Most recently, it has

also been selected for Barrick’s Reko Diq tier

one copper-gold project in Pakistan – a

£53m contract win for Weir in 2024. The Reko

Diq project is located in one of the hardest to

reach locations in the world, making energy

a premium on site. The project is another

real-world reference for our technology and

illustrates its versatility across geologies.

![]()

|  |  |
| --- | --- |
|  |  |
| This is not the mine of the future.  Find out more about how Weir is  transforming mining processes today. | |
|  | |
|  | |
|  | Find out more:  global.weir/transforming-  flowsheets |

![QR Code for Page 25.png]()

This redefined process demonstrates the

substantial opportunity for the global mining

industry to help meet demand for critical

metals and make a material contribution to

CO2 emissions reduction, all in one.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | | |
| >100% | | |
| increase in production required by 20503 | | |
|  | | |
| up to 3% | | |
| global primary energy consumed  in comminution3 | | |
|  | | |
| up to 40% | | |
| reduction in energy use4 | | |
|  | | |
| up to 50% | | |
| of CO2e emissions avoided4 | | |
|  | | |
| 20% | | |
| lower operating costs4 | | |

1. https://www.ceecthefuture.org/resources/mining-

energy-consumption-2021

2. global.weir/newsroom/global-news/new-study-by-

weir-highlights-big-energy-saving-opportunity-in-

mining/

3. IEA, Global Critical Minerals Outlook 2024.

4. Versus conventional technology.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 26 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Strategic progress

### Technology

![]()

|  |  |
| --- | --- |
|  |  |
|  | We shape the next generation of smart, efficient and  sustainable solutions with cutting-edge science and our  tradition of innovation. |
|  |

Technology leadership lies at the heart of

our success and we are investing in the

development and commercialisation of

transformative new sustainable technologies

that will drive future growth.

Technology strategy drives growth

Weir’s mining technology operates in some of the harshest

conditions on earth and where downtime can cost our

customers tens of millions of dollars a day. Our core value

proposition is lowest total cost of ownership or TCO. Our

products operate more efficiently, so use less energy and

water, and last longer than alternative solutions. As a result,

spare parts need to be replaced less frequently.

These characteristics stem from our world class engineering

and materials science, manufacturing know-how and deep

customer insight, increasingly enabled by intelligent

automation. We have some of the world’s leading

metallurgists, materials scientists, data scientists and foundry

experts in our team, and our exotic alloys and specific

foundry processes give our products their extended,

best-in-class wear life.

Higher performing, longer lasting products bring inherent

sustainability benefits too. Embodied carbon emissions are

lower because less metal is being poured, less waste is being

created and less carbon is expended in supply chains.

In addition, given the critical role of mining as an enabler in

the energy transition and the industry’s imperative to scale

up and clean up, we are investing in R&D to deliver innovative

transformational technology solutions aligned to our

customers’ biggest priorities that are to:

– move less rock;

– use less energy;

– use water wisely;

– create less waste; and

– boost with digital.

These themes are the framework for our technology strategy

and we use them to prioritise and allocate our engineering

and R&D resources to address our customers' needs.

With clear customer priorities and a compelling mandate

to make mining more sustainable, we continue to target

investment in R&D of 2% of revenue, differentiating ourselves

further and prioritising spend based on voice-of-customer

feedback and projects. These include:

– protecting our core business – through investments in

materials science and core engineering capabilities; and

– developing new products and solutions that will address

our customers' biggest sustainability challenges.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | |  |  |
|  | Strategic initiatives  – Invest in innovating transformational solutions  – Digitally enable everything we do  – Create new business and business models from  data and insights | | |  |
|  | Link to sustainability strategy | |  |  |
|  |  | |  |  |
|  |  | Use less energy |  |  |
|  |  |  |  |  |
|  |  | Use water wisely |  |  |
|  |  |  |  |  |
|  |  | Create less waste |  |  |
|  |  |  |  |  |
|  | Technology KPIs | | |  |
|  |  |  |  |  |
|  | R&D investment as a percentage of  Group revenues in 2024 | | 1.9%  (2023: 1.8%) |  |
|  | à Read more on pages 35 to 36 | |  |  |
|  | Related principal risks | |  |  |
|  | à Read more on pages 59 to 70 | | |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 27 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Strategic progress

### Technology continued

In parallel, we are also adding new capabilities in areas such

as digital, data management and AI. Furthermore, strategic

alliances and acquisitions have further accelerated our

organic strategy and we continue to manage a pipeline

of inorganic opportunities.

Our R&D strategy is very clear. We will continue to invest to

protect our core value proposition, while increasing spend

to address our customers' biggest challenges and drive our

future growth.

Transformative solutions deliver

compounding benefits

Many of our current growth initiatives are supported by new

innovations that already align to one or more of the key

customer themes in our technology strategy. Our range

of more nascent technologies has the potential to deliver

further growth and is similarly aligned.

However, the most exciting opportunity for Weir and our

customers comes from integrating proven technologies in

innovative new ways. By packaging technologies together,

right across the mine, we can create solutions that will deliver

compounding benefits – driving productivity up, and

environmental footprint down. Our digital insights ensure

processes are optimised, which together with our sustainable

hardware solutions, will significantly reduce energy and water

consumption, and create less waste. These transformative

integrated solutions are set to be key growth drivers for

Weir in the years ahead and will further expand our

technology leadership.

2024 performance

Invest in innovating transformational solutions

Through our technology strategy, we have prioritised

technology development, R&D and engineering resources in

line with our customers’ sustainability challenges – to move

less rock, use less energy, use water wisely, create less waste

and boost with digital. Revenue from new products

introduced in the last five years was lower in 2024 at £144m

(2023: £154m) reflecting product development cycles and

the phasing of new product introductions. We continued to

collaborate with customers around the world to develop

transformational flowsheets that make mining more

sustainable. R&D investment in the year of £46.5m (2023:

£46.4m) was 1.9% (2023: 1.8%) of revenues.

Digitally enable everything we do

We continued to invest in leveraging digital technologies to

improve the productivity and sustainability performance of

our customers' operations. Integration of the SentianAI

platform (acquired in November 2023) with our proprietary

Synertrex® platform, has accelerated our digital capabilities.

In September, we launched a new digital brand –

NEXT intelligent solutions - that transforms our process

optimisation services into real-time digital solutions for

our customers. Uptake increased substantially this year

and we now have installations of NEXT intelligent solutions

at over 100 mine sites.

Create new business and business models from

data and insights

Our combined ESCO® and MOTION METRICSTM offer continues

to deliver significant safety and efficiency benefits for

customers. In 2024, we have added to our global installed

base of MOTION METRICS™ systems and rolled out a new

subscription-based offering to customers.

Technology improvements included a new MOTION METRICS™

payload monitoring solution, designed to optimise truck

loading and improve haulage efficiency for customers.

Field trials are proving the value of our vision-based sensing

technology, underpinned by AI, including in other

applications in the mine, such as ore sorting and

characterisation. These have the potential to significantly

improve the sustainability footprint of mining.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Link to remuneration -  2024 scorecard |  |  |  |  |
|  | Strategic measures |  |  |  |  |
|  | Revenue from new products |  |  | ò |  |
|  | Digitise our current business model |  | ò | ò |  |
|  | Execute our Enterprise Technology  Roadmap to plan |  |  | ò |  |
|  |  |  |  |  |  |
|  | ESG measures |  |  |  |  |
|  | Progress our priority R&D projects |  |  | ò |  |
|  | à Read more on pages  133 to 136 | | | |  |
|  | Rating key  ò   Outcome achieved meets or exceeds on-target  ò   Outcome achieved is between threshold and on-target  ò  Outcome achieved is below threshold | | | |  |
|  |  |  |  |  |  |
|  | 2025 bonus measures |  |  |  |  |
|  | Strategic measures |  |  |  |  |
|  | Revenue from new products |  |  |  |  |
|  | Boost with digital |  |  |  |  |
|  | Execute our Enterprise Technology Roadmap to plan | | | |  |
|  |  |  |  |  |  |
|  | ESG measures |  |  |  |  |
|  | Progress our priority R&D projects |  |  |  |  |
|  | à Read more on page  120 | | | |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 28 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Strategy in action

### Technology case study

|  |
| --- |
|  |
|  |
| How the best 'GET's  even better |
| Our ESCO® GET systems are the market leader, used by  customers across the globe to tackle their toughest excavation  challenges. In 2024, we launched ESCO® NexsysTM – our next  generation of GET technology. |

![]()

|  |  |
| --- | --- |
|  |  |
| The next evolution of ground engaging tools  is here. | |
|  | |
|  | |
|  | Read more about our next  generation ESCO® NexsysTM  GET for excavation. |

![QR Code for Page 28.png]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | | |
| +15% | | |
| increase in tooth wear life versus our  previous system | | |
|  | | |
| est. 40% | | |
| reduction in overall lip maintenance time over  a five-year period (current rebuild intervals) | | |

Our ESCO® ground engaging tools – or GET –

are at the front line in the excavation

process and as such, they must withstand

some of the harshest conditions on the mine.

Durability, safety, wear life and ease of

maintenance are the hallmarks of performance

that our customers demand and so we

continue to invest in our technology to

maintain our competitive edge.

2024 marked the culmination of five years of

work to raise the bar on GET performance.

From the lab to the foundry floor, our

engineers combined their expertise in

metallurgy, engineering design and

manufacturing to develop the new system.

In the field, engineers and technical services

representatives worked on field trials with

our customers to track system performance

and monitor feedback.

The results are impressive. In trials at an iron

ore mine in Brazil, even in the toughest

digging conditions, after six months of

continuous operation, the ESCO® Nexsys™

system delivered significant performance

advantages over the competitive systems.

The longer component life of the new

system improved machine production,

lowered maintenance costs and minimised

worker exposure to the hazards associated

with maintenance work.

The ESCO® Nexsys™ system is one of the

most advanced available for rope shovels,

delivering exceptional performance and

durability for our customers, improving

productivity, enhancing sustainability and

reducing their total cost of ownership.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 29 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Strategic progress

### Performance

|  |  |
| --- | --- |
|  |  |
|  | We deliver excellence for all of our stakeholders, through  strong leadership, performance culture and rigorous  standards of governance. |
|  |

A performance mindset underpins our

commitment to deliver excellent outcomes for

all our stakeholders. We are taking Weir from

good to great and an even better place to work,

driving strong and sustainable financial

outcomes to support future growth, while

reducing our own environmental impact.

Transforming Weir through Performance Excellence

Performance Excellence is our business transformation

programme. Launched in 2022, it is optimising the structure

of our operations and driving synergy across our processes,

creating the platform for compounding growth in the

years ahead.

The programme centres around three key pillars. The first is

capacity optimisation where we are focusing on

opportunities to consolidate in some areas to be closer to

our customers and better service their needs. The second

pillar is lean processes, driving these across our

manufacturing operations and global value streams, and

building on our culture of continuous improvement. The third

pillar is functional transformation, bringing a consistent global

business services approach for support functions, while

leveraging foundational systems and technology.

Performance Excellence is also providing clearer, simpler

ways of working and new development opportunities for our

teams. In addition, it is helping us better serve our customers

and ensuring we realise the full potential of our business.

2024 performance

Drive clean, lean and agile operations and supply chain

Capacity optimisation and lean processes

Performance Excellence continues at pace and during the

year we recognised the benefits of capacity optimisation

projects launched at the start of the programme. These

include the consolidation of several of Minerals Division’s

manufacturing facilities in the US and APAC as well as

optimisation of its Australian service centre and Latin

American distribution footprints. The Division also continued

to embed its lean programme, Weir Integrating Network

System (WINS) to drive reductions in overall material cost and

quality improvements. ESCO Division opened its new, highly

efficient foundry in Xuzhou, China and made good progress

in improving operational and quality metrics at its North

American foundries. We also made good progress in

completing the next phase of Performance Excellence

projects, with savings to be realised over the course of 2025.

This includes the reorganisation of our Minerals Europe,

Middle East and Africa (EMEA) region, the launch of

configure-to-order platforms for our equipment, and site

consolidation of our facilities in Turkey.

Reducing our footprint

We have set ambitious emissions reduction targets for

scopes 1, 2 & 3 that were approved by the Science Based

Targets initiative (SBTi) in March 2023. We track climate

risks and opportunities annually as part of our strategic

planning process.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | |  |  |
|  | Strategic initiatives  – Drive clean, lean and agile operations and supply chain  – Deliver high quality, efficient back office functions  – Expand margins and deliver strong cash conversion | | |  |
|  | Link to sustainability strategy | |  |  |
|  |  | |  |  |
|  |  | Reduce our footprint |  |  |
|  |  |  |  |  |
|  |  | Strengthen our foundations | |  |
|  |  |  |  |  |
|  | Performance KPIs | |  |  |
|  |  |  |  |  |
|  | Adjusted profit before tax1,2 | | £428m  (2023: £411m) |  |
|  |  | |  |  |
|  | Free operating cash conversion | | 102%  (2023: 85%) |  |
|  |  | |  |  |
|  | Adjusted operating margin1,2,3 | | 18.8%  (2023: 17.1%) |  |
|  | à Read more on pages  35 to 36 | |  |  |
|  | Related principal risks | |  |  |
|  | à Read more on page  59 to 70 | |  |  |
|  | 1. Continuing operations.  2. Profit figures before adjusting items (note 2 of the Group Financial  Statements).  3. 2023 restated at 2024 average exchange rates | | |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 30 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Strategic progress

### Performance continued

We continued to drive down CO2e emissions across our

facilities, achieving a cumulative 27% absolute reduction in

our scope 1&2 market-based emissions since 2019, keeping

us on track to achieve our goal of a 30% reduction by 2030,

versus our 2019 baseline.

Our absolute scope 1&2 footprint in 2024 is133,488 tonnes

CO2e (2023: 142,213 tonnes CO2e) down 6% on the prior year.

In line with our Transition Plan, we are focusing on energy

efficiency initiatives and increasing low carbon electricity

supply to meet our 2030 target. Renewables now make up

31% of our total electricity supply (2023: 23%), and 12% of our

total energy (2023: 9%) supported by initiatives in 2024

including the installation of solar panels at our operations in

Kalgoorlie, Australia and Monterrey, Mexico. We continue to

disclose to CDP Climate to show corporate transparency on

our climate change performance (see page 121). Our CO2e

reporting is externally assured as part of our assurance

roadmap described on page 55.

à Read more about our Transition Plan and how we manage

climate risk on page 52

Alongside our focus on reducing greenhouse gas emissions,

we are also driving responsible water use and waste

reduction initiatives across Weir. We continue to develop

water stewardship programmes in all water-stressed

locations, aligning with the Alliance for Water Stewardship

Standard, and in 2024 we extended our CDP disclosures to

also address questions relating to water. Waste reduction

initiatives are focused on the most significant waste streams

in our operations – namely sand, metal scrap, elastomer

scrap and dust. In 2024, 82,419 tonnes of scrap metal were

reused in our foundries across both Divisions (2023: 80,066

tonnes). Our approach to managing water and waste in our

operations is underpinned by our SHE Management System

and further information on that approach is available on

our website.

Sites around the world continue to focus on projects towards

our goal to deliver sustainable Weir. An energy management

system introduced at our foundry in South Africa is delivering

significant cost and energy savings, while our facility in

Malaysia is benefiting from taking an holistic approach to

optimising its energy, water and waste:

<global.weir/sustainability/accelerate-sustainable-mining/>

Deliver high quality, efficient back office functions

Through the functional transformation pillar of Performance

Excellence we have created Weir Business Services (WBS),

bringing together Finance, HR and IS&T transactional

processes under a global shared business services model,

and focusing our functions on activities that support business

growth. During 2024, we delivered a phased transition to WBS

across all three functions and are now embedding new, more

effective and efficient ways of working.

Expand margins and deliver strong cash conversion

On a constant currency basis adjusted operating profit grew

9% year-on-year, and adjusted operating margins were

18.8%, up 170bps on the prior year. Expansion in operating

margin arose from very strong execution within Performance

Excellence workstreams and movement in Minerals revenue

mix towards aftermarket.

Free operating cash conversion for the year increased to

102%, which is above our 2024 target range of 90% to 100%,

benefiting from a strong reduction in working capital driven

by lean projects within Performance Excellence. Our strong

cash generation from the first half continued through the

second half of the year and overall represents a significant

17 percentage point improvement on the prior year.

Working capital as a percentage of sales reduced to 20.7%

(2023: 21.3%).

We made significant progress in our Performance Excellence

programme in 2024 delivering cumulative savings of £29m,

ahead of expectations. The cash outflow for the programme

was £28m. We have upgraded our total Performance

Excellence savings target to £80m in 2026, with £20m of

incremental savings expected in 2025. This is supported by

additional capacity optimisation and lean process

opportunities that have been identified as the programme

progresses.

Overall, we expect the benefits of Performance Excellence to

drive further margin expansion and move our operating

margins sustainably beyond 20%, while our strong cash

generation and balance sheet give us optionality to allocate

capital, compounding total shareholder returns.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | Link to remuneration -  2024 scorecard |  |  |
|  | Strategic measures |  |  |
|  | Improve our lean processes | ò |  |
|  | Optimise our capacity | ò |  |
|  | Functional transformation, including Weir  Business Services | ò |  |
|  |  |  |  |
|  | ESG measures |  |  |
|  | Reduce scope 1&2 CO2e vs 2019 base aligned  to SBTi | ò |  |
|  | Develop and implement ESG data  assurance roadmap | ò |  |
|  | Further integrate climate risk/opportunity in  strategic planning | ò |  |
|  | à Read more on pages  133 to 136 | |  |
|  | Rating key  ò   Outcome achieved meets or exceeds on-target  ò   Outcome achieved is between threshold and on-target  ò  Outcome achieved is below threshold | |  |
|  |  |  |  |
|  | 2025 bonus measures |  |  |
|  | Strategic measures |  |  |
|  | Improve our lean processes |  |  |
|  | Optimise our capacity |  |  |
|  | Functional transformation |  |  |
|  |  |  |  |
|  | ESG measures |  |  |
|  | Reduce scope 1&2 CO2e vs 2019 base aligned to SBTi | |  |
|  | Implement ESG data assurance roadmap |  |  |
|  | à Read more on page  120 | |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 31 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Strategy in action

### Performance case study

![]()

|  |
| --- |
|  |
| From good to great  with Performance Excellence |
| Launched in September 2022, Performance Excellence is delivering ahead of our expectations.  It is streamlining our operations and creating the scalable platform to move our operating margins  sustainably beyond 20%. |

Performance Excellence is our business

transformation programme to take Weir

from a good business to a great business,

and an even better place to work. Its focus is

on driving efficiency in all that we do,

supporting margin expansion and cash

conversion, creating the platform for the

future growth of Weir.

The programme has three pillars:

– capacity optimisation focuses on keeping

us close to our customers through service

centres and foundry optimisation

programmes, improving working

environments for our people and

enhancing returns for our business;

– by embedding a philosophy of lean across

Weir we are cutting out waste from our

processes and delivering value chain

excellence; and

– functional transformation is delivering a

global approach for core activities across

Finance, HR and IS&T, supported by

common technology systems, to provide

excellent internal customer service and

drive business growth.

![]()

2024 marked an important milestone

as we officially opened a brand

new US$60m state-of-the-art

manufacturing facility for ESCO®

products in Xuzhou, China – a facility

that has set new standards for Weir in

terms of efficiency and sustainability,

supporting the delivery of Weir's

commercial and ESG goals.

Since launching Performance Excellence

we’ve built great momentum and the cost

savings delivered are ahead of our

expectations. We’ve seen the scope of

existing projects expand and a number of

new projects identified. As a result, we now

believe we can deliver even greater benefits

to our business and we are upgrading our

savings goal for 2026.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 32 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Strategic progress

### People

![]()

|  |  |
| --- | --- |
|  |  |
|  | We are a global family. We are proud of our unique blend  of talent, technology and culture. We are here to inspire  our people to do the best work of their lives. |
|  |

Weir has always been a values-led business.

Our new brand – mining technology for a

sustainable future – is focused on delivering

against our ambitions for our sector, technology

and financial returns, while supporting our

culture, values and our focus on creating a safe,

diverse, inclusive and equitable workplace.

2024 performance

Deliver on zero harm for our people and the environment

Our goal is a zero harm workplace where everyone goes

home safe and healthy, and we believe that people's safety,

physical and mental health and wellbeing are all connected.

Recognising these zero harm ambitions, we have ‘thinking

safety first’ as one of our core values within our We are Weir

framework. Within our sustainability strategy, ‘champion zero

harm’ is a distinct part of our ‘deliver sustainable Weir’

priority areas.

Safety performance

In April, tragically one of our colleagues suffered a fatal

accident while at work. Since then, we have held safety stand

downs to discuss the learnings and re-emphasise that safety

must always come first. Overall in 2024, lost time accident

numbers were flat year-on-year and our total incident rate1

(TIR) was unchanged at 0.42 (2023: 0.42).

We have taken steps to renew our emphasis on driving a zero

harm safety culture and engage our teams. Under our Zero

Harm Behaviours framework, sites continued to complete

improvement actions identified during gap analysis

workshops in 2023 and we included a new question on

supervisor involvement in our employee engagement

survey, which has given us actionable insights on

improvement areas. Our SHE learning programme, which

includes learning relating to our SHE protocols and life saving

behaviours, supported employees' knowledge and

understanding. Additionally, we have appointed a new role,

Senior Director of Group Safety, Health and Environment,

reporting to the CEO, to ensure we enhance the level of focus

and commitment needed to deliver our zero harm ambitions.

Prioritising wellbeing

We have continued to prioritise employees’ wellbeing

supported by our health and wellbeing framework. Our

progress was again recognised when we were named top

improver in the CCLA corporate mental health benchmark, an

assessment of how leading UK-based businesses are

managing and reporting on workplace mental health.

Our website includes more information on local initiatives in

support of the framework and our policies, which highlight

our commitment to a supportive culture for workplace

mental health: <global.weir/careers/health--wellbeing>

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | |  |  |
|  | Strategic initiatives  – Deliver on zero harm for our people and the environment  – Accelerate our purpose-driven culture and lead in  inclusion, diversity and equity  – Create talent and capabilities for the future | | |  |
|  | Link to sustainability strategy | |  |  |
|  |  | |  |  |
|  |  | Champion zero harm |  |  |
|  |  |  |  |  |
|  |  | Nurture our culture |  |  |
|  |  |  |  |  |
|  | People KPIs | |  |  |
|  |  |  |  |  |
|  | Total incident rate1 | | 0.42  (2023: 0.42) |  |
|  |  | |  |  |
|  | Employee net promoter (eNPS) score2 | | 47  (2023: 48) |  |
|  |  | |  |  |
|  | % female representation | | 19%  (2023: 19%) |  |
|  | à Read more on pages  35 to 36 | |  |  |
|  | Related principal risks | |  |  |
|  | à Read more on pages 59 to 70 | |  |  |
|  | 1. Total incident rate is an industry standard indicator that measures lost  time and medical treatment injuries per 200,000 hours worked.  2. eNPS (employee net promoter score) is an index used to measure  employee satisfaction levels.  3. Based on Peakon’s manufacturing sector benchmarks. | | |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 33 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Strategic progress

### People continued

Managing safety, health and environment (SHE)

Our 'Zero Harm. Every Day.' guide sets out our approach to

managing SHE risk and includes our Zero Harm Behaviours

framework and SHE Management System (see page 58).

It must be followed by all sites and includes SHE standards

and protocols that are aligned to ISO 14001 and 45001.

We also maintain certification to ISO 14001 and 45001 in

applicable Weir sites, defined according to a site's risk profile,

with an accreditation rate of 67% in 2024 (2023: 65%).

Our SHE Management System also details minimum

standards for controlling environmental risks to air, land and

water. During the year ended 31 December 2024, there were

no significant environmental incidents, penalties or fines

reported at sites under our operational control. Further

aspects of how our zero harm culture is developed and

managed are outlined on page 57.

Accelerate our purpose-driven culture and lead in

inclusion, diversity and equity (ID&E)

In August, we ran our ninth global employee survey with

participation levels at an excellent 88%. Our employee net

promoter score2 (eNPS) of 47 is in the top quartile of Peakon’s

manufacturing benchmark3. The survey feedback, which also

included over 62,000 comments from employees, provides

valuable insight on what we do well and where we could do

better, with improved feedback on engagement drivers such

as SHE involvement and sense of belonging.

à Read more about the outcomes of our employee

engagement on pages 84 to 86

ID&E is driven by our values and we believe it is essential for

sustainable business success. During 2024, we created a new

ID&E Steering Committee of representatives from our senior

leadership team. The Committee is driving strategic

integration and embedding ID&E into our business strategy,

putting responsibility and accountability with leaders for

championing the business case for ID&E. By engaging across

Weir, the goal is to embed inclusion as a business-wide

priority, with everyone contributing to our inclusive culture.

The Committee has prioritised inclusive leadership, hiring,

learning and communications, and good early progress has

been made on each of these focus areas.

Our employee-led affinity groups have continued to be

highly active in 2024, expanding their global reach. Females

represented 19% of employees in 2024 (2023: 19%).

Towards the end of the year, we launched the Weir values

awards, a new recognition programme to connect

employees to our brand and purpose. Over 230 entries were

received and winners will be announced in April 2025.

Create talent and capabilities for the future

We continued to provide all our employees access to high

quality learning offerings and in 2024 over 11,500 online

courses were completed across Weir. We also invested in

developing our first line leaders with a further 13 cohorts

completing our leadership foundations programme during

the year. In October we launched a new global mentoring

programme to provide employees with access to internal

mentors, as detailed on page 86.

We have prioritised succession planning in 2024 to ensure we

identify and grow talent to fill leadership and business-critical

positions in the future. During the year, we introduced more

regular talent discussions to support managers in developing

robust and inclusive plans. There was strong engagement –

we exceeded our expectations in terms of number of plans in

place and have made good progress in making talent

development a truly ongoing activity.

We continue to focus our community partnership activities

on projects with strong community, health and education

themes, including initiatives that support under-represented

groups in science, technology, engineering and maths (STEM)

careers. Total charitable donations in 2024 amounted to

£453,111 (2023: £486,715) with examples of local activities

available on our website: [global.weir/charity-and-outreach](https://www.global.weir/careers/health--wellbeing/case-studies/)

Transforming Weir from good to great

With 2024 being the first full year of delivery for our

Performance Excellence programme, it has been challenging

for certain parts of the business as we work to ensure we are

structured and set up to run as an efficient and effective

organisation. Some of the changes, which have included a

number of large-scale regional restructures, have impacted

individuals, while others have meant new ways of working for

colleagues. In line with our values, we have done our utmost

to be open and transparent, treat people with respect and

provide them with support throughout the changes.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Link to remuneration -  2024 scorecard |  |  |  |  |
|  | Strategic measures |  |  |  |  |
|  | Retain our talent |  |  | ò |  |
|  | Succession planning |  |  | ò |  |
|  | Maintain engagement score in top quartile  of Peakon’s manufacturing benchmark |  |  | ò |  |
|  |  |  |  |  |  |
|  | ESG measures |  |  |  |  |
|  | Improve our safety TIR |  |  | ò |  |
|  | Improve our female gender diversity |  | ò | ò |  |
|  | Improve our CCLA corporate mental health  benchmark score |  |  | ò |  |
|  | à Read more on pages  133 to 136 | | | |  |
|  | Rating key  ò  Outcome achieved meets or exceeds on-target  ò  Outcome achieved is between threshold and on-target  ò  Outcome achieved is below threshold | | | |  |
|  |  |  |  |  |  |
|  | 2025 bonus measures |  |  |  |  |
|  | Strategic measures |  |  |  |  |
|  | Retain our talent |  |  |  |  |
|  | Succession planning |  |  |  |  |
|  | Maintain engagement score in top quartile  of Peakon’s manufacturing benchmark |  |  |  |  |
|  |  |  |  |  |  |
|  | ESG measures |  |  |  |  |
|  | Improve our safety TIR |  |  |  |  |
|  | Improve our gender and ethnic diversity |  |  |  |  |
|  | Improve our CCLA corporate mental health  benchmark score |  |  |  |  |
|  | à Read more on page  120 | | | |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 34 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Strategy in action

### People case study

|  |
| --- |
|  |
| Affirming our  commitment  to zero harm |
| Weir is built around our zero harm commitment, where  everyone has a safe start, safe finish and safe journey home. |

![]()

Several parts of Weir have introduced mental health first aiders,

who are there to support colleagues' health and wellbeing. In 2024,

we adopted this approach as a pilot in Minerals' North America region.

Following training, the region now has 28 new advocates who are

prepared to offer immediate support to colleagues facing mental

health challenges. These individuals serve as the first line of

assistance, providing guidance, encouragement and support to

those in need in the workplace.

Safety is our top priority every single day –

from toolbox talks and safety moments, to

training programmes and safety learning.

We work hard to create a safety culture

where everyone feels responsible and

empowered to create a safe environment.

In addition, once a year we come together

across Weir to recognise our safety

achievements and take a further opportunity

for each of us to think about what we can do

to improve. This is Weir Safety Day and, in

March 2024, we focused on how everyone

can become a better safety leader, guided

by our Zero Harm Behaviours framework.

Right across Weir – on our sites, at a

customer’s site or in the office – colleagues

took time to consider the zero harm

behaviours and actions that will make them

a better safety leader, and empower them

to look out for their own safety and that of

their colleagues.

As well as our dedication to achieving zero

harm from a physical safety perspective, we

also want to support all our people to take

an holistic approach to their overall health

and wellbeing, including mental health.

So we take an active approach and our

global health and wellbeing framework

focuses on culture and leadership, safety

and environment, and the many facets of

wellbeing - mental, physical, digital and

financial. The framework allows different

parts of Weir to bring to life the aspects that

are most meaningful for them.

Read more about our safety culture and

focus on wellbeing: [global.weir/w](https://www.global.weir/careers/health--wellbeing/case-studies/)[ellbeing-](https://www.global.weir/careers/health--wellbeing/case-studies/)

[case-studies](https://www.global.weir/careers/health--wellbeing/case-studies/)

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 35 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Key Performance Indicators

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | We have financial and non-financial  metrics to measure our performance. |  |
|  | These metrics are aligned to our We are Weir  strategic framework and the majority are linked to  executive remuneration.  In 2024, 60% of Executive Directors' annual bonus was  directly linked to financial KPIs (adjusted profit before  tax and free operating cash conversion), 20% was  directly linked to progress against strategic  measures and 20% directly linked to ESG measures.  Further details are provided in the Directors’  Remuneration Report on pages 113 to 147. |  |
|  |  |  |
|  |  |  |
|  | The Key Performance Indicators include a mixture of GAAP measures  and those that have been derived from our reported results in order  to provide a useful basis for measuring our operational performance.  Adjusted results are for continuing operations before adjusting items  as presented in the Consolidated Income Statement. Details of  alternative performance measures are provided in note 3 of the  Group Financial Statements.  1. Continuing operations.  2. Total Group.  3. Calculation is on a lender covenant basis with net debt at average  exchange rates.  4. The 2024 KPI was subject to independent limited assurance by SLR  Consulting.  5. The 2022 TIR has been restated to account for injuries inadvertently  excluded from the reported rates and has been assured by SLR.  6. Total incident rate is an industry standard indicator that measures  lost time and medical treatment injuries per 200,000 hours worked.  7. Market-based greenhouse gas emissions. For definition, see page  56.  8. eNPS (employee net promoter score) is an index used to measure  employee satisfaction levels. |  |

![page35_PNG_background.png]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Key  ò Financial metricò Strategic metricò ESG metric |  |
|  |  |  |

Financial

|  |  |
| --- | --- |
|  |  |
|  |  |
| Revenue1 £bn | ò |
|  |  |
|  | |
| 2024 performance  Continuing operations revenue of £2,506m was down  1%  on  a constant currency basis with aftermarket growth offset by  the phasing of two large original equipment project  deliveries into 2025. | |
|  |  |
| Link to strategy  People, Customer, Technology, Performance |  |
| à Read more on pages  41 to 45 |  |
|  |  |

![7696581395338]()

|  |  |
| --- | --- |
|  |  |
|  |  |
| Adjusted profit before tax1 £m | ò |
|  |  |
|  | |
| 2024 performance  Continuing operations adjusted profit before tax was £428m  (2023: £411m). Continuing operations adjusting items were  £81m (2023: £90m). These were mainly due to costs relating  to Performance Excellence, a brand name impairment and  movements in the legacy US asbestos-related provision. | |
|  |  |
| Link to strategy  People, Customer, Technology, Performance |  |
| à Read more on pages 41 to 45 |  |
|  |  |

![6597069766848]()

|  |  |
| --- | --- |
|  |  |
|  |  |
| Adjusted operating margin1 % | ò |
|  |  |
|  | |
| 2024 performance  Continuing operations adjusted operating margins were  18.8%, up 170bps on a constant currency basis. Expansion in  operating margin arose from very strong execution within  Performance Excellence workstreams and movement in  Minerals Division revenue mix towards aftermarket. | |
|  |  |
| Link to strategy  Performance |  |
| à Read more on pages 41 to 45 |  |
|  |  |

![19241453486294]()

|  |  |
| --- | --- |
|  |  |
|  |  |
| Free operating cash conversion ratio2 % | ò |
|  |  |
|  | |
| 2024 performance  Free operating cash conversion of 102%  (2023: 85%)  exceeded our target of between 90% and 100%. We continue  to target operating cash conversion of 90% to 100% driven  by working capital efficiency and maintaining capex an d  lease costs close to 1.0x depreciation. | |
|  |  |
| Link to strategy  People, Customer, Technology, Performance |  |
| à Read more on pages  41 to 45 |  |
|  |  |

![7696581395376]()

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 36 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Key Performance Indicators

### continued

|  |  |
| --- | --- |
|  |  |
|  |  |
| Balance sheet efficiency – Net debt to EBITDA3 | ò |
|  |  |
|  | |
| 2024 performance  Net debt to EBITDA on a lender covenant basis was 0.7 x  (2023: 1.1 x) compared to a lender covenant level of 3.5 x.  Within our capital allocation policy we aim to keep net debt  to EBITDA between 0.5x to 1.5x, and up to 2.0x for acquisitions,  with through-cycle 33% adjusted earnings per share being  distributed by way of dividend. | |
|  |  |
| Link to strategy  People, Customer, Technology, Performance |  |
| à Read more on pages  41 to 45 |  |

![page36_PNG_background.png]()

![7696581395394]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Key  ò Financial metricò Strategic metricò ESG metric |  |
|  |  |  |

Non-financial

|  |  |
| --- | --- |
|  |  |
|  |  |
| R&D investment as a percentage of revenues1 % | ò |
|  |  |
|  | |
| 2024 performance  Research & development costs for continuing operations of  £46.5m (2023: £46.4m) were in line with the prior year and  equated to 1.9% of revenues. We continue to focus our R&D  investment on technologies that accelerate sustainable  mining. | |
|  |  |
| Link to strategy  Technology |  |
| à Read more on pages 26 to 27 |  |

![19241453486372]()

|  |  |
| --- | --- |
|  |  |
|  |  |
| Inclusion, diversity and equity: Female representation % | ò |
|  |  |
|  | |
| 2024 performance  Female representation was unchanged at 19% of employees  (2023: 19%). While female representation increased in our  more senior job bands 3-5, representation in our job bands  1-2 remained unchanged. | |
|  |  |
| Link to strategy  People |  |
| à Read more on pages 32 to 33 |  |

![19241453486390]()

|  |  |
| --- | --- |
|  |  |
|  |  |
| Safety1,4,5 (total incident rate6) | ò |
|  |  |
|  | |
| 2024 performance  Our total incident rate (TIR) of 0.42 (2023: 0.42) is  disappointing relative to our ambition of zero harm. We have  taken action to reinvigorate our safety approach to drive  improvement in performance. | |
|  |  |
| Link to strategy  People |  |
| à Read more on pages 32 to 33 |  |
|  |  |

![19241453486411]()

|  |  |
| --- | --- |
|  |  |
|  |  |
| Greenhouse gas emissions: Scope 1&2 CO2e tonnes CO2e1,4,7 | ò |
|  |  |
|  | |
| 2024 performance  Scope 1&2 CO2e emissions in 2024 were 133,488 tCO2e, a  cumulative reduction of 27% since 2019, driven by many  projects at our sites across the world. We are targeting a  reduction of 30% in absolute scope 1&2 market-based CO2e  by 2030, from a 2019 baseline. This target has been  approved by the Science Based Targets initiative (SBTi). | |
|  |  |
| Link to strategy  Technology and Performance |  |
| à Read more  on pages 26 to 27, 29 to 30 and page 47 |  |
|  |  |

![4398046511456]()

|  |  |
| --- | --- |
|  |  |
|  |  |
| Employee engagement (eNPS1,4,8) | ò |
|  |  |
|  | |
| 2024 performance  Levels of engagement remained high and our employee net  promoter score of 47 keeps us in the top 25% against  manufacturing sector benchmarks. Participation levels in our  regular all-employee engagement survey remained  excellent at 88%. | |
|  |  |
| Link to strategy  People |  |
| à Read more  on pages 32 to 33 |  |
|  |  |

![4398046511474]()

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 37 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Operating review: Minerals Division

#### Our Minerals Division is a

#### global leader

#### in engineering, manufacturing a

nd

s

#### ervicing the processing technology

#### used in abrasive, high-wear mining

applications. Its

#### differentiated

#### technology

#### is also used in infrastructure

#### and general in

#### dustrial mar

#### kets.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
| Divisional orders by end market % | | | |
|  | ¢ | Mining | 80% |
|  | ¢ | Industrial | 15% |
|  | ¢ | Naval and marine | 2% |
|  | ¢ | Infrastructure | 2% |
|  | ¢ | Power generation | 1% |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |

![17592186044597]()

![13]()

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
| Revenue by original equipment/aftermarket % | | | |
|  | ¢ | Aftermarket (AM) | 75% |
|  | ¢ | Original equipment (OE) | 25% |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |

![17592186044615]()

![3298534884156]()

1. 2023 restated at 2024 average exchange rates.

2. Profit figures before adjusting items (note 2 of the Group Financial Statements).

|  |
| --- |
|  |
|  |
| 2024 Divisional revenue  £1,818m  -2%1 |
|  |
| 2024 Divisional adjusted operating profit  £383m  +9%1,2 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
| Divisional orders by geography % | | | |
|  | ¢ | South America | 24% |
|  | ¢ | North America | 23% |
|  | ¢ | Australasia | 19% |
|  | ¢ | Africa | 13% |
|  | ¢ | Asia Pacific | 12% |
|  | ¢ | Europe | 5% |
|  | ¢ | Middle East | 4% |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
| Number of facilities | | | |
|  | ¢ | Europe | 28 |
|  | ¢ | Africa | 27 |
|  | ¢ | Asia Pacific | 21 |
|  | ¢ | Australasia | 21 |
|  | ¢ | South America | 15 |
|  | ¢ | North America | 13 |
|  | ¢ | Middle East | 1 |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |

2024 strategic review

We delivered a year of good strategic progress, including the

award of two large orders featuring our redefined mill circuit

technologies, launching our new digital brand and delivering

margin progression supported by Performance Excellence

workstreams. Progress across all four pillars of the We are

Weir strategic framework is outlined below.

People

On safety, TIR for Minerals was 0.34 (2023: 0.34 ). We are

continuing to implement the lessons learned as a result of

the fatal incident suffered by one of our colleagues in the

year and are strengthening our commitment to achieve zero

harm.

Customer

We are generating high levels of customer interest with our

portfolio of sustainable solutions across comminution,

separation and tailings. Market acceptance of our redefined

mill circuit continues to grow, offering customers reduced

CO2 output, energy demand and operational costs. In 2024,

OE orders for comminution doubled year-on-year. Our

market-leading WARMAN® slurry pump and CAVEX®

hydrocyclone separation technologies were selected by OCP

Group for their greenfield phosphate projects in Morocco, a

£25m order.

While investing in new growth opportunities, we continue to

gain market share in large mill circuit pumps, converting over

90% of our competitive field trials in the year. In 2024, we were

selected to provide the largest mill circuit pump in North

America to the Highland Valley Copper project in Canada,

highlighting our dedication to innovation and quality.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 38 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Operating review: Minerals Division

### continued

Technology

![page38_PNG_background.png]()

In September, we launched our new digital brand NEXT

intelligent solutions, integrating our existing digital offerings

such as Synertrex® and SentianAI to offer customers an

integrated platform to help their operations run safer and

more efficiently. We now have over 100 sites utilising our

digital platform.

We invested in development of our redefined mill circuit

products, taking lessons from the Iron Bridge project to

extend our strong position in large format HPGRs. In addition,

we launched our new ENDURON® Elite screen at MINExpo in

September, which is one of the largest screens in the market

for hard rock mining, delivering efficiency and energy savings.

Performance

The Division continues to progress key capacity optimisation

workstreams, aligning the operational footprint to be closer

to customers, and programmes delivering savings across the

supply chain.

Within the Performance Excellence programme, the Division

has rolled out its bespoke approach to lean manufacturing,

Weir Integrating Network System (WINS), across several of our

operational sites which has resulted in a significant reduction

in the cost of poor quality, while also improving inventory

turns.

On sustainability, in our continued drive to reduce our

environmental footprint, the Division met its target emissions

savings in the year and launched an internal ESG dashboard

for several key product lines, which will allow improved ESG

data monitoring and reporting across the Division's

operations.

2024 financial review

Orders increased by 3% on a constant currency basis at

£1,860m (2023: £1,804m), with book-to-bill at 1.02 reflecting

installed base expansion and strength in mining markets. OE

orders decreased 3% year-on-year, driven by the phasing of

large orders and market conditions in certain commodity

markets such as nickel and lithium. We received two large

orders for the Reko Diq and OCP projects with £42m and

£25m recognised in the year, respectively. AM orders

increased 5% year-on-year, reflecting installed base

expansion, growth in comminution and a minor contribution

from price. As expected, H2 included the remaining value of

the multi-period order historically recognised fully in H1.

Excluding the impact of this order, AM grew 5% sequentially in

H2. For the full year, AM orders represented 74% of total

orders (2023: 73%),  and mining end-markets accounted for

80% of total orders (2023: 84%).

Revenue decreased 2%  on a constant currency basis to

£1,818m ( 2023: £1,848m), reflecting the expected reduction

in revenue from customers in the Canadian oil sands, the

absence of revenue from Russia, and OE order book phasing.

Despite these headwinds, AM revenues grew by 3%, reflecting

a strong performance in both South America and Australasia

benefiting from growth in hard rock mining volumes and

contribution from price realisation. Full year revenue mix

moved towards aftermarket, which accounted for 75% of

revenue, up from 71% in the prior year.

Adjusted operating profit increased 9% on a constant

currency basis to £383 m (2023: £353m) as the Division

benefited from incremental Performance Excellence savings

and strong operational execution.

Adjusted operating margin on a constant currency basis was

21.1% (2023: 19.1%). The year-on-year improvement of

200bps reflects strong business execution, incremental

savings from Performance Excellence, and the benefit from

revenue mix shifting towards aftermarket.

Adjusted operating cash flow increased by 9% to £455m

(2023: £418 m) reflecting growth in operating profit and a

decrease in the working capital outflow to £4m (2023: £26m).

Working capital movements include an increase in creditors

reflecting phasing of purchases offset by an increase in

inventory and debtors impacted by order book phasing.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | |  |
|  |  |  |  |
|  | North America's largest pump | |  |
|  | In November, we were selected to supply our  WARMAN® MCR® 760 pump to Teck’s Highland Valley  Copper Mine Life Extension project in Canada,  together with our CAVEX® hydrocyclones. Once  installed this will be the largest mill circuit pump in  North America. With declining ore grades and  increased demand, miners are looking for solutions to  maximise their throughput and our pumps play a  pivotal role in ensuring they continue to meet their  production targets. | |  |
|  |  |  |  |
|  |  |  |  |
|  |  | Read more about this contract win and how  we design and engineer at scale: global.weir/  largest-pump-north-america |  |
|  |  | |  |

![QR Code fpr Page 38.png]()

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 39 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Operating review: ESCO Division

#### Our ESCO Division is a

#### global leader

 in

![]()

1. 2023 restated at 2024  average exchange rates.

2. Profit figures before adjusting items (note 2  of the Group Financial Statements).

the provision of ground engaging tools

(GET) for large mining machines. Its

highly engineered technology

improves productivity through extended

wear life, increased safety and reduced

energy consumption.

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| Divisional orders by end market % | | | |
|  | ¢ | Mining | 70% |
|  | ¢ | Infrastructure | 26% |
|  | ¢ | Industrial | 4% |
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![4398046511265]()

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| Revenue by original equipment/aftermarket % | | | |
|  | ¢ | Aftermarket (AM) | 91% |
|  | ¢ | Original equipment (OE) | 9% |
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| 2024 Divisional revenue  £688m  +1%1 |
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| 2024 Divisional adjusted operating profit  £129m  +9%1,2 |

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| Divisional orders by geography % | | | |
|  | ¢ | North America | 55% |
|  | ¢ | South America | 14% |
|  | ¢ | Australasia | 10% |
|  | ¢ | Africa | 9% |
|  | ¢ | Europe | 5% |
|  | ¢ | Asia Pacific | 4% |
|  | ¢ | Middle East | 3% |
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![4398046511328]()

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| Number of facilities | | | |
|  | ¢ | North America | 23 |
|  | ¢ | South America | 9 |
|  | ¢ | Australasia | 8 |
|  | ¢ | Africa | 6 |
|  | ¢ | Asia Pacific | 4 |
|  | ¢ | Europe | 4 |
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![4398046511294]()

2024 strategic review

We made strong strategic progress in the year, further

improving safety performance, launching our next generation

lip and GET system Nexsys™ and opening our new foundry in

Xuzhou. Progress across all four pillars of the We are Weir

strategic framework is outlined below.

People

Safety performance in ESCO was a highlight, with a reduction

in TIR to  0.74 (2023: 0.81). This reflects strong focus across the

Division and is an important step forward on our journey to

delivering our ambition of zero harm.

Customer

Throughout the year, the Division grew market share in our

core GET markets, winning net 118 major digger conversions,

as our best-in-class wear life and total cost of ownership

model continues to add value to our customers' operations.

We also grew orders in the Middle East and Africa, reflecting

the momentum in these regions for our market-leading

product offerings.

We gained further traction with our MOTION METRICSTM digital

solutions, growing our installed base and rolling out our

subscription-based offering to customers.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 40 |
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## Operating review: ESCO Division

### continued

Technology

![page40_PNG_background.png]()

The commercial launch of our next generation GET

technology Nexsys™ was a major highlight in 2024 and we

secured several orders in Q4. The technological benefits of

improved wear life and reduced adapter change time follow

thousands of hours of field trials, with the step change in

technology resonating with customers.

We also launched our latest MOTION METRICSTM

ShovelMetrics™ payload monitoring solution, which provides

optimised truck loading and improved haulage efficiency for

customers.

In addition, we received the first order for our next generation

hydraulic excavator bucket following extensive field trials. Its

lightweight design and high performance improves payload

performance and dig efficiency for customers, combined

with reduced energy usage and emissions, and it is an

important element of the Division's sustainability offerings.

Performance

The Division made strong strides in optimising the

performance in its foundry network. The new Xuzhou foundry

opened in the year ahead of schedule, with production

continuing to ramp up and is increasing the Division’s low

cost manufacturing capacity.

Progress in improving the efficiencies in our North American

foundries continued in the year with improvements in both

operational and quality metrics being ahead of plan.

The Division also launched its proprietary continuous

improvement programme, APEX, in the year, setting core

principles to drive improvements in safety, quality and

efficiencies supporting several of our Performance Excellence

workstreams.

2024 financial review

Orders decreased  1%  on a constant currency basis to £663m

(2023: £671 m), with book-to-bill at 0.96 . This reflects strong

demand for our core GET products and dredging solutions

offset by normalised demand from the Canadian oil sands

and a reduction in mining attachment orders. Aftermarket

continues to be the largest part of ESCO accounting for 92%

of total orders in the year (2023:  91%). In total, mining end-

markets accounted for 70% of orders (2023: 72%) and

infrastructure accounted for 26% (2023: 25%).

Revenue on a constant currency basis increased by 1% to

£688m (2023: £680m) driven by growth in mining GET and

dredge solutions within the Middle East and Asia Pacific.

Additionally, growth in mining attachment revenues drove an

increase of 9% in original equipment revenue.

Adjusted operating profit increased by 9% to £ 129m

(2023: £118m) on a constant currency basis, as the Division

benefited from Performance Excellence savings and

operational efficiencies.

Adjusted operating margin on a constant currency basis was

18.8% (2023: 17.4%), with the year-on-year improvement of

140bps reflecting incremental Performance Excellence

savings and operational efficiencies, despite a headwind

from increased R&D spend.

Adjusted operating cash flow increased by 15%  to £157m

(2023: £137m) reflecting growth in operating profit and a

working capital inflow of £3m (2023: outflow of £4m). Working

capital movements include a reduction in inventory and

increase in payables offset by an increase in receivables.

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|  | Boosting performance with digital | |  |
|  | We are integrating digital technology and services to  boost performance for our customers. Equipment  downtime is one of the costliest problems they face  and our latest generation MOTION METRICSTM  ShovelMetrics™ payload monitoring solution can alert  operators quickly to issues that could cause a blockage  in the crusher further downstream. Additionally, the  system continuously monitors shovel tooth wear so  that unscheduled maintenance can be avoided,  thereby reducing further downtime. | |  |
|  |  |  |  |
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|  |  | Learn more about how we are boosting  productivity and sustainability with our digital  technology and solutions at:  global.weir/services/digital-services/ |  |
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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 41 |
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## Financial review

We

#### delivered

#### growth in operating profit

and

#### margin



#### expansion

#### , supported by

#### Performance Excellence.

#### Strong cash

#### generation

 reduced leverage to 0.7

#### times, increasing our

#### balance sheet

#### strength

.

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| Revenue1  £2,506m  -1%2 |
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![4398046511154]()

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| Adjusted operating profit1,3  £472m  +9% 2 |
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![4398046511226]()

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| Adjusted operating margin1,3  18.8%  +170bps2 |
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![4398046511250]()

1. Continuing operations.

2. 2023 restated at 2024 average exchange rates.

3. Profit figures before adjusting items (note 2 of the Group Financial Statements).

4. Calculation is on a lender covenant basis with net debt at average exchange

rates.

Overview

Strong execution through 2024 in our Performance Excellence

programme and movement in Minerals revenue mix towards

aftermarket (AM) saw the Group deliver year-on-year growth

in operating profit and significantly expand our operating

margins. This has been achieved against the backdrop of

lower revenue due to phasing of large original equipment

(OE) shipments. A positive cash generation performance,

exceeding our free operating cash conversion target, has

resulted in leverage reducing to 0.7  times. Our balance sheet

remains strong with significant liquidity to support our future

growth ambitions.

Our business model of vertically integrated operations and

market-leading positions and brands ensures that we

continue to deliver for our customers, while growing margins

through operational efficiency, the continued realisation of

benefits from our Performance Excellence programme and

sufficient price increases to protect gross margins from

inflationary effects.

We enter 2025 with a growing pipeline of project bids, a

strong order book and positive production trends in our

mining markets. Combined with our focus on delivering the

benefits from our Performance Excellence programme, and

achieving our increased target savings, we are well placed to

exceed our adjusted operating margin target of 20% in 2026

and to continue to deliver our cash conversion target of

between 90% and 100%.

Financial highlights

Continuing operations orders increased 2% on a constant

currency basis, reflecting continued strength in demand for

our solutions. Demand for AM increased 4%, with growth in

hard rock mining and a contribution from pricing. Towards

the end of the year, we saw strengthening in AM orders with

Q4 up 10% year-on-year and 11% sequentially. In OE, we saw

an overall 4% contraction in orders. Demand for OE was

driven by greenfield capital expenditure with momentum

building during the second half of the year, while activity in

smaller brownfield and debottlenecking projects at existing

mines remain stable.

Continuing operations revenue decreased 1% on a constant

currency basis, reflecting phasing of large OE shipments

partially offset by AM revenues, which increased 2% on a

constant currency basis. On a reported basis, revenues

decreased 5%, impacted by a foreign exchange translation

headwind of £108m. Overall book-to-bill was 1.01.

Adjusted operating profit from continuing operations

increased by £13m (3%) to £472m on a reported basis

(2023: £459m). Excluding a £26m foreign currency translation

headwind, the constant currency increase was £39m (9%).

Continuing operations adjusted profit before tax of £428m

was an increase of £17m from £411m in the prior year, after

a foreign currency translation headwind of £25m. Adjusted

operating margin of 18.8% is 140bps ahead of 2023 on an as

reported basis and 170bps on a constant currency basis.

Continuing operations adjusting items decreased by £9m to

£81m (2023: £90m) with the current year mainly driven by

costs associated with our Performance Excellence

programme and the impairment of the Trio brand name

following a decision to rebrand certain products within the

Minerals Division.

Statutory profit for the year after tax from total operations of

£313m (2023: £229m) includes an exceptional tax credit of

£87m, of which £69m relates to the recognition of a deferred

tax asset for net operating losses in the US, which arose on

the disposal of Seaboard International LLC as part of the

Group's divestiture of its Oil & Gas Division in 2021.

Adjusted operating cash flow increased by £65m to £591m in

the year, and reflects an increase in profitability together with

an improvement in working capital cash flows, with

underlying working capital performance measured by

working capital as a percentage of sales reducing to 20.7%

(2023: 21.3%). Free operating cash conversion of 102% (2023:

85% ) exceeded our external target of between 90% and 100%.

A free cash inflow of £328m primarily funded dividends

and exceptional cash flows, leaving a net cash inflow of

£194m. Unfavourable foreign exchange translation of £24m

coupled with increased lease liabilities of £14m primarily

resulted in net debt decreasing by £155m to £535m. Net

debt to EBITDA on a lender covenant basis was 0.7 times4

(2023: 1.1 times) compared to a lender covenant level of

3.5 times (2023: 3.5 times).

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 42 |
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## Financial review

### continued

Results summary

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| Continuing operations1 | 2024 | 2023 | As reported  +/- | Constant  currency 2  +/- |
| Orders2 | £2,523m | £2,475m | n/a | +2% |
| Revenue | £2,506m | £2,636m | -5% | -1% |
| Adjusted operating profit3 | £472m | £459m | +3% | +9% |
| Adjusted operating margin3 | 18.8% | 17.4% | +140bps | +170bps |
| Statutory operating profit | £391m | £368m | +6% | n/a |
| Net finance costs | £44m | £48m | -8% | n/a |
| Adjusted profit before tax3 | £428m | £411m | +4% | n/a |
| Statutory profit before tax | £347m | £321m | +8% | n/a |
| Adjusted effective tax rate3 | 27.7% | 27.0% | +70bps | n/a |
| Adjusted earnings per share3 | 120.0p | 115.9p | +4% | n/a |
| Total Group |  |  |  |  |
| Statutory profit after tax | £313m | £229m | +37% | n/a |
| Statutory earnings per share | 121.1p | 88.2p | +37% | n/a |
| Adjusted operating cash flow3 | £591m | £526m | +12% | n/a |
| Free operating cash conversion | 102% | 85% | +17pp | n/a |
| Dividend per share | 40.0p | 38.6p | +4% | n/a |
| Net debt | £535m | £690m | +£155m | n/a |

The Financial review includes a mixture of GAAP measures and those which have been derived from our reported results in order to provide a useful basis for measuring

our operational performance. Adjusted results are for continuing operations before adjusting items as presented in the Consolidated Income Statement. Details of

alternative performance measures are provided in note 3 of the Group Financial Statements.

1. Continuing operations.

2. 2023 restated at 2024 average exchange rates.

3. Profit figures before adjusting items. Total operations adjusted operating cash flow excludes additional pension contributions, exceptional and other adjusting cash

items and income tax paid. Total operations net cash generated from operating activities was £450m (2023: £394m).

4. Calculation is on a lender covenant basis with net debt at average exchange rates.

Continuing operations orders

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| Orders |
| £2.5bn |
| +2%2 |

Orders at £2,523m on a constant currency basis were up 2%

on the prior year. Original equipment orders were £532m and

aftermarket orders were £1,991m.

Minerals orders increased  3% year-on-year on a constant

currency basis to £1,860m (2023: £1,804m), with a book-to-

bill of 1.02, reflecting installed base expansion and strength in

mining markets. Demand was strong in most regions, with

growth seen particularly in Africa and the Middle East, where

we continue to grow market share in our core Minerals

separation business. Across commodities, growth was seen

across future facing minerals such as copper and phosphate,

driven by large OE orders received for the Reko Diq and OCP

projects in Pakistan and Morocco respectively. OE orders fell

by 3% driven by the phasing of large orders and market

conditions in certain commodity markets such as nickel and

lithium. AM orders grew 5% year-on-year, reflecting installed

base expansion, growth in comminution and a minor

contribution from price. AM orders represented 74% of total

orders (2023: 73%), and mining end-markets accounted for

74% of total orders (2023: 78%).

ESCO orders decreased 1% on a constant currency basis to

£663m (2023: £671m) with strong demand for our core GET

products and dredging solutions offset by normalised

demand from the Canadian oil sands and a reduction in

mining attachment orders. AM continues to be the largest

part of ESCO, accounting for 92% of total orders in the year

(2023: 91%). The Division’s book-to-bill for the year was 0.96.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 43 |
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## Financial review

### continued

Continuing operations revenue

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| Revenue |
| £2.5bn |
| -1%2 |

Revenue of £2,506m decreased 1% on a constant currency

basis. Aftermarket accounted for 80% of revenues, up from

77% in the prior year. Reported revenues decreased 5% (2023:

£2,636m), impacted by a foreign exchange translation

headwind of £108m.

Minerals revenue decreased 2% on a constant currency basis

to £1,818m (2023: £1,848m), reflecting a reduction in revenue

from customers in the Canadian oil sands, the absence of

revenue from Russia, and OE order book phasing. Despite

these headwinds, aftermarket revenues grew by 3%,

reflecting a strong performance in both South America and

Australasia benefiting from growth in hard rock mining

volumes and contribution from price realisation. Full year

revenue mix moved towards aftermarket, which accounted

for 75% of revenue, up from 71% in the prior year.

ESCO revenue increased 1% on a constant currency basis to

£688m (2023: £680m) driven by growth in mining GET and

dredge solutions within the Middle East and Asia Pacific.

Growth in mining attachment revenues drove an increase of

9% in original equipment revenue.

Continuing operations profit

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| Adjusted operating profit |
| £472m |
| +9%2 |

Continuing operations adjusted operating profit increased by

£39m, 9%, on a constant currency basis or by £13m, 3%, on an

as reported basis to £472m.

Minerals adjusted operating profit increased £30m on a

constant currency basis to £383m (2023: £353m) as the

Division benefited from incremental Performance Excellence

savings and strong operational execution. Adjusted operating

margin on a constant currency basis was 21.1% (2023: 19.1%),

with the 200bps increase driven by factors above as well as

the benefit from revenue mix shifting towards aftermarket.

ESCO adjusted operating profit increased by £11m on a

constant currency basis to £129m (2023: £118m), as the

Division benefited from Performance Excellence savings and

operational efficiencies.

Adjusted operating margin of 18.8% was up 170bps on a

constant currency basis (2023: 17.1%), reflecting the

incremental benefits of Performance Excellence, as well as

Minerals revenue mix moving towards aftermarket.

Unallocated costs at £40m have increased by £2m on a

constant currency basis (2023: £38m).

Statutory operating profit for the year of £391m was £23m

favourable to the prior year due to the increase in reported

adjusted operating profit of £13m as well as a reduction in

adjusting items.

Continuing operations adjusting items

recognised in arriving at operating profit

Continuing operations adjusting items decreased by £9m to

£81m (2023: £90m). Intangibles amortisation decreased to

£21m (2023: £25m). Exceptional items increased by £33m to

£55 m (2023: £22m). Within exceptional items, costs of £36m

(2023: £29m) were recognised relating to initiatives across all

three pillars of our Performance Excellence programme - lean

processes, capacity optimisation and functional

transformation. Exceptional items in the year also included

the £19m impairment of our Trio brand name following a

decision to rebrand certain products within the Minerals

Division and smaller amounts relating to legacy legal claims

and integration costs, offset by the reversal of previously

impaired receivables balances resulting from the Russia

operations wind down (of which £8m was reversed in the

prior year). Other adjusting items of £6m (2023: £43m) are

primarily related to movements in the legacy US asbestos-

related provision and associated insurance asset. The prior

year reflected adjustments to the provision based on the

triennial actuarial review undertaken in 2023.

Continuing operations net finance costs

Net finance costs were £44m (2023: £48m) with a decrease in

finance costs of £1m after a foreign currency translation

tailwind of £1m on US$ denominated debt. The decrease in

net costs was largely due to higher finance income, driven by

higher interest rates on increased cash balances in the year.

Net finance costs (excluding retirement benefit-related

costs) were covered 12.7 times by adjusted operating profit

from continuing operations on a lender covenant basis

(2023: 10.6 times), compared to a covenant level of 3.5 times.

Continuing operations adjusted profit before tax

Adjusted profit before tax from continuing operations was

£428m (2023: £411m), after a foreign currency translation

headwind of £25m. The statutory profit before tax from

continuing operations of £347m compares to £321m in 2023

with the increase primarily due to higher adjusted operating

profit and a decrease in adjusting items.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 44 |
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## Financial review

### continued

Continuing operations adjusted tax charge

The adjusted tax charge for the year of £119m (2023: £111m)

on adjusted profit before tax from continuing operations of

£428m (2023: £411m) represents an adjusted effective tax

rate (ETR) of 27.7% (2023: 27.0%). Our ETR is principally driven

by the geographical mix of profits arising in our business and,

to a lesser extent, the impact of Group financing and transfer

pricing arrangements.

In terms of cash tax, the total Group paid income tax of

£111m in 2024 across all of its jurisdictions compared to

£104m in 2023. The increase is a combination of increased

profitability across the Group combined with an increase in

withholding taxes suffered on cash repatriation to the UK.

Continuing operations adjusting items tax credit

A tax credit of £87m (2023: £20m) has been recognised in

relation to continuing operations adjusting items and

includes an exceptional tax credit of £69m in relation to the

recognition of a deferred tax asset for net operating losses in

the US, which arose on the disposal of Seaboard International

LLC as part of the Group's divestiture of its Oil & Gas Division

in 2021.

Continuing operations profit after tax

The continuing operations profit after tax before adjusting

items is £310m (2023: £300m). The statutory profit after

tax for the year from continuing operations is £315m (2023:

£230m).

Discontinued operations statutory loss after tax

The statutory loss after tax for the year from discontinued

operations of £3m (2023: £1m) related to the finalisation of

certain tax indemnities under the sale and purchase

agreement for the Oil & Gas Division, which was disposed of

in 2021.

Statutory profit after tax

The statutory profit for the year after tax from total operations

is £313m (2023: £229m), with the increase primarily driven by

the exceptional tax credit of £87m mentioned above.

Cash flow and net debt

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| --- |
|  |
|  |
|  |
| Adjusted operating cash flow3 |
| £591m |
| +12% |
|  |

Adjusted operating cash flow increased by £65m to £591m

(2023: £526m) primarily driven by the increase in adjusted

operating profit, coupled with an improvement in working

capital of £36m (2024: inflow of £8m vs 2023: outflow of

£28m). The net working capital inflow reflects an

improvement in payables, including an increase in advance

payments of £29m, and inventory, partially offset by higher

receivables. Working capital as a percentage of sales

reduced to 20.7% (2023: 21.3%). Non-recourse invoice

discounting facilities, primarily customers supply chain

financing facilities, of £35m (2023: £33m) were utilised and

suppliers chose to utilise supply chain financing facilities of

£34m (2023: £32m). Higher cash outflows from exceptional

and other adjusting items and income tax paid, partially

offset by lower additional pension contributions, resulted in

net cash generated from operating activities of £450m (2023:

£394m).

Capital expenditure

Net capital expenditure decreased by £14m to £69m (2023:

£83m) primarily as a result of completing construction of our

new ESCO foundry in China in early 2024.

Lease payments decreased by £6m to £25m (2023: £31m)

driven by lease incentive income received in the year.

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| --- |
|  |
|  |
|  |
| Free operating cash flow |
| £484m |
|  |

Free operating cash flow increased by £92m to £484m (2023:

£392m) resulting in free operating cash conversion of 102%

(2023: 85%) (refer to note 3 of the Group Financial

Statements). This exceeded our 2024 target of between 90%

and 100% and reflected the previously noted improvement in

cash generation, reduced capital expenditure and lower

purchases of shares for employees. We continue to target

free operating cash conversion for 2025 of between 90% and

100%.

Free cash flow (refer to note 3 of the Group Financial

Statements) from total operations was an inflow of £328m

(2023: £238m). In addition to the movements noted above,

this was primarily impacted by an increase in tax payments of

£7m and higher net finance costs of £3m, partially offset by a

reduction in additional pension contributions of £9m

primarily due to the strength of the funding position of the UK

Main Plan.

|  |
| --- |
|  |
|  |
|  |
| Net debt |
| £535m |
|  |

Net debt decreased by £155m to £535m (2023: £690m) and

includes £127m (2023: £117m) in respect of IFRS 16 'Leases'.

The movement primarily reflects free cash inflow of £328m,

offset by dividends of £100m, exceptional cash flows of

£31m, an increase in lease liabilities of £14m and

unfavourable foreign exchange on translation of £24m. Net

debt to EBITDA on a lender covenant basis reduced to 0.7

times4 (2023: 1.1 times) compared to a covenant level of 3.5

times.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 45 |
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## Financial review

### continued

As a result of strong cash generation in 2023, the Group

reduced its multi-currency revolving credit facility (RCF) by

US$200m to US$600m in February 2024. In March 2024, the

Group exercised the option to extend its RCF by one year,

which will now mature in April 2029. This extended the

average tenor of the Group's debt financing and, coupled

with a further year of strong cash generation, there remains

in place more than £1bn of immediately available liquidity.

Pensions

The Group has a mixture of defined benefit pension plans

and other employee compensation or medical plans in both

the UK and North America.

The total movement in surplus across all the Group's

schemes was an increase of £7m (2023: decrease of £13m),

comprising a £3m surplus increase in the UK Main Scheme

and a £4m deficit reduction in all other schemes. The key

drivers of the £7m increase were Company contributions

totalling c.£3m (2023: £13m) plus net actuarial gains of c.£5m

(2023: net actuarial losses of £28m), offset by pension

expenses of c.£1m (2023: £nil).

For 2024, the net actuarial gain was driven by a number of

factors including movements in market conditions and

experience and demographic assumption updates from the

latest triennial valuation of the UK Main Scheme. The net

actuarial gain in the year resulted in a credit of £5m (2023:

charge of £28m) being recognised in the Consolidated

Statement of Comprehensive Income.

Insurance policy assets held for the UK scheme cover c.60%

(2023: 60%) of the UK's total funded obligation, reducing the

Group's exposure to actuarial movements. The latest actuarial

funding valuation of the UK Main Plan was completed in 2024.

As the valuation reported a funding surplus, no recovery plan

was required and therefore no future deficit reduction

contributions are currently payable. In addition, the strength

of the funding position of the ESCO defined benefit plans

resulted in the Group making no additional pension cash

contributions in 2024 (2023: £9m).

Asbestos-related provision

A US-based subsidiary of the Group is co-defendant in

lawsuits pending in the United States in which plaintiffs are

claiming damages arising from alleged exposure to products

previously manufactured which contained asbestos. At the

end of 2024, there were 2,053 outstanding asbestos-related

claims in the US (2023: 1,788).

The US subsidiary has recognised a US asbestos-related

provision of £70m (2023: £76m), which reflects the mean

value of expected future settlements and defence costs

based on the triennial actuarial review, which was completed

in December 2023. Insurance cover exists for claims with a

pre-1981 date of first exposure and, as a result, a

corresponding insurance asset of £4m (2023: £15m) is

recognised. The net result is a £66m liability (2023: £61m).

A charge of £6m (2023: £43m) has been recognised as an

other adjusting item in the year (see note 6 of the Group

Financial Statements).

Based on the profile of the claims in the actuarial model,

external advisers expect the insurance cover and associated

limits currently in place related to claims with an exposure

date pre-1981 to exhaust during the first half of 2025.

Following the exhaustion of the insurance asset, the US

subsidiary will be required to fund future settlements and

defence costs of c.£7m per annum from mid 2025.

Full details of the provision, plus the related insurance

receivable, are provided in note 22 to the Group Financial

Statements.

Key accounting and policy judgements

The key accounting and policy judgements are contained

within note 2 to the Group Financial Statements on page 168.

Earnings per share

|  |
| --- |
|  |
|  |
|  |
| Adjusted earnings per share from continuing operations |
| 120.0p |
| +4% |
|  |

Adjusted earnings per share from continuing operations

increased by 4% to 120.0p (2023: 115.9p) reflecting the

increased adjusted profit in the year. Statutory reported

earnings per share from total operations is 121.1p (2023:

88.2p), with the increase driven by improved operating profit

and the adjusting item deferred tax credit. The weighted

average number of shares in issue was 257.8m (2023:

258.4m).

Dividend

|  |
| --- |
|  |
|  |
|  |
| Full year dividend |
| 40.0p |
| +4% |
|  |

The Board is recommending a final dividend of 22.1p,

resulting in a total dividend of 40.0p for the year. If approved

at the Annual General Meeting on 24 April 2025, the final cash

dividend will be paid on 30 May 2025 to shareholders on the

register as at 22 April 2025.

|  |
| --- |
|  |
|  |
| Brian Puffer  Chief Financial Officer |
| 27 February 2025 |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 46 |
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## Sustainability introduction

![]()

Our collective efforts put sustainability at the very

heart of our strategy, leading by example to

deliver sustainable Weir and working in

partnership with customers to accelerate

sustainable mining.

Our evolved sustainability strategy has given us greater

clarity and new focus on what matters most: internally, our

people, operations and ways of working through deliver

sustainable Weir; and externally, on solving our customers’

biggest sustainability challenges through accelerate

sustainable mining.

à Read more about our sustainability strategy on page 22

Highlights in 2024

Sustainability is at the core of our We are Weir strategy. We

continued to make progress across all elements of the

strategy in 2024, with performance measured via priority KPIs.

– Our total incident rate (TIR) was unchanged at 0.42 with lost

time incidents flat year on year.

– Employee net promoter score (eNPS) of 47 is in the top

quartile of Peakon's manufacturing benchmark.

– Absolute scope 1&2 emissions are down 27% against our

2019 baseline, so we are well on track to achieve our 2030

SBTi target for a 30% reduction.

– In 2024 we increased overall avoided emissions by 171% to

442,894 tCO2e (2023: 163,564 tCO2e) including a

contribution from the addition of GEHO® pumps.

à Read more on our strategic progress on pages 23 to 34

Evolving our governance

We refreshed Board-level governance of the sustainability

strategy and our technology strategy by establishing the Safety,

Sustainability and Technology Committee in early 2024. During

the year, we further developed our ESG assurance roadmap,

with oversight from the Audit Committee, and expanded

assurance over our ESG-related KPIs to cover TIR and eNPS.

à Read more about our Safety, Sustainability and Technology

Committee on pages 97 to 98

à Read more about our sustainability data, systems and

assurance on page 57

Strategy and reporting

We continue to mature our sustainability strategy following our

double materiality review in 2023 and ensure this is embedded

in assurance and systems plans. Our focus is on the most

strategic areas, and in 2024 we reviewed high-priority topics

from our materiality matrix, identifying areas for further

improvement.

We also assessed future reporting requirements such as the

International Sustainability Standards (ISSB) and EU Corporate

Sustainability Reporting Directive (CSRD), as well as extending

our disclosure in areas such as CDP Water for the first time.

Although the reporting landscape continues to evolve, our

approach is designed to ensure we focus on the most

material impacts, risks and opportunities.

à Read more about our double materiality assessment

at <global.weir/sustainability/doublemateriality>

à Read more about our ESG strategy, goals and progress

on page 57

Planning our transition to a low carbon economy

Our approach to climate risk is a critical element of Weir’s

strategy. It will drive many opportunities in our markets as

mining scales up to meet the demands of the energy

transition and cleans up by adopting new technology to

reduce its energy, water and waste impact. We also need to

manage physical risks across our operations and value chain

and deliver sustained emissions reductions, as set out in our

SBTi-approved targets.

In 2024, we supported the recommendations of the UK

Transition Plan Taskforce by speaking at its launch event in

London during April. We also reviewed our emissions against

our 2030 SBTi targets. In scope 1&2, we are well on track to

deliver our target to reduce emissions by 30% versus a 2019

baseline. In scope 3, emissions have risen since 2019 and so

we have reviewed our scope 3 2030 forecast in 2024 to

assess risks vs our SBTi target (see page 52). As well as our

success in promoting more energy efficient technologies, we

depend on the rate of decarbonisation of electricity supply.

We aim to publish an update to our climate transition plan

during 2025.

à Read more about our climate transition plan in the

TCFD report on page 52

à Read more about our engagement on transition plans

at [global.weir/sustainability/TPT panel discussion](www.global.weir/sustainability/TPT panel discussion)

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 47 |
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## Sustainability

## review

## : Avoided emissions

Overview

Quantifying avoided emissions is a key strategic programme

for Weir and supports our ambition to accelerate sustainable

mining by helping us develop compelling customer value

propositions. Our assessments can inform how we can save

money, energy and CO2e emissions per tonne of ore

processed, helping our customers to differentiate solutions

and understand the benefits of their investments. The

solutions we have assessed are step-change offerings that

have significant potential to avoid CO2e emissions associated

with the mining of critical minerals needed for the transition

to a low carbon economy.

Reducing energy use and avoiding emissions

in comminution processes

In comminution – the process of crushing rock into tiny

particles to expose the entrapped mineral so it can be

extracted later in the mining process – our High Pressure

Grinding Rolls (HPGR) technology can deliver substantial

energy and CO2e benefits versus conventional technologies.

Last year, we reported the avoided emissions impact of

HPGR-based comminution circuits that became operational

in 2023; we have now built on this progress by quantifying

the impact from solutions that became operational

during 2024.

Reducing energy use and avoiding emissions

in tailings and dewatering applications

Weir’s GEHO® piston diaphragm pumps are a positive

displacement pumping solution which act as an efficient

option for transporting slurry (a mixture of solids and liquids),

particularly when there is a high solids content. For the first

time this year, we have quantified the avoided emissions

benefits of GEHO® pumps in tailings or mine-dewatering

projects that became operational during 2024, compared to

other less-efficient pumping technologies.

2025 target

Our 2025 target is to increase tonnes CO2e (tCO2e) avoided

using our solutions - see page 120 for more details.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Total emissions avoided (tCO2e) | | |  |
| Circuit type | 2024 | 20231 |  |
| HPGR-based  comminution circuits | 430,108 | 163,564 |  |
| GEHO® pumps | 12,786 | – |  |
| Total avoided emissions from  all qualifying solutions | 442,894 | 163,564 |  |

Avoided emissions calculation

We have calculated avoided emissions data for HPGR-based

comminution circuits that became operational in 2023 and

2024, and GEHO® pumps that became operational in 2024,

by comparing the impact of these solutions with the

expected performance of conventional technologies.

Annualised impacts include the yearly avoided emissions

of solutions that became operational in previous reporting

years that are still in use during the current reporting year.

For HPGR-based comminution circuits, we calculate circuit-

level savings by applying specific outcomes from our

previous archetypal study (see [global.weir/](https://www.global.weir/AE-study)[AE-study](https://www.global.weir/AE-study)) to the

key performance attributes of each installation, based on

calculated power consumption, design capacity, run time,

ore type and location-specific emissions factors. In selected

cases, a revised third-party methodology2, recognised by the

Global Mining Guidelines Group (GMG), has been applied to

better evaluate the specific energy consumption of the

comminution circuits being compared, leading to a modest

restatement of the 2023 baseline measure we reported

previously.

For GEHO® pumps, we calculate avoided emissions by

applying operational efficiency assumptions to the key

performance attributes of each installed pump, based on

the calculated power consumption that is required to

achieve the specified slurry flow rate and operating

discharge pressure, as well as run time and location-specific

emissions factors.

Methodology and notes

Calculation approach

Avoided emissions are calculated according to the World Business Council for

Sustainable Development (WBCSD) Guidance on Avoided Emissions, using a year-

on-year timeframe and attributional approach with a medium/company specific

specificity level. The use phase only is assessed for both the solution and the

reference scenario. Reference scenarios are defined on a case-by-case basis,

using the most likely alternative technology at each site, normally tumbling mill-

based circuits for comminution and centrifugal pumps for GEHO® applications.

Verification

The 2023 and 2024 assessments have been externally verified to a limited level of

assurance by SLR Consulting. A copy of the assurance statement can be found on

our website at [global.weir/2024/sustainability/SLR\_assurance](http://www.global.weir/2024_scope12_assurance). The assurance work

included a review of the avoided emissions data and supporting methodology for

completeness, accuracy and appropriateness. Previous verification has included

limited assurance of our archetypal study (see [global.weir/AE-study](https://www.global.weir/AE-study)) and a high-

level review of cradle-to-grave life cycle assessment data showing that

operational emissions represent the overwhelming majority (more than 99%) of

emissions across the system life cycle.

Acknowledgements and limitations

We comply with the three eligibility gates of the WBCSD guidance:

i) our SBTi targets and scope 1, 2 & 3 CO2e emissions are externally reported at

[global.weir/sustainability](https://www.global.weir/sustainability/)

ii) the solution aligns to the Intergovernmental Panel on Climate Change (IPCC)

mitigation options for energy efficiency; and material efficiency/demand

reduction; and to EU Taxonomy activities: installation, maintenance and repair of

energy efficiency equipment; and

iii) the solution has a direct and significant decarbonising effect.

Avoided emissions are reported separately from our greenhouse gas inventory

and we do not claim them as a contribution towards climate neutrality. We do not

report absolute life cycle CO2e emissions for the solution and reference scenarios

because differential assumptions may be used to calculate the avoided

emissions results. Potential negative side effects have been assessed and we are

confident that the solutions currently in-scope have no trade-offs elsewhere. Our

solutions often consume less water than the reference scenario and do not

generate more waste or pollution. We plan to complete a comprehensive

screening versus the ‘Do No Significant Harm’ (DNSH) criteria of the EU Taxonomy

to support these points. Application of our technologies is likely to be in situations

- greenfield mine sites, or brownfield expansions - where production is likely to

increase. However, global mineral production is driven by market demand, which

is not sensitive to the emissions profile of production. We therefore consider

rebound effects to be minimal. We do not report revenues for solutions where we

have quantified avoided emissions at present, for reasons of commercial

confidentiality. However, we have started to track revenues in line with the EU

Taxonomy and propose to report these in future, subject to the complexity around

accounting rules and our focus on quantifying impacts when our technologies

become operational, which may differ from the year of sale.

1. 2023 results are restated to reflect changes in the methodology and data

used for selected installations, resulting in more representative calculations

and claims.

2. GMG, 2021: The Morrell method to determine the efficiency of industrial

grinding circuits. See: [https://gmggroup.org/wp-content/uploads/2024/07/](https://gmggroup.org/wp-content/uploads/2024/07/GUIDELINE_The-Morrell-Method-to-Determine-the-Efficiency-of-Industrial-Grinding-Circuits_2021-1.pdf)

[GUIDELINE\_The-Morrell-Method-to-Determine-the-Efficiency-of-Industrial-](https://gmggroup.org/wp-content/uploads/2024/07/GUIDELINE_The-Morrell-Method-to-Determine-the-Efficiency-of-Industrial-Grinding-Circuits_2021-1.pdf)

[Grinding-Circuits\_2021-1.pdf](https://gmggroup.org/wp-content/uploads/2024/07/GUIDELINE_The-Morrell-Method-to-Determine-the-Efficiency-of-Industrial-Grinding-Circuits_2021-1.pdf).

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 48 |
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## Sustainability review: TCFD

#### We continue to embrace and embed TCFD reporting

We believe that companies should be transparent about how they plan to mitigate and be resilient in the face of climate change and enable a just transition. The disclosures set out in the

narrative on pages 49 to 54 are consistent with the four recommendations and 11 recommended disclosures set by the Task Force on Climate-related Financial Disclosures (TCFD). The table

below also provides references to where you can find more information on our climate-related actions throughout our Annual Report. In preparing our disclosure, we have taken into account

the 2021 TCFD Annex (where appropriate).

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Pillar/description | Recommendation | Reference points1 |  |
| Governance  Disclose the organisation’s  governance around climate-  related risks and  opportunities. | Describe the Board’s oversight of climate-related risks  and opportunities. | Governance section – page 49  Governance framework – page 80  Safety, Sustainability and Technology Committee  report - pages 97-98 | Compliance Scorecard – page 104  ESG measures (Audited) – pages 135-136 |
| Describe management’s role in assessing and  managing climate-related risks and opportunities. | Governance section – page 49  Governance framework – page 80 |  |
| Strategy  Disclose the actual and  potential impacts of climate-  related risks and opportunities  on the organisation’s  businesses, strategy and  financial planning where such  information is material. | Describe the climate-related risks and opportunities  the organisation has identified over the short, medium,  and long term. | Strategy section – pages 49-50  Risks and opportunities – pages 53-54  Risk management – page 61 |  |
| Describe the impact of climate-related risks and  opportunities on the organisation’s businesses, strategy,  and financial planning. | Strategy section – page 50  Transition Plan – page 52  Risks and opportunities – pages 53-54  Sustainability strategy - page 22 | Viability statement – pages 71-72  Financial Statements: Basis of preparation –  page 168 |
| Describe the resilience of the organisation’s strategy,  taking into consideration different climate-related  scenarios, including a 2°C or lower scenario. | Strategy section – page 50-51  Risks and opportunities – pages 53-54  Strategic progress: Technology - pages 26-27 | Board activities and principal decisions - page 82 |
| Risk management  Disclose how the organisation  identifies, assesses and  manages climate-related  risks. | Describe the organisation’s processes for identifying and  assessing climate-related risks. | Risk management section – page 51  Strategy section – page 50-51 | Risk management – page 61 |
| Describe the organisation’s processes for managing  climate-related risks. | Risk management section – page 51  Strategy section – page 49-50  Risks and opportunities – pages 53-54 | Risk management – page 61  Technology principal risk – page  64  Market principal risk – page 67 |
| Describe how processes for identifying, assessing  and managing climate-related risks are integrated into  the organisation’s overall risk management. | Risk management section – page 51  Risk management – page 61 | Risk management roles and responsibilities –  page 62  Climate principal risk – page 68 |
| Metrics and targets  Disclose the metrics and  targets used to assess and  manage relevant climate-  related risks and opportunities  where such information is  material. | Disclose the metrics used by the organisation to assess  climate-related risks and opportunities in line with its  strategy and risk management process. | Metrics and targets section – page 51-52  Strategic progress – pages 26-31  Key Performance Indicators – page  36 | Transition Plan – page 52  Risks and opportunities – pages  53-54  ESG measures (audited) – page 135-136 |
| Disclose scope 1, scope 2, and, if appropriate, scope 3  greenhouse gas (GHG) emissions, and the related risks. | Metrics and targets section – page 51-52  Avoided emissions - page 47 | Transition Plan – page 52  Scope 1, 2 and 3 GHG emissions – pages 55-56 |
| Describe the targets used by the organisation to manage  climate-related risks and opportunities and performance  against targets. | Metrics and targets section – page 51-52  Transition Plan – page  52  Strategic progress – pages 26-31 |  |

1. Bold = TCFD consistent disclosure; Standard = additional information.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 49 |
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## Sustainability review: TCFD

### continued

Governance

The climate-related governance structure for 2024 is

summarised below and aligns with the underlying Group

model on page 80.

Board

Weir Group’s purpose is to enable the sustainable and

efficient delivery of the natural resources essential to create

a better future for the world. The Board considers climate-

related issues when setting annual budgets and business

plans and overseeing major capital expenditure, acquisitions

and divestments.

Any changes to the Company’s purpose, strategy and values,

including in relation to the climate-related aspects of these

topics, are reserved for the Board for approval in accordance

with the matters reserved to the Board.

The Board is responsible for reviewing and guiding the risk

management process. Climate has been identified as a

principal risk for the Group with updates provided to the

Board three times a year.

Safety, Sustainability and Technology Committee

The Board has established a Safety, Sustainability and

Technology Committee with a role to provide strategic and

governance oversight to explore the future of the mining

industry and the implications of the Weir Group’s fully

integrated business model, which includes overseeing

climate-related matters. The Committee performs a

governance role in overseeing sustainability performance

against agreed sustainability and climate-related metrics

and targets and providing feedback to the Board or relevant

Board sub-committees, such as recommendations to the

Remuneration Committee on sustainability and climate-

related KPIs in bonus schemes. The Committee also conducts

an annual deep dive on the Weir's sustainability strategy and

climate-related targets and the Chair of the Committee

feeds back those discussions to the Board. The Committee is

supported by the Chief Strategy and Sustainability Officer

(CS&SO) and management representatives across the

Group, with responsibility to deliver and report against their

climate-related priorities. In addition, the Committee, where

appropriate, has sought external input to widen the

discussion on climate-related matters. More can be found on

pages 97 to 98.

The Audit Committee

In 2024 it was agreed that the Audit Committee would keep

under review the effectiveness of the internal controls and

systems for reporting non-financial data, and the related

assurance activity. This includes climate-related data, where

appropriate. The Audit Committee is informed about, and

considers, climate-related matters through its work to

oversee the impact of climate on the financial statements. Its

review of results of the scope 1&2 compliance scorecard

responses (presented by management) also enables the

Audit Committee to monitor and oversee progress against

goals and targets for addressing climate-related issues (see

page 104).

Remuneration Committee

The Remuneration Committee considers and agrees

scorecard metrics for safety and sustainability, including

climate-related matters, on an annual basis.

Nomination Committee

The Nomination Committee considers sustainability and

climate in its succession considerations. For example, the

experience of Andy Agg in ESG matters (including his

involvement in the 'Accounting for Sustainability Network'')

was considered in his appointment.

Group Executive

The Group Executive are responsible for reviewing the

sustainability strategy and progress against priorities,

including climate, annually in advance of the Group's

strategic planning cycle, to ensure integration with business

strategy. With the establishment of the Safety, Sustainability

and Technology Committee in 2024, the residual

Sustainability Excellence Committee accountabilities have

been subsumed into the Group Executive and any material

climate-related emergent topics will be presented to the

Group Executive for input and discussion as required. Annual

climate-related KPIs on the Group Balanced Scorecard (see

pages 135 to 136) are also defined annually and reviewed

quarterly by the Group Executive as part of the Group

Executive annual schedule, alongside the other ESG metrics

that collectively make up half of the balanced scorecard.

Chief Executive Officer (CEO)

The CEO reports directly to the Board and is responsible for

planning Group climate-related objectives and strategy for

Board approval, along with ensuring the effective delivery of

Group strategy.

Chief Strategy and Sustainability Officer (CS&SO)

The CS&SO is the Group Executive member with

management responsibility for climate-related matters

and reports directly into the CEO. This includes developing

and implementing climate transition plans, assessing

and managing climate-related risks and opportunities,

and integrating climate-related items into Group strategy.

The CS&SO agrees management recommendations on

climate-related topics with the Group Executive,

provides climate-related updates to the Safety,

Sustainability and Technology Committee and is informed

about climate-related issues through input from their

specialist internal team, as well as various working groups

and third-party advisers.

Strategy

Risks and opportunities identified

The risks and opportunities table on pages 53 to 54 outlines

the Group's most material financial risks and opportunities

and considers their potential impact on financial

performance and position in the future. We also track other

identified climate-related risks and opportunities that

currently have a potential financial impact that is less than

our materiality threshold, which includes carbon pricing risk

and cost of capital opportunity from our 2021 and 2023

Sustainability-Linked Notes and Revolving Credit Facility. Risks

and opportunities are prioritised based on their strategic

importance and potential financial impact.

Our risk assessment materiality threshold is defined in

accordance with set financial thresholds on pages 53 to 54. In

this context, our materiality threshold is a gross risk or

opportunity of 5% of current year operating profit. Our time

horizons, also on pages 53 to 54, are in line with our Risk

Assessment Criteria and align to the time horizons used in

our strategic planning cycles. We recognise that climate-

related issues often manifest themselves over the medium

and longer terms, and this is reflected in our own medium

and long-term horizons of 3 to 5 years, and +5 years

respectively. We have not identified any potential climate-

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 50 |
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## Sustainability review: TCFD

### continued

related issues that could have a material financial impact on

the Group arising in our short-term (0-3 year) time horizon.

Risks and opportunities process

We assess the impacts of physical and transition risks and

opportunities identified in our risk management process,

as outlined on page 51, to quantify financial impact and

compare to materiality thresholds previously mentioned.

These assessments are validated annually as part of our

strategic plan with Divisions asked to confirm those risks and

opportunities that are of most relevance to them, and have

the most significant potential financial impact on their plans.

We also annually review the financial impact of all climate-

related risks and opportunities to consider factors that may

change their materiality status, such as the EU Carbon Border

Mechanism Adjustment for our carbon pricing risk, and the

potential interest savings from our 2023 Sustainability-Linked

Notes. Outputs are monitored by the CS&SO and changes to

risks and opportunities are reported into the Group Executive

as required. There were no changes to our risks and

opportunities in the year.

Impact on business, strategy and financial planning

Our sustainability strategy is outlined on page 22. We are

already adapting our strategy to address climate-related

risks and opportunities, including through:

– ‘Deliver sustainable Weir’ with focus on reducing our scope

1&2 CO2e footprint as well as management of waste, water

and biodiversity within our own operations; and

– ‘Accelerate sustainable mining’ with focus on the impact of

our equipment to use less energy, use water wisely and

create less waste. This is linked to our scope 3 CO2e and

avoided emissions workstreams.

Climate-related risks and opportunities are also considered

as part of the mergers and acquisitions process, including

assessment of energy and water consumption, carbon

footprint, physical risks, contribution to Weir’s

climate-related technology opportunities and impacts on the

wider Weir network.

Note 2 to the Group financial statements (page 168) outlines

how we have considered potential climate impacts in our

financial statements. This is further evidenced by the financial

commitments within our Transition Plan on page 52. The

outputs from our scenario analysis described in the next

section have also been used in our viability assessment

(see pages 71 to 72).

Climate-related issues are considered in the financial

planning processes in a number of ways:

– Validation of risks and opportunities through the annual

five-year strategic planning process with our Divisions,

along with an assessment of related strategic initiatives.

We actively track for indicators of a faster global transition

requiring additional investment allowing us to deploy

capital flexibly where needed.

– Our ten-year operations CO2e forecasting model provides

an aligned view of the impact of planned production,

facility and energy changes to help plan future capital

requirements.

– As noted on page 135, we introduced a new annual target

for avoided emissions for 2024, approved through the

bonus scheme process, which will be embedded and

managed through the financial planning process.

– We have a cross-functional working group to oversee 2025

planned updates to the capital expenditure process to

more fully embed climate-related topics within the

decision-making process and capture data to support

future disclosures.

Overall, there is no material impact to current financial

performance and both capital and operating expenditure

needs to meet our 2030 CO2e targets have been assessed

and built into our strategic plans.

Scenario analysis and resilience of our strategy

We have used scenario analysis to assess risks in greater

depth and assess resilience, working with Willis Towers

Watson (WTW) to model our physical and transition risk

scenarios as outlined below:

– Physical risk: After identifying risks in the 2020 TCFD review,

as described in the Risk management section, we

modelled potential increases in extreme weather risk under

two physical climate scenarios: less than 2 degrees of

warming, applying physical climate scenario RCP 2.6; and 4

degrees of warming, applying RCP 8.5. We assessed

financial exposure in terms of the maximum foreseeable

one-off loss for facilities most at risk to flood risk beyond

2040, based on potential costs of damage and business

interruption at facilities most exposed. The potential

impacts are considered material and are included in our

risk and opportunity disclosure on page 54.

– Transition risk: After the 2020 TCFD review, we conducted

detailed quantitative scenario analysis in 2021 to quantify

risks and opportunities related to markets for key minerals

from the transition to a low carbon economy. The analysis

was then updated in 2023 for three different scenarios:

i. Business as usual (BAU) is based on market expectations

derived from the International Energy Agency (IEA) Stated

Policy Scenario, with temperatures exceeding +2°C by

2100 vs pre-industrial levels.

ii. 2DS considers a transition to a low carbon economy in

line with the Paris Agreement, based on IEA’s Sustainable

Development Scenario (SDS), assuming an orderly global

transition limiting warming to well below 2°C by 2100.

The scenario achieves net zero emissions by 2050 in

developed nations and global net zero by 2070 through

a forced (pushed by policy), but economically optimised,

trajectory constrained to a carbon budget.

iii. An additional 1DS scenario with the same parameters

as 2DS but faster transition limiting warming to 1.5°C by

2100 and global net zero emissions by 2050.

Our analysis highlighted accelerated movement in

commodities in the 2DS and 1DS scenarios, driven by

technology changes such as electrification, growth in battery

storage and electric vehicles, as well as the shift away from

fossil fuels. It considered consequent impacts on Weir’s

business in terms of revenue trends from customers

operating in each commodity. The analysis assumed no

actions in our business strategy to mitigate the impact of

declining commodities or leverage the opportunity from

future facing minerals under the faster transition scenarios,

and so can be deemed a worst case. Outcomes are shown

on page 53.

In addition to the scenario analysis work performed in 2021,

we consider the resilience of our overall five-year strategy,

including climate-related risks and opportunities, through

annual PESTLE (Political, Economic, Social, Technological, Legal,

and Environmental) analysis with the output provided to the

Board as part of the strategic plan review process (see page

82 for more information).

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 51 |
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## Sustainability review: TCFD

### continued

Overall, we believe our strategy is resilient and that we are

well positioned to address emerging climate-related risks

and opportunities and meet our target to grow faster than

our markets. Our global network has wide reach and flexible

capacity to meet changing customer demands under all

three considered scenarios and we have invested in recent

years to expand capacity in key growth markets. We are

meeting customer demands for new technology through our

technology strategy (see pages 26 to 27) and we are

optimising our operations to drive up energy efficiency,

increase renewable energy and protect against physical risks.

Risk management

Group principal risk

Climate is included in the Group’s principal risk register due

to the wide implications on the Group’s performance and

reputation (see page 68). This risk was first added as a

principal risk in 2019 and was previously called 'Environmental

Sustainability'. It was identified and assessed in accordance

with the Group’s Risk Management policy on page 61, before

being updated in 2021 to incorporate the outputs from our

TCFD assessments (see below), with our risk indicators

updated to align with TCFD categories of policy and legal,

technology, market, reputation and physical risk. The principal

risk is managed at a Group level with the CS&SO assigned as

the Group Executive principal risk-owner. Updates to the risk

are managed through the risk process outlined on page 62.

Identification and assessment of climate-related risks

Our 2020 TCFD review was designed to identify and assess

climate-related risks as follows:

– Physical risk: As a business with operations across the

world, we are exposed to risks of extreme weather events

disrupting our facilities or supply chain networks. We

performed scenario analysis to identify risks related to

physical impacts of climate change – such as direct

damage to property or ability to supply customers. The

assessment concluded that we are exposed to physical

risks with a potential to cause business interruption, in

particular, flood risks at facilities. Further information is on

page 54.

– Transition risk: The first step of our approach was to

identify plausible transition risks, over a time horizon of

ten years. Transition risk types considered followed those

prescribed by the TCFD framework, covering market,

reputation, technology and regulatory factors, including

existing and emerging regulatory risks. We identified a

shortlist of 12 topics in a survey of Senior Management

within each Division and assessed risks and opportunities

for each in greater detail through an approach aligned with

Weir's risk assessment criteria summarised on page 61,

including in-depth interviews and workshops with subject

matter experts and an assessment of likelihood and

potential impact of each risk and opportunity. We also

considered any existing or potential responses. The review

highlighted markets as the most material risk and

technology as the most material opportunity, so these

were reviewed in more detail, with scenario analysis

performed to quantify potential impact of the market risk

(further information on pages 50 to 51). We have also,

where possible, further assessed and validated the impact

of other transition risks, such as the financial quantification

of our carbon pricing exposure.

Our 2020 TCFD review allowed us to identify and assess

climate-related risks in isolation first, before subsequently

considering their relative significance alongside other,

non-climate-related risks. The 2020 TCFD review ultimately

informed the Group's principal risk on climate, as well as

identifying links to other principal risks, enabling a more fully

informed and integrated risk management process.

Managing climate-related risks

The disclosure on pages 53 to 54 set out the actions to

mitigate our material climate-related risks. As noted on page

49 to 50, climate-related risks are prioritised based on their

strategic importance and potential impact in line with

financial materiality thresholds.

In terms of making decisions to mitigate, transfer, accept or

control climate-related risks, we followed a similar risk

management approach as outlined on page 61, considering

the severity of each risk (using the impact and likelihood

outputs from TCFD assessment) and the effectiveness and

efficiency of internal controls. In 2021, we updated our

climate principal risk to embed further climate-related

mitigating actions. This process also highlighted links to our

technology and market principal risks, on pages 64 and 67

respectively, which incorporate climate-related actions to

mitigate overall Group exposure, such as R&D investment to

develop more sustainable technologies.

We continually monitor our climate-related risk exposure

through our risk management framework that underpins our

Group principal risk (see above), as well as being informed by

the strategic planning process as outlined on page 50.

Metrics

Key climate-related metrics and targets

The primary metrics we consider when assessing and

managing climate-related risks and opportunities are

as follows:

– Scope 1&2 emissions (see page 55)

– Scope 3 emissions (see page 56)

– R&D as % of sales (see page 36)

– Avoided emissions (see page 47)

These metrics link to our key climate-related targets and

commitments as summarised in our Transition Plan summary

on page 52. More information on performance in the year

can also be found in our Technology and Performance

strategic progress sections (see pages 26 to 31). Scope 1&2

and avoided emissions are subject to limited assurance from

SLR and scope 3 is subject to limited assurance by

PricewaterhouseCoopers LLP (see page 56).

2024 measures

We embed climate-related measures within our

remuneration policy to drive strategic action to improve our

overall performance of the key metrics above. Our 2024

climate-related measures are summarised in the

Remuneration report on pages 135 to 136, and include the

following:

– continued reduction in scope 1&2 emissions versus the

2019 baseline; and

– developed our targets for avoided emissions and progress

priority R&D projects. In 2023, we established our avoided

emissions baseline and set a target for 2024, which was

embedded in our bonus scheme (see page 135). Over

time, we expect this to impact our future scope 3

emissions as we drive customer uptake of more energy

efficient products with reduced emissions (see Transition

Plan section on page 52).

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## Sustainability review: TCFD

### continued

Other metrics

In addition, we consider a range of financial and operational

metrics when assessing climate-related risks and

opportunities in line with our strategy. These are included in

our risks and opportunity disclosure on pages 53 to 54 and

Performance strategic progress on page 30. Although we

recognise these metrics’ connection to climate, we do not

currently use these as our key metrics for the assessment

and management of climate-related issues.

Additionally, we provide a more detailed emissions

breakdown within our CDP Climate disclosure and we

separately report energy consumption in operations and

product fuel economy data in our Sustainability Accounting

Standards Board (SASB) disclosure. Furthermore, we

completed the CDP Water questionnaire for the first time

in 2024 disclosing basic water-related data that we will

continue to build on in future years. Our CDP and SASB

disclosures are available in the Sustainability section of

our website1.

We are continuing to evolve our metric and target framework

and are taking actions to strengthen quality and governance

of underlying data, as well as being committed to reviewing

our KPIs and metrics as part of our transition to reporting

under ISSB and CSRD in future periods (see page 57).

1Links to website:

– CDP (both Climate and Water) and SASB reporting can be found on our

website at [global.weir/sustainability/sustainability-performance-and-](www.global.weir/sustainability/sustainability-performance-and-reporting/)

[reporting/](www.global.weir/sustainability/sustainability-performance-and-reporting/)

– Transition Plan can be found at [global.weir/Transition-plan](www.global.weir/Transition-plan).

#### Transition Plan summary

The summary below sets out key elements of our Transition

Plan in line with TCFD requirements. The plan is published in

full on our website1, and we aim to publish an update to our

Transition Plan during 2025.

Scope 1&2 emissions – c.0.5% of our footprint

This category includes emissions from our operations within

our management control, including energy used in

manufacturing and other facilities. One challenge for Weir is

that we manufacture a high proportion of products in our

own foundries and therefore recognise a higher proportion

of emissions in scopes 1&2 than if we were to export

emissions to scope 3 by contracting out manufacturing.

Our scope 1&2 targets are as follows:

– SBTi approved 2030 Target: 30% reduction in absolute CO2e

vs 2019 baseline (aligned to SBTi well below 2 degrees)

– 2050 Target: Net Zero

The 2030 emissions reduction will continue to be

achieved through:

– Energy efficiency initiatives, with a focus on emissions

hot spots, particularly our foundries.

– Low carbon electricity supply, including on-site

renewable generation, green contracts, power purchase

agreements and, where necessary, Renewable Energy

Certificates (RECs).

– Purchase of offsets is not part of our transition plan to 2030.

Annual capital expenditure and operating costs required to

deliver the plan have been assessed at around £0.5m to £1m

across the period, and are considered non-material to our

business plan. We remain well on track to meet our 2030

targets, having achieved 27% reduction in 2024 vs 2019 –

see GHG Emissions data on page 55.

For 2030 to 2050, net zero requires economically viable

low carbon alternatives to natural gas and other fuels to

be used within our facilities. We continue to explore

technology and energy supply options and have not yet

quantified unabatable emissions or potential offsets

required beyond 2030.

Scope 3 emissions – c.99.5% of our footprint

The overwhelming majority, c.98%, of Weir Group’s end-to-

end carbon footprint is attributable to downstream value-

chain scope 3 emissions, specifically the use phase of our

long-lifespan products and solutions on our customers’ sites.

Our scope 3 target is therefore focused on our

downstream footprint:

– SBTi approved 2030 target: 15% reduction in use of

sold products vs 2019 baseline (aligned to SBTi well

below 2 degrees).

We have a compelling shared goal with our customers

to reduce our scope 3 footprint. Through our technology

strategy (pages 26 to 27), we develop new or improved

technologies to improve energy efficiency in key mining

processes. We have also developed our avoided

emissions value proposition to drive take-up by customers

(see page 47).

Due to inherent uncertainties in calculating scope 3, we take a

continuous improvement approach to review our processes

and data and disclose any restatements in a timely and

transparent manner. We have restated our 2023 emissions

as a result of improvements in data collection (see page 56).

Delivering against our 2030 target depends substantially on

external factors beyond our direct influence or control,

notably the rate of adoption of low carbon energy by our

customers and grid decarbonisation, given that the majority

of our equipment is already powered by electricity,

accounting for around 90% of use of sold product emissions.

Our scope 3 target is based on emissions factors for

customers purchased electricity aligned to the IEA Stated

Policy Scenario. However, our scope 3 footprint continued to

rise between 2019 and 2023 due in part to business growth

and sales to countries with high electricity emission factors.

Following the data improvements described above, we

reviewed our scope 3 2030 forecast in 2024 and concluded

that despite a 9% reduction in use of sold product emissions

in 2024 (see page 56), our 2030 scope 3 target is at risk.

Achieving it will depend on accelerated action to

decarbonise electricity grids. We continue to engage

externally in favour of energy efficiency and the low carbon

energy transition, as described on page 46. We intend to

keep our scope 3 target under review based on the overall

electrification and decarbonisation journey of the jurisdictions

in which our customers utilise our equipment.

The main cost to support our plan is R&D investment which is

already core to our business strategy (see page 36).

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### continued

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| Description | |  | Categorisation |  | Impact | Summary |
| Both risk and opportunity | | | | | | |
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|  | Risk 1  Changing  customer  behaviour  Decreased revenues due  to reduced demand for  products and services  from declining.  mining sectors  Category:  Transition – market |  | Time horizon1  TCFD_TimeHorizon_long.png  Likelihood  TCFD_Likelihood_moderate.png  Magnitude2 |  | Potential financial impact3  Risk: c.£120m per annum revenue under  2DS scenario; c.£210m per annum  under 1DS  Opportunity: c.£70m per annum revenue  under 2DS scenario; c.£310m per annum  under 1DS  Cost of response:  £46.6m costs per annum  Metric – Commodity as % of revenue:  Risk commodities (at constant currency)  – coal, oil sands and iron ore 22% (2023:  24% ; 2022:  24%)  Opportunity commodities (at constant  currency) – copper, nickel and lithium  28% (2023: 26%; 2022: 28% ) | Longer-term trends in demand patterns for key minerals are projected to change  during the transition to a low carbon economy. Weir sells products and services to  customers producing fossil fuels and certain minerals that are due to decline during  the transition (coal, oil sands and iron ore), as well as future-facing commodities that  are due to increase (copper, nickel, lithium and cobalt).  We describe on page 50 to 51 our analysis of forced commodity market scenarios,  constrained by carbon budgets. In 2024, similar to prior years, we compared the  commodity market forecasts in our five-year strategic plan with those in the ten-year  climate scenario analysis. We found that our five-year planning assumptions broadly  align with the BAU scenario, particularly for the biggest commodities with most material  impact on risks and opportunities. We noted greater variation between external data  sources for timelines beyond five years and for commodities with a smaller impact on  our revenue. Overall, we considered that BAU is largely built into our existing plans. The  financial impact for both the risk and opportunity is, therefore, the difference in revenue  between BAU and the 2DS and 1DS scenarios per annum by 2033. The assessment  indicated that overall net revenue impact in 2033 would be about -£50m under the  2DS scenario, with a revenue downside of £120m for risk commodities and upside of  £70m for the opportunity commodities. Under the 1DS scenario, this switched to a net  opportunity of around £100m, due to the £210m downside in coal, oil sands and iron  ore, being outweighed by a greater upside of £310m in copper, nickel, lithium and  cobalt. ESCO Division is proportionately more exposed to downside risks. The potential  impact would develop over a number of years, not as a one-off event, and the  potential financial impact does not take account of mitigating actions, so can be  deemed worst case.  We monitor ongoing commodity-related data with recurring annual cost of £0.1m.  Actions in our strategic plan mitigate the impact of declining commodities and  leverage the opportunity from future-facing minerals in line with the BAU scenario,  with contingency plans to manage a faster transition. We are well placed to manage  transition risk due to long planning cycles in the mining sector, flexibility within our  network, active tracking of market signals and ongoing resilience testing. In addition,  our R&D capital allocation targeting 2% of annual revenue means we continue to  provide compelling offers relevant to customer needs to scale up future facing  commodities, meet iron ore demand from the low carbon steel sector and manage  assets in declining sectors as efficiently and sustainably as possible. R&D in 2024  totalled £46.5m. |
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|  | Opportunity 1  Changing  customer  behaviour  Increased revenues due to  greater demand for  products and services from  growing mining sectors  Category:  Transition – market |  | Time horizon1    Likelihood  TCFD_Likelihood_moderate.png  Magnitude2 |  |

1. Our Risk Horizons as defined in our Risk Assessment Criteria are: up to 3 years – short; 3 to 5 years – medium; 5+ years – long.

2. Our Risk Assessment Criteria for the magnitude impact of gross risk are based on operating profit: >20% profits – high; 10-20% profits – medium to high; 5-10% of profits – moderate ; 0-5% profits – low Impact Score.

3. Potential financial impact is shown as increase or decrease in revenue or cost. Risk 2 also includes estimated profit impact.

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## Sustainability review: TCFD

### continued

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| Description | |  | Categorisation |  | Impact | Summary |
|  | | | | | | |
|  |  |  |  |  |  |  |
|  | Risk 2  Increased severity and  frequency of events  Impact of flood  (coastal, fluvial,  pluvial, groundwater)  Category:  Physical – acute |  | Time horizon1    Likelihood  TCFD_Likelihood_unlikely.png  Magnitude2 |  | Potential financial impact3  £30m one-off cost  Cost of response  £0-0.1m per annum cost  Metric:  We track our exposure through our  financial impact and monitor disruption  at our sites, of which there were no  major incidents in the year | As a business with operations across the world, we are exposed to risks of extreme  weather events disrupting our facilities or supply chain networks. As outlined in the  Strategy section on page 50 to 51, we modelled potential increases in extreme weather  risk under scenarios for <2°C and +4°C of warming and then assessed the maximum  foreseeable one-off loss, based on potential costs of damage and business  interruption at facilities most exposed to flood risk under a +4°C scenario beyond 2040.  Analysis identified an aggregate one-off loss range across the Group of between  £0-30m reflecting a combination of replacement of physical assets and gross profit  exposed to climate-related risks. The results were shared across the Group’s  operations, to reinforce both the appropriateness of our existing physical risk mitigation  strategies and inform decisions on future risk initiatives and expansion plans.  We continue to monitor disruption of climate-related physical incidents at our sites,  with no significant events in 2024. In case of such events occurring, the Group  maintains robust business continuity plans and specific insurance protection to  mitigate against the extent of any operational impact that may occur.  The loss range identified as part of the scenario analysis reflected potential gross  losses before taking into consideration the Group’s controls environment. Through  a combination of existing physical defence measures and business continuity plans,  cross-divisional manufacturing capacity and the applications of insurance, the net loss  forecast would reduce to a low figure. We, therefore, categorise the magnitude of  impact as low. The cost of response reflects third-party loss control engineering  advice to assist facilities identify risks and develop mitigation solutions. |
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|  | Opportunity 2  Development and/or  expansion of low-  emission goods and  services  Increased revenues  due to greater demand for  products and services  Category:  Products and services |  | Time horizon1  TCFD_TimeHorizon_medium.png  Likelihood  TCFD_Likelihood_likely.png  Magnitude2 |  | Potential financial impact3  £50m per annum revenue  Cost of response:  £46.6m of cost per annum  Metric – R&D as % of sales:  2024:  1.9% (2023: 1.8%; 2022: 1.9%) | We target mid to high single digit growth above market per year, driven by four factors:  sustainable solutions, integrated solutions, expanding our product range and  geographic expansion. A 5% revenue uplift on annual continuing operations revenue of  c.£2.5bn would deliver increased annual revenues of around c.£130m per annum, from  the four factors combined. We have assumed 50% of this uplift in our calculations. Weir  continues to target at least 2% of revenues investment on R&D in line with our  technology strategy on pages 26 to 27. Our focus on sustainable solutions creates a  compelling value creation opportunity as we link our goals directly with our customers,  focus investment to accelerate the technology transition in mining, and quantify  avoided emissions through our avoided emissions initiative to unlock value for  customers (see page 47). The cost of response reflects R&D in 2024 of £46.5m, as well  as recurring expenditure for the avoided emissions workstream of £0.1m. |

1. Our Risk Horizons as defined in our Risk Assessment Criteria are: up to 3 years – short; 3 to 5 years – medium; 5+ years – long.

2. Our Risk Assessment Criteria for the magnitude impact of gross risk are based on operating profit: >20% profits – high; 10-20% profits – medium to high; 5-10% of profits – moderate ; 0-5% profits – low Impact Score.

3. Potential financial impact is shown as increase or decrease in revenue or cost. Risk 2 also includes estimated profit impact.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 55 |
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## Sustainability review: GHG emissions

#### Total annual GHG emissions

We have provided below our GHG emissions, as required under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013, and have reported the requirements of the

Streamlined Energy & Carbon Reporting (SECR) framework. In 2024, we identified and implemented energy efficiency measures across our business, which included manufacturing efficiency

improvements, behavioural change, process upgrades and selecting energy efficient technology, such as LED lighting. Our total identified and implemented energy savings from projects

implemented in 2024 are estimated to be 11,501,794kWh.

Total scope 1&2 annual GHG emissions (continuing operations)

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  | UK & Offshore area annual  GHG emissions (tCO2 e) | | | Global annual  GHG emissions (tCO2 e) | | | Global GHG emissions intensity (tCO2 e per  £m revenue at constant currency) | | |
| Location-based Emissions | 2024 | 2023 | 2019 | 2024 | 2023 | 2019 | 2024 | 2023 | 2019 |
| Scope 1 emissions: fuel combustion and operation of facilities | 2,227 | 2,445 | 3,602 | 64,880 | 65,184 | 67,547 | 25.9 | 25.8 | 35.1 |
| Scope 2 emissions: purchased electricity, heat and steam | 2,847 | 3,053 | 4,951 | 93,234 | 94,606 | 121,807 | 37.2 | 37.4 | 63.3 |
| Total scope 1&2 (location-based) | 5,074 | 5,498 | 8,553 | 158,114 | 159,790 | 189,354 | 63.1 | 63.2 | 98.4 |
| Market-based Emissions |  |  |  |  |  |  |  |  |  |
| Scope 2 emissions: purchased electricity, heat and steam | 76 | 82 | 275 | 68,608 | 77,029 | 116,079 | 27.4 | 30.5 | 60.3 |
| Total scope 1&2 (market-based) | 2,303 | 2,527 | 3,877 | 133,488 | 142,213 | 183,626 | 53.3 | 56.3 | 95.4 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | UK & Offshore area annual energy use (kWh) | | | Global annual energy use (kWh) | | |
| Energy | 2024 | 2023 | 2019 | 2024 | 2023 | 2019 |
| Energy consumption used to calculated emissions | 25,815,058 | 27,935,581 | 38,601,875 | 540,772,071 | 537,267,104 | 578,199,219 |

Scope 1&2 annual GHG emissions from foundries (continuing operations)

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  | Annual GHG emissions (tCO2 e) | | | Proportion of global  (continuing operations)  annual emissions (%) | | | GHG emissions intensity  (tCO2e per tonne of metal poured) | | |
|  | 2024 | 2023 | 2019 | 2024 | 2023 | 2019 | 2024 | 2023 | 2019 |
| Scope 1 emissions: fuel combustion and operation of facilities | 41,452 | 39,903 | 45,151 | 26.2 | 25.0 | 23.8 | 0.5 | 0.4 | 0.4 |
| Location-based scope 2 emissions: purchased electricity, heat and steam | 67,692 | 67,663 | 85,019 | 42.8 | 42.3 | 44.9 | 0.7 | 0.7 | 0.8 |
| Market-based scope 2 emissions: purchased electricity, heat and steam | 50,001 | 53,087 | 80,452 | 37.5 | 37.3 | 43.8 | 0.5 | 0.6 | 0.8 |
| Total scope 1&2 (location-based) | 109,144 | 107,566 | 130,170 | 69.0 | 67.3 | 68.7 | 1.2 | 1.1 | 1.2 |
| Total scope 1&2 (market-based) | 91,453 | 92,990 | 125,603 | 68.5 | 65.4 | 68.4 | 1.0 | 1.0 | 1.2 |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 56 |
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## Sustainability review: GHG emissions

### continued

Scope 3 total annual GHG emissions

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Scope 3 category – continuing operations only | | Evaluation status | 2024 tCO2e | 2023 tCO2e\* |
| 1. | Purchased goods & services | Relevant, calculated | 506,221 | 527,382 |
| 2. | Capital goods | Relevant, calculated | 10,631 | 12,064 |
| 3. | Fuel & energy related activities | Relevant, calculated | 48,275 | 38,267 |
| 4. | Upstream transportation & distribution | Relevant, calculated | 90,305 | 103,199 |
| 5. | Waste generated in operations | Relevant, calculated | 15,530 | 16,964 |
| 6. | Business travel | Relevant, calculated | 12,461 | 17,941 |
| 7. | Employee commuting | Relevant, calculated | 7,944 | 7,980 |
| 8. | Upstream leased assets | Relevant, calculated | 42 | 97 |
| 9. | Downstream transportation & distribution | Relevant, calculated | 96 | 82 |
| 10. | Processing of sold products | Not relevant, explanation provided | – | – |
| 11. | Use of sold products | Relevant, calculated | 49,303,391 | 54,039,995 |
| 12. | End-of-life treatment of sold products | Relevant, calculated | 382 | 881 |
| 13. | Downstream leased assets | Relevant, calculated | 4,552 | 10,040 |
| 14. | Franchises | Not relevant, explanation provided | – | – |
| 15. | Investments | Relevant, calculated | 5,386 | 4,726 |
| Total | |  | 50,005,214 | 54,779,618 |

Scope 3 total annual GHG emissions for year ended 31 December 2024 was subject to independent limited assurance by PricewaterhouseCoopers LLP (PwC) in 2024. For PwC's Limited Assurance report see our website at [global.weir/sustainability/2024/](http://www.global.weir/2024_scope3_assurance)

[PwC\_assurance](http://www.global.weir/2024_scope3_assurance).

Methodology and Notes

For commentary on our progress against scope 1&2 and scope 3 emissions targets, see our Transition Plan Summary

on page 52

Scope 1&2

A detailed summary on our methodology can be found on our website at [global.weir/2024/sustainability/](http://www.global.weir/2024_scope123_methodology)

[scope123\_methodology](http://www.global.weir/2024_scope123_methodology).

In line with SECR, energy consumption data has been provided for the UK & Offshore and globally, this data was used in the

creation of our GHG emissions. Revenue for 2019 and 2023 are based on 2024 average exchange rates. 2023 constant

currency revenue is disclosed in note 4 of the Group Financial Statements. 2019 constant currency revenue is £1,925m

(continuing operations). For our foundries, the scope 1 proportion of Global continuing operations annual emissions is a

proportion of total market-based GHG emissions. Therefore, the % shown in the market-based total row does not equal the

sum of the scope 1 and market-based scope 2 rows.

Our 2024 scope 1&2 GHG emissions data have been externally verified to a limited level of assurance by SLR Consulting. A

copy of the assurance statement can be found on our website at [global.weir/2024/sustainability/SLR\_assurance](http://www.global.weir/2024_scope12_assurance).

\*Scope 3

2023 category 11 is restated to reflect changes in methodology and data in 2024 to improve the accuracy of the motor power

rating (kilowatts) applied to the products we have sold and reduce the use of estimated data. These changes have increased

the total significantly. A detailed summary of our methodology and 2023 restatement can be found on our website at

[global.weir/2024/sustainability/scope123\_methodology](http://www.global.weir/2024_scope123_methodology). Note, prior to calculating scope 3 emissions, categories were

screened for relevance using the protocol criteria. Those listed as 'not relevant' above were all considered to make no

contribution to Weir's scope 3 emissions. It is not always possible to distinguish upstream and downstream transport so

categories 4 and 9 should be considered in aggregate. Furthermore, category 4 and 7 values for 2023 were restated following

the limited assurance by IBIS Consulting of the remaining scope 3 categories in March 2024.

Our 2024 scope 3 total annual GHG emissions for year ended 31 December was subject to independent limited assurance by

PricewaterhouseCoopers LLP ('PwC') in 2024. A copy of PwC's limited assurance report can be found on our website at

[global.weir/sustainability/2024/PwC\_assurance](http://www.global.weir/2024_scope3_assurance).

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 57 |
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## Strengthen our foundations

Strengthen our foundations is a key priority of our

sustainability strategy with a focus on expectation of all

responsible businesses.

Responsible business and supply chain practices

Business practices

Responsible business practices are managed by our

compliance function, led by Group Head of Internal Audit and

Chief Compliance Officer. You can also read more about how

the Directors have regard to various matters under section

172 of the Companies Act 2006, including the desirability of

the Group maintaining a reputation for high standards of

business conduct, in the Strategic report on page 20 and in

the Governance report on page 82.

Code of Conduct

We are dedicated to doing business in an ethical and

transparent manner. The Group’s Code of Conduct (Code)

provides direction and a framework for how we expect our

people to conduct themselves on a day-to-day basis. Every

year, we provide Code training to our employees and

contingent workers, and in 2024, 96% of required employees

completed the mandatory fraud awareness module. We also

provided sanctions training to employees in higher risk roles

and regions, completed by 96% of designated employees.

To assure adherence to policies and procedures, and that

these remain robust, Internal Audit performs annual Code

audits (including employee expense reviews) at selected

Group locations (see page 104 for more information).

Ethics hotline

The Group maintains processes for employees to raise

concerns regarding unethical behaviour. This includes the

ability to report concerns through the Weir Ethics Hotline,

which is a 24-hour, multilingual service accessible via

telephone or online with the option of reporting

anonymously. The Compliance function works closely with

the business to ensure that matters raised via the Ethics

Hotline are investigated in a fair and impartial manner

consistent with the Group Investigation Protocol. Of the Ethics

Hotline cases received in 2024, 20% of them had

substantiated allegations.

To drive continuous improvement, in 2024, the Compliance

function created a new Ethics Investigation Protocol, along

with supporting procedures, to standardise and streamline

the processes for triaging ethics complaints, conducting

investigation, and monitoring remedial actions.

Human Rights

We respect the human rights of all those working for, or with,

us, and of the people in the communities where we operate.

In accordance with our Human Rights Policy, we will not do

business with companies, organisations or individuals that we

believe are not working to comparable human rights

standards or are engaged in forms of modern slavery.

In 2024, the Compliance function engaged a consultant from

Deloitte to continue the global human rights risk assessment

of our operations and supply chain. The assessment is

designed to drive additional process improvements in

managing our human rights risks in 2025. Further information

can be found in our Modern Slavery Statement (see page 58),

and we report on outcomes for safety on pages 32 to 33, and

Inclusion, Diversity and Equity on page 33.

Anti-Bribery and Corruption

The Group's Code of Conduct and Anti-Bribery and

Corruption Policy clearly prohibit bribery and corruption in all

our business dealings, and we have a zero tolerance policy

towards bribery and corruption by Group personnel and any

third parties working on our behalf. These efforts are

supplemented by our Gifts and Hospitality Policy and Agent

and Business Partner Policy. In 2024 we created a new

standalone Sponsorship and Donation Policy to address risks

associated with increased charitable giving. We regularly

provide reminders or training to key employees about

bribery and corruption risks, and Internal Audit perform

annual audits of employee expenses and the Gifts and

Hospitality Register for compliance against our policies

(see page 104 for more information).

For third-party risk, our risk-based due diligence and

management programme enables the Group to work only

with third parties that meet our Company standards and

expectations for compliance.

Supply chain practices

We source raw materials, components and services across

the globe. Our suppliers play a critical role in our business

and our relationships with them are based on achieving the

best performance, product delivery, service and total cost in

an ethical and sustainable manner. Therefore, we expect our

suppliers to reflect the same values and behaviours. All

suppliers must abide by the minimum standards set out in

the Group Supply Chain Policy.

In 2024, the Minerals Supply Chain function continued its

responsible supply chain project that requires key suppliers

to report risk-related information about their operations via a

third-party ESG software tool, with 75% of Minerals’

procurement spend covered to date. The data insights

provided by the tool will inform planned enhancements to

supply chain due diligence and monitoring processes.

Sustainability data, systems and assurance

We refreshed Board-level governance of sustainability and

technology by establishing the Safety, Sustainability and

Technology Committee in early 2024 (see pages 97 to 98).

During the year, our ESG assurance roadmap was reviewed

by the Audit Committee to ensure that strategic ESG KPIs are

supported by external assurance in line with sustainability

reporting requirements (see page 99). As a result, we have

expanded assurance during 2024 to cover safety total

incident rate (TIR) and employee engagement (eNPS) KPIs.

Underpinning this is a rigorous approach to cyber security,

managed through the IT governance framework (see page

69) with oversight from the Board (see page 82).

ESG strategy, goals and progress

We continue to mature our sustainability strategy following

our double materiality review in 2023, and challenge

ourselves to focus on the most strategic areas to enable

pace and impact. During the year, we reviewed all high-

priority topics from our materiality matrix to assess

governance, risk, strategy and KPIs, as well as map data

assurance and system needs. This review identified

downstream water and waste, product stewardship and

responsible supply chain as the next focus areas to address.

Our review also assessed readiness against future reporting

requirements such as the International Sustainability

Standards (ISSB) and EU Corporate Sustainability Reporting

Directive (CSRD). To help us prepare for implementation, our

focused approach to maturing our strategy is designed to

report on the most material impacts, risks and opportunities.

In the meantime, we extended disclosure in 2024 to address

questions relating to water as well as climate in our annual

submission to CDP.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 58 |
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## Sustainability and non-financial reporting

Non-financial and sustainability

![]()

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Policy | Reporting  requirement | Summary of areas covered | Section of  Annual Report |
| Sustainability  Strategy |  | Sets out our strategic priorities in relation to sustainability, covering areas such  as champion zero harm, reduce our footprint, nurture our culture and strengthen our  foundations around governance-related factors. | Page 22 |
| Zero Harm. Every Day1 |  | Our document describes how everyone at Weir has a role to play in working together  to achieve zero harm. It covers our Zero Harm Behaviours framework which sets out  our approach to safety culture, and our SHE Management System which sets out how  we manage safety, health and environmental risk. | Pages 32  to 33 |
| Inclusion, Diversity  and Equity Policy1 |  | Sets out our policy and ambitions in relation to inclusion, diversity and equity across Weir. | Page 33 |
| Board Diversity Policy1 |  | Sets out the approach to diversity on the Board of Directors of The Weir Group PLC. | Page 94 |
| Health and Wellbeing  Strategic Framework1 |  | Sets out framework for employees to access a wide range of resources in support  of their broader health and wellbeing, including mental wellbeing, at any time. | Page 32 |
| Code of Conduct1 |  | Outlines the ethical and legal standards to which Weir Group holds its employees and  stakeholders, covering a range of areas including anti-bribery and corruption, competition  (anti-trust) law, conflicts of interest and use of Group property and resources. | Page 57 |
| Human Rights Policy1 |  | Covers our main responsibilities in the areas of employee rights and the risk  of human rights violations in our supply chain. | Page 57 |
| Modern Slavery  Statement1 |  | Sets out how we identify, assess and manage modern slavery risks  across our operations and supply chain. | Page 57 |
| Group Supply Chain  Policy 1 |  | Sets out the minimum standards we expect our suppliers to abide by with  respect to areas such as business ethics and legal and regulatory compliance. | Page 57 |
| Anti-Bribery and  Corruption Policy1 |  | Prohibits bribery and corruption, whether by Weir or any third party who acts  on behalf of the Group, and sets expected ethical business behaviours. | Page 57 |
| Gifts and  Hospitality Policy1 |  | Supplements the Code of Conduct by further describing the requirements and  process for providing business courtesies to customers and other third parties. | Page 57 |
| Agent and Business  Partner Policy1 |  | Covers how to protect the Group from engaging with third parties who, in the course  of representing or working for the Group, could undertake improper activities such as  offering or accepting a bribe or engaging in other misconduct. | Page 57 |
| Sponsorship and  Donation Policy |  | Outlines the guidelines and procedures for the sponsorship and donation activities  undertaken to ensure all such activity is conducted in a transparent, ethical, and  compliant manner. | Page 57 |

information statement

The table on the right sets out our key

policies and standards that govern our

approach and due diligence, along with

references to outcomes and additional

information included elsewhere in the

Annual Report. Further information to

support our disclosure can also be found

on the following pages:

– The required information about the

business model can be found on pages 17

to 18.

– Information about medium-term key

performance indicators that are aligned to

our We are Weir strategic framework and

the Group’s remuneration policy can be

found on pages 35 to 36.

– Our climate-related financial disclosures

can be found on pages 48 to 54.

– Our principal risks are summarised on

pages 63 to 70.

Employee numbers

As at 31 December 2024, there were 11,444

people, excluding contingent workers,

employed by the Group of whom 2,203 were

female, 9,227 were male, and 14 did not

disclose their gender. As at 31 December

2024, there were nine Directors of The Weir

Group PLC Board, five of whom were male

and four were female. Excluding the

Executive Directors, there were 80 males and

19 females in our senior management team,

as defined by the Companies Act 2006. For

further diversity-related disclosures,

including our disclosures for the purposes of

the UK Listing Rules, Corporate Governance

Code and FTSE Women Leaders and Parker

Reviews, refer to the Nomination Committee

report on pages 91 to 96.

1. These policies are available on our website: [global.weir/](global.weir/sustainability/our-governance-and-policies/.)

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| Key |  | Employees |  | Environment |  | Social matters |  | Human Rights |  | Anti-corruption  and anti-bribery |

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| Key |  | Employees |  | Environment |  | Social matters |  | Human Rights |  | Anti-corruption  and anti-bribery |

[sustainability/our-governance-and-policies/.](global.weir/sustainability/our-governance-and-policies/.)

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 59 |
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## Risk management

#### We operate in a complex global

#### environment where the effective

#### management of risk is fundamental

#### to the delivery of our strategic

objectives. Our global risk management

system is designed to provide both the

#### necessary level of oversight and a

#### consistent framework in which our

#### Group operations can take advantage

#### of attractive opportunities, while

ensuring we are not exposing the

#### organisation to excessive risk.

Main activities during 2024

– Geopolitical Risk – Crisis readiness processes updated and

rolled out across the Group to embed consistency of

approach in how we manage a crisis.

– Safety, Health & Wellbeing Risk – Launch of our "Zero harm,

Every Day" integrated management system aimed at

ensuring the safety, health and wellbeing of everyone

at Weir.

– People Risk – Launch of a new senior leaders Inclusion,

Diversity and Equity (ID&E) Steering Committee

spearheading initiatives aimed at embedding ID&E

principles into all facets of our operations, ensuring that

every voice is heard and valued.

– Emerging Risk – Deep dive session conducted with the

Board to further strengthen our business resilience.

Areas of focus for 2025

– Cyber Risk – Continued regulatory compliance with

new global cyber security legislation in the regions in which

we operate.

– Ethics & Governance Risk – Planned revision of the Group's

code of Conduct in 2025 to ensure alignment with our new

brand profile and strategy.

– Climate Risk – Further expansion of our avoided emission

targets, which were first set in 2023.

Risk agenda

During the year, the Board has reviewed the effectiveness of

the systems of risk management and internal control and

conducted a robust assessment of both the principal and

emerging risks potentially affecting the Group in line with the

risk appetite statement.

The risk appetite statement is the level of risk that the Board is

willing to take or tolerate to achieve our strategic objectives.

It articulates what is an acceptable level of exposure,

relative to the amount of reward we are seeking, and helps

to determine how much control or mitigating actions may

be required.

The Group's risk appetite statement, which is detailed on

page 60, considers several different dimensions, which

balance commercial performance with managing our

business in a sustainable and compliant manner.

Our appetite may vary from area to area, for example, it may

be higher where we are prepared to tolerate more risk to

achieve a specific outcome, such as entry into new countries

that offer growth opportunities.

The key principles underpinning the Group's risk appetite are:

– Risk appetite needs to be measurable, involving the use of

appropriate Key Risk Indicators (KRIs).

– Risk appetite is not a single fixed concept.

– There must be a range of appetites for the different risks

that the Group faces.

– Risk appetite must be integrated within the control culture

of the Group.

– Appetite must consider differing views at a strategic,

tactical and operational level.

– The defined risk appetite has been signed off by the Board.

Compliance with the risk appetite statement is monitored

through the Group's functional and frontline controls and

monitoring and oversight controls.

The Board will continue to review and update the risk

appetite statements to ensure they remain consistent with

the Group's strategy and environment in which we operate.

All these activities meet the Board's responsibilities in

connection with Risk Management and Internal Control set

out in the UK Corporate Governance Code 2018.

It is noted that the UK Corporate Governance Code 2024 will

apply to Weir starting 1 January 2025 except for Provision 29,

which will apply to Weir starting 1 January 2026. The Group

will report on this code in next year's annual report.

Details of the review of the internal control and risk

management systems undertaken during the year are

contained in the Audit Committee report on page 99.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 60 |
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## Risk management

### continued

Risk appetite statement

The Group is strategically positioned in markets with good long-term growth prospects. We will pursue ambitious growth targets, and we are willing to accept a higher level of risk to increase the likelihood

of achieving or exceeding our strategic priorities, subject to the parameters below.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Sustainability | |  |  |
| Risk | Risk appetite |  | Risk parameters |
| Safety, health & wellbeing | We will not undertake or pursue activities that pose unacceptable hazard or risk to the health and  wellbeing of our people or the communities in which we operate or the broader environment. |  | (i) No tolerance for breaches of Weir Group SHE Charter (ii) Target zero harm through  continuous improvement (iii) Adherence to our Health & Wellbeing Framework (iv) Active  community and environmental engagement. |
| People | We will support, develop and reward our people in keeping with local market conditions and will  encourage behaviour in line with our values and purpose. |  | No tolerance for breaches of (i) We Are Weir framework (ii) Weir Code of Conduct (iii)  Group and Divisional HR policies. |
| Climate | We will evaluate and consider material climate transition and physical risk in all major strategic  decisions and take adaptation and mitigation actions to minimise their impact. |  | We will monitor and maintain each of the following risk parameters within risk appetite:  (i) Physical (ii) Policy & legal (iii) Technology (iv) Market (v) Reputation. |
| Ethics & governance | We have no tolerance for breaches of external legal governance frameworks or internal control  systems. |  | No tolerance for breaches of: (i) Legislative/statutory requirements (ii) Weir Code of Conduct  (iii) International sanctions (iv) Delegated authority levels (v) Group & Divisional policies. |
| Growth | |  |  |
| Technology | We will ensure that we invest appropriately in R&D to both: (i) Defend our core products to protect our  installed based aftermarket annuity model and (ii) Grow our innovation technology solution offerings,  focused on addressing our customers most strategic challenges. |  | Investment of R&D resources will be consistent with our purpose and Company values. |
| Market | We will primarily operate in mining and infrastructure markets and accept the associated cyclicality,  but will seek to minimise this risk as far as possible. |  | Focus growth and investment on businesses that demonstrate a high aftermarket and  offer a technology differentiator. |
| Country presence | We are prepared to enter new countries that offer opportunities for growth consistent with our  overall strategy. We will not enter, or will exit, countries that present a high risk of harm to our  people, damage to our reputation, or breach of international sanctions. |  | No tolerance for breaches of: (i) Legislative/statutory requirements (ii) Weir Code of  Conduct (iii) International sanctions (iv) Delegated authority levels (v) Group & Divisional  policies. |
| Organic growth | We will rigorously pursue Divisional organic growth strategies to meet our market growth  objectives. |  | Investment of resources will be consistent with Divisional strategies and expected mid to  high single digit % revenue growth through cycles. |
| Capital allocation & returns | We will encourage capital expenditure in pursuit of our growth ambitions subject to Internal Rate of  Return (IRR) hurdles and capital structure targets. |  | Local country cash flow projections for investment appraisal purposes discounted at  country specific rates to account for risk weighted returns. |
| Capital structure | We are prepared to use leverage in pursuit of our growth agenda and will actively seek low-cost  debt to fund the Group but, recognising cyclicality in our end-markets, will maintain significant  headroom against our financial covenants. |  | We will seek to maintain the ratio of net debt/EBITDA between 0.5 and 1.5. We may exceed  this range in the short term for M&A activity but will seek to return to this range within a  12-18 month period. |
| Margins | |  |  |
| Returns & profitability | We will not pursue growth at all costs; however, we expect high margins, strong returns on capital  and working capital discipline together with cash generation. |  | Short-term margin dilution is acceptable in gaining market entry but, over the cycle, we  aim for 20% operating margin in 2026.  Targeting free operating cash conversion of 90-100% over the medium term. |
| Resilience | |  |  |
| Information security  & cyber | We have no tolerance for material cyber security incidents that impact our ability to operate as a  business, damage our reputation or lead to financial penalties. |  | No tolerance for breaches of Group cyber security policies or Group security and  education training. |
| Returns | |  |  |
| Mergers & acquisitions | We will actively pursue M&A opportunities that enhance our strategic platform subject to meeting  investment criteria. |  | Post-tax returns should exceed our cost of capital within three years of the acquisition. |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 61 |
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## Risk management

### continued

Risk management

The Group’s risk management and internal control

frameworks remain a core element of its Governance model.

Our Risk Management Policy defines how we expect risks

to be identified, assessed and managed throughout

the organisation.

Risks are assessed and quantified in terms of impact and

likelihood of occurrence, both before and after control

mitigation. Assessing the gross risk before control mitigation

allows the business to review the relative impact of the

existing controls by comparing the gross and net risk

assessment. Also, it allows the business to avoid expending

resources on mitigating controls and actions, which have

a negligible impact on the risk assessment.

The impact of risks is quantified across a range of factors

including financial; strategy; reputation; people and property;

ability to perform services; regulation; safety, health and

environment; investors; and funding. The Risk Management

Policy includes defined criteria for each risk impact all the way

up to Group-level assessments, thereby providing an

integrated bottom-up and top-down approach to

risk management.

Ultimately, the Board is responsible for the Group’s risk

management and internal control framework. It has set out

the decisions, and hence the level of risk, which can be

delegated to the Group Executive and Divisional and

operational company management without requiring

escalation. This is articulated in a series of Group policies

and delegated authority matrices, as well as the parameters

within the approved risk appetite statement. The Board and

Committee structure can be viewed on page 80.

The bottom-up risk reporting approach requires key risks

identified and reported at project level to be escalated to

the operating company management, which in turn may

be escalated to Divisional management, and ultimately to

the management-level Risk Committee and the Board.

This is achieved through risk dashboard reports, which are

maintained at Divisional and Group levels. The dashboards

provide a summary of the major gross risks at each

respective level, as well as a summary of the key controls

and actions and resulting net risk, and any further risk

mitigation actions required.

The Risk Committee has oversight of the Group risk

dashboard, along with a routine review of key controls

identified to manage each risk and the sources of

controls assurance.

The Board obtains assurance over risks and risk management

through the internal control framework. More information on

the internal control framework can be found within the

Corporate Governance report on page 90 and within the

Audit Committee report on pages 99-112.

Group Risk Committee

The primary purpose of the Group’s Risk Committee is to

assist the Board in its oversight of the effectiveness of the risk

management framework. It performs its role through:

– Having an overview of the key risk issues identified across

the Group;

– Ensuring that the Group risk dashboard remains relevant

on an ongoing basis;

– Reflecting the Group's risk appetite against those

identified risks.;

– Overseeing and, where necessary, directing the effective

design and operations of the Group's governance, risk

management and internal control framework; and

– Ensuring that there is adequate enterprise-wide processes

and systems for identifying and reporting emerging risks.

The Group Risk Committee convened three times in 2024

and was chaired by the Chief Financial Officer, supported by

Head of Risk. This schedule aligned with the triannual risk

updates provided to the Board. The full responsibilities of the

Committee are captured on page 62.

Emerging risks

The proactive management of emerging risk and opportunity

is regarded as a key priority for the Group, which will only

continue in importance given the ever evolving global

operating environment.

By their nature, emerging risks are deemed to be different

from our identified principal risks due to their characteristics

of ambiguity, uncertainty, volatility and difficulty to define

and quantify.

There is an acknowledgement, however, that they have the

potential for both significant strategic impact and

opportunity to create competitive advantage.

To continue to promote agility against these threats and

further strengthen our business resilience, a deep dive

emerging risk session was conducted with the Board over the

course of the year, with the priority areas identified already

aligned with the Group's principal risks.

This emerging risk review consistently highlighted the crucial

connection between the geopolitical risk landscape and the

global economic outlook. Both factors were recognized for

their significant potential to influence the Group's overall

strategy over the next decade.

Adopting this process allows the Board to remain alert to

both the internal and external emerging risk landscape and

the ability to respond and adapt accordingly.

|  |  |
| --- | --- |
|  |  |
| à Read more | |
|  |  |
| Risk appetite statement | See page 60 |
| Corporate Governance report | See page 73 |
| Audit Committee report | See pages 99-112 |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 62 |
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## Risk management

### continued

Risk management roles and responsibilities

The key roles and responsibilities for risk management are set out below.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | Group | Risk management responsibilities |  |
| Third line of defence  u | Board  Overall responsibility for the Group’s risk  management and internal control frameworks, and  strategic decision within the Group. | – Annual review and ongoing monitoring of the effectiveness of the risk  management and internal control frameworks.  – Annual review of the Group’s risk appetite.  – Assessment of the Group’s principal and emerging risks. | – Twice a year receive a report from the Risk Committee that sets out the  current assessment of each principal risk, the effect of mitigating controls  on each risk, the direction of travel of each risk versus the prior year, the  extent to which each could potentially impact the Group’s strategic goals  and any relevant findings relating to significant control failings or  weaknesses that have been identified.  – Taking decisions in accordance with the delegated authority matrices. |
| Audit Committee  Delegated responsibility from the Board to review the  effectiveness of the Group’s risk management  and internal control frameworks. | – Annual assessment of the effectiveness of the risk management and  internal control frameworks.  – Review of reports from management and internal and external auditors. | – Review of the results from the six-monthly self-assessment  compliance scorecards. |
| Second line of defence  u | Group Executive  Executive Committee with overall responsibility for  managing the Group to ensure it achieves its  strategic objectives. | – Managing risks that have the potential to impact the delivery of the  Group’s strategic objectives.  – Monitoring business performance, in particular, key performance indicators  relating to strategic objectives. | – Taking strategic decisions in accordance with the delegated authority  matrices.  – Escalating issues to the Board as required. |
|  | Group Risk Committee  Management Committee responsible for  governance of the Group’s Risk Management  Policy and framework. | – Review of the design and operation of the Group’s Risk Management Policy  and framework.  – Identification and assessment of the key risks facing the Group,  identification of the key controls mitigating those risks and identification of  further actions where necessary.  – Identification and review of emerging risks and opportunities.  – Review of the Divisional risk dashboards, considering the appropriateness  of management’s responses to identified risks and assessing whether  there are any gaps. | – Review of the Divisional risk dashboards, considering the appropriateness  of management’s responses to identified risks and assessing whether  there are any gaps.  – Reporting key Group and Divisional risks to the Board. |
|  | Chief Executive’s Safety Committee  Safety Committee with responsibility to set and  monitor the Group’s Safety, Health and Environmental  (SHE) principles, priorities and actions. | – Executive Committee representation to drive improvements in our safety  performance throughout the Group.  – Champion the Group’s SHE Charter, reinforcing our commitment to  maintaining a zero harm workplace. | – Ensure the strategy for SHE improvements is comprehensive, risk-based,  deliverable and balanced and built on best practice from peers, customers  and suppliers. |
|  | Management Committees  Several management-led committees, some of  which are known as Excellence Committees. These  Committees cover a wide range of subject areas  relevant to the Group and delivery of its strategy  objectives including safety, sustainability, technology,  and inclusion, diversity and equity. | – Monitoring the management of key risks across the Group associated with  the respective remits of the Management Committees.  – Monitoring performance and compliance with Group objectives, policies  and standards related to the respective remits of the Management  Committees.  – Taking decisions in accordance with the delegated authority matrices. | – Escalating issues to the Group Executive as required.  – Reviewing the results from relevant assurance activities.  – Design and administration of the Group’s compliance programme  covering core areas including anti-bribery, anti-corruption, anti-trust,  privacy, trade controls and human rights. |
| First line of defence  u |  | Divisional management  Responsible for managing the businesses within the  Divisions to ensure Divisional strategic objectives are  achieved and there is compliance with Group  policies and standards throughout their Division. | – Identifying and managing risks that have the potential to impact the  delivery of the Division’s strategic objectives.  – Monitoring performance and compliance with Group objectives, policies  and standards within the Divisions and with regard to the outputs from the  Excellence Committees. | – Taking decisions in accordance with the delegated authority matrices.  – Escalating issues to the Group Executive as required.  – Reviewing the results from relevant assurance activities. |
|  | | | | |
| Operating Company management  Responsible for ensuring company objectives are  achieved and business activities are conducted in  accordance with Group policies and standards. | – Identifying and managing risks that have the potential to impact the  delivery of their Company’s strategic objectives.  – Monitoring performance and compliance with Group objectives, policies  and standards within their Company. | – Taking decisions in accordance with the delegated authority matrices.  – Escalating issues to Divisional management and Excellence Committees  as required.  – Reviewing the results from relevant assurance activities. |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 63 |
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## Principal risks and uncertainties

As in any business, there are risks and uncertainties that

could impact the Group's ability to achieve its strategic

objectives. Our risk management and internal control

frameworks are designed to make this less likely by clearly

identifying and seeking to mitigate the key risks.

During the year, the Board conducted a robust assessment

of the Company's emerging and principal risks, alongside the

risk appetite statements set out on page 60, meeting the

Board's responsibilities in connection with risk management

and internal control requirements in the UK Corporate

Governance Code. Each of the principal risks is assigned an

owner from among the Board or Group Senior Management

team, and a detailed review of each principal risk has been

completed in the year.

The Group's risk dashboards were reviewed, and validity of

the existing prior year principal risks were reassessed, and

consideration was given as to whether any new principal risks

have emerged, or certain risks are no longer considered to

be a principal risk. This review resulted in changes being

made to the principal risks in 2024.

The identified principal risks were subjected to a detailed

assessment based on the following considerations:

– Potential severity of each risk relative to the Group's stated

risk appetite.

– Existence and effectiveness of actions and internal controls

that serve to mitigate the risk.

– The overall effectiveness of the Group's control

environment, including assurance and any identified

control weakness.

– The extent to which each of the principal risks could impact

the Group's viability in financial or operational terms, due to

their potential effects on the business plan, solvency,

reputation or liquidity.

The principal risks set out on pages 63-70 are those that

we believe to have the greatest potential to impact our ability

to achieve the Group's strategic objectives, or which have

the greatest potential impact on the Group's solvency,

liquidity or reputation.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | | |
| Key Strategy | | |

![]()

![Risk_KeyGraphic.png]()

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Political & social |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Description  Adverse political action, or political and social pressures, in territories in which we operate may result in strategic, financial or personnel loss to  the Group. | | |  | Risk trend  Risk_TrendNoChangeArrow.png | Risk owner:  Chief Legal Officer | Impact on strategy |  |
|  |  |  |  |  |  |  |  |  |
|  | Why we think this is important  The Group's global operations face ongoing political and social  volatility, which is expected to persist through 2025.  Geopolitical tensions and new challenges will influence technology,  sustainability, demographics, and macroeconomics.  We must act quickly to protect our people and property and adjust to  regulatory changes that may affect our competitiveness and return on  capital employed. |  | How we are mitigating the risk  Active and positive engagement with various governments, elected  representatives, and trade and industry bodies enables the Group to  influence policy decisions and address specific concerns effectively.  Our strategic planning process facilitates regular assessments of  market attractiveness, while also aiding in the forecasting of potential  political and social instability within the regions where we operate.  By combining risk horizon scanning with third-party intelligence from  risk consultants, the Group is able to maintain flexibility and develop  appropriate contingency and exit strategy plans. |  | Key changes during 2024  Given the ongoing levels of uncertainty this risk remained high on the  Group's radar.  Amid global fragmentation and geopolitical uncertainty, the Group  continued focusing on enhancing its resilience throughout the year,  while also monitoring potential opportunities arising from such volatility.  The Group implemented several key risk initiatives, including improving  crisis response protocols and conducting comprehensive geopolitical  risk assessments. These assessments continued to differentiate  between near-term exposures and longer-term strategic risks due to  their different potential impacts.  The impact and likelihood of this risk is assessed to have remained  constant during the year.  Due to ongoing uncertainty, this risk remained a priority for the Group. | | |  |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 64 |
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## Principal risks and uncertainties

### continued

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Technology | | | | | | | |
|  |  |  |  |  |  |  |  |  |
|  | Description  Failure of the Group to embrace technology, innovate and continue to develop and invest in both our core and next generation solutions and  services for our customers, leaves the Group's market-leading positions and ability to deliver on growth ambitions exposed. | | |  | Risk trend | Risk owner:  Chief Strategy &  Sustainability Officer | Impact on strategy  Risk_ImpactedCircle.png |  |
|  |  |  |  |  |  |  |  |  |
|  | Why we think this is important  We need to continue to drive innovation across the Group through  investment in talent and collaboration with research partners, thus  ensuring there is a sustainable and evolving product offering  leveraging new and adjacent technologies.  Failure to achieve this could rise to the following:  – An inability to give sufficient priority to outer horizon technology  leading to an under investment/delayed development to meet  our medium to long-term performance goals.  – Failure to identify and mitigate potentially disruptive technology  trends as they appear in mining or adjacent industries.  – Failure to leverage our deep customer/market insights to develop  products and solutions that meet the most strategic needs of our  customers and other stakeholders.  – Failure to adapt our business model to capture economic value/  prevent economic loss from technological advances.  – Failure to leverage new technology to reduce costs/improve our  own operational performance.  – Failure to develop, attract and retain the talent and strategic R&D  partnerships.  – Failure to capture climate transition opportunity/mitigate risk via  our technology offering. |  | How we are mitigating the risk  Continued investment in our technology strategy aligned on smart,  efficient and sustainable priorities. Targeting R&D minimum spend of  2% of revenue in each financial year.  Use of new emergent technologies radar software/process with  embedded AI scanning capability to assess potential risks and  opportunities.  Strong governance around intellectual property and new material/  product launches.  Evolving WARC (Weir Advanced Research Centre) model with  strategic international research, academic and technology scanning  partnerships and funding.  Continued uplift in our AI/Digital capability (people, process, data and  technology) supported by our strategic acquisition and partnership  strategies. |  | Key changes during 2024  We further enhanced and embraced our AI-driven disruptor  fore-sighting, technology scouting, and customer scanning capabilities.  These improvements are now hosted on a single, unified platform,  streamlining our approach and maximising efficiency.  We leveraged our new branding initiative to continue to build multi-level  relationships in key mining customers and other sector stakeholders to  drive even greater technology transformation adoption.  The impact and likelihood of this risk is assessed to have remained  constant during the year. | | |  |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 65 |
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## Principal risks and uncertainties

### continued

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Value chain excellence | | | | | | | |
|  |  |  |  |  |  |  |  |  |
|  | Description  Failure to achieve value chain excellence improvements and the associated reduction in costs and enhanced capital efficiency. | | |  | Risk trend  Risk_TrendNoChangeArrow.png | Risk owner:  Divisional Presidents | Impact on strategy |  |
|  |  |  |  |  |  |  |  |  |
|  | Why we think this is important  An effective and efficient value chain is fundamental to the Group in  maintaining its competitive advantage and continuing to create and  deliver for its customers.  Failure of the Group to drive improvements in its value chain  management presents the following risks:  – Loss of opportunity to meet our customers' needs in terms of product  volume, quality and delivery, resulting in a loss of reputation and sales.  – Failure to optimise our inventory inhibits the Group's investment  strategy and creates slow-moving and absolute inventory, ultimately  impacting our operating profit and cash conversion.  – Failure to effectively manage inflationary increases in procurement  costs as commodity prices increase leads to a reduction in our cost  competitiveness and/or margins.  – Failure to develop organisational capability to sustain and improve  operational performance results.  – Failure to create a scalable operating platform hampering value  realisation from existing businesses and future M&A synergies. |  | How we are mitigating the risk  Regular KPI monitoring of the value chain throughout the organisation.  Value Chain Excellence initiatives operate throughout the Group to  drive improvements, including expanding production in best cost  countries.  The Group’s forward purchase commitments are being closely  monitored to manage inventories at levels appropriate to market  conditions.  Our credit risk management procedures are under continuous  appraisal and review.  We regularly monitor market activity to ensure we remain  competitive.  Improved demand planning and forecasting, including sales and  operations planning.  Realising value from shared service initiatives. |  | Key changes during 2024  Progress within our Performance Excellence programme continues at  pace and is ahead of our ambitions for cumulative absolute savings.  During the year, we recognised the benefits of projects launched at the  start of the programme including the consolidation of several Minerals  manufacturing facilities in the US and APAC as well as optimisation of  our Australian service centre and Latin American distribution footprints.  Adoption of our new lean programme, Weir Integrating Network System  (WINS), in Minerals contributed to the largest savings during the year,  driving a reduction in overall material cost as well as quality  improvements.  We opened our new ESCO foundry in Xuzhou, China, the most efficient  in our network, ensuring that we remain highly responsive to demands  from within our own supply chain.  Our value chain excellence risk was deemed stable over the course of  the year. | | |  |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 66 |
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## Principal risks and uncertainties

### continued

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Safety, Health & Wellbeing | | | | | | | |
|  |  |  |  |  |  |  |  |  |
|  | Description  Failure to adequately protect our people and customers from harm presents a significant threat to the physical and mental wellbeing of the  Group's existing and available workforce, leading to a resultant impact on productivity and our ability to meet customer demands and  expectations. | | |  | Risk trend | Risk owner:  Chief People Officer | Impact on strategy |  |
|  |  |  |  |  |  |  |  |  |
|  | Why we think this is important  At Weir, the subject of Health, Safety, and Wellbeing stands as a  cornerstone of our operational philosophy and corporate culture.  The wellbeing of our employees, customers, and communities is  paramount and integral to our success. Ensuring a safe and healthy  work environment fosters a positive and productive atmosphere,  which in turn enhances our overall performance and sustainability.  Our robust Health and Safety framework enables us to mitigate risks,  prevent incidents, and promote a culture of continuous improvement.  It is through this relentless pursuit of excellence that we strive to  eliminate workplace injuries and provide a supportive environment  where every individual can thrive. |  | How we are mitigating the risk  Weir has implemented robust health and safety policies that serve as  the foundation for its risk mitigation efforts. These policies are  designed to comply with international standards and industry best  practices, ensuring a consistent approach across all operations.  Weir has adopted globally recognised occupational health and safety  management systems, such as ISO 45001. These systems provide a  structured framework for managing health and safety risks, enabling  Weir to identify hazards, assess risks, and implement effective control  measures.  Weir monitors and reports on its health, safety, and wellbeing  performance using key performance indicators (KPIs) and metrics.  Regular audits and reviews are conducted to identify areas for  improvement and ensure compliance with established standards.  Weir offers a range of wellbeing programs designed to promote a  healthy work-life balance. These programs include fitness and  wellness activities, mental health support services, and flexible  working arrangements. Employees are encouraged to participate in  these programs to enhance their overall wellbeing. |  | Key changes during 2024  In 2024, the Group implemented several key initiatives to enhance the  safety, health, and wellbeing of its employees:  – Enhanced Safety Protocols: New safety measures were introduced,  including regular training sessions, updated emergency response  procedures, and the installation of advanced safety equipment.  – Health Programmes: Comprehensive health programmes were  launched, offering employees access to health screenings, wellness  workshops, and mental health support services.  – Wellbeing Initiatives: The Group expanded its wellbeing initiatives by  providing resources for stress management, promoting work-life  balance through flexible working hours, and offering recreational  activities and fitness programs.  – Employee Support Systems: A new employee assistance program  (EAP) was introduced, providing confidential counselling and support  services for personal and professional challenges.  – Increased Communication: Efforts were made to improve  communication channels, ensuring that employees are well  informed about available health and safety resources and  encouraged to provide feedback on these initiatives.  These changes reflect the Group's commitment to creating a safer,  healthier, and more supportive work environment for all its employees.  The impact and likelihood of this risk is assessed to have remained  constant during the year. | | |  |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 67 |
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## Principal risks and uncertainties

### continued

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | People |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Description  Failure of the Group to develop a strong talent development system and culture, necessary to attract and develop the very best talent and  capabilities needed to execute our strategy. | | |  | Risk trend  Risk_TrendNoChangeArrow.png | Risk owner:  Chief People Officer | Impact on strategy  Risk_ImpactedCircle02.png |  |
|  |  |  |  |  |  |  |  |  |
|  | Why we think this is important  Our people represent our biggest asset and so the ability of the  Group to attract, develop and retain talent and build capability at the  pace required is fundamental to the delivery of the Group's strategic  objectives.  Our ambition to foster an inclusive, diverse and equitable workforce  that increasingly reflects the diversity of the markets in which we  operate is key to creating a purpose-driven culture where we can all  do the best work of our lives. |  | How we are mitigating the risk  Promotion of the Weir Group values and behaviours, Code of Conduct  and HR policies sets the standards and expectations for all our staff,  reinforcing our stated commitment to attracting and retaining the  very best people.  High performer assessments are undertaken to identify and develop  our very best talent.  Talent development and succession plans are in place and  periodically reviewed for all of our key management.  Personal development plans are set and reviewed for the effective  development of all our staff.  We continue to offer competitive compensation and benefits  packages. |  | Key changes during 2024  The launch of our new senior Inclusion, Diversity and Equity (ID&E)  Steering Committee in the year marked a significant step forward in our  journey to create a workplace where diversity is celebrated, and equity  is inherent in all our practices.  Comprising a panel of leaders across the  business, the Steer Co is spearheading initiatives aimed at embedding  ID&E principles into all facets of our operations, ensuring that every voice  is heard and valued.  To further enhance the depth, diversity, and quality of its people, the  Group has developed and introduced a series of succession planning  metrics into its balanced scorecard process. This initiative is aimed at  ensuring a strategic approach to talent management, fostering a  culture of continuous development, and securing the future leadership  pipeline.  Over the course of the year, our people risk was assessed as remaining  stable. | | |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Market | | | | | | | |
|  |  |  |  |  |  |  |  |  |
|  | Description  Changes in key mining markets, including commodity prices and macroeconomic conditions, have an adverse impact on customers'  expenditure plans. Fundamental market structure changes could alter the long-term economics of the business. | | |  | Risk trend | Risk owner:  Chief Financial Officer | Impact on strategy |  |
|  |  |  |  |  |  |  |  |  |
|  | Why we think this is important  The Group acknowledges the market risks posed by ongoing electoral  upheavals around the globe, which may precipitate further  macroeconomic disturbances and an increase in protectionist  policies.  These political shifts have the potential to exacerbate uncertainties in  the market, leading to a risk of short-term market contraction.  Additionally, we recognise that heightened inflationary pressures  combined with lower commodity pricing could contribute to  increased caution among customers.  Such dynamics may disrupt logistics flows and influence the balance  of supply and demand within the commodity market. |  | How we are mitigating the risk  The Group’s aftermarket-focused business model and emphasis on  enhanced technology aim to reduce costs and improve efficiency,  helping to mitigate the risk of future downturns.  The Group's strategic planning process uses extensive market  intelligence to aid in forecasting opportunities and declines in  markets. |  | Key changes during 2024  Although global inflationary pressures and interest rate challenges  persisted, showing slight reductions in 2024, the Group continued to  navigate these with resilience. Through strategic initiatives and  operational excellence, we were successful in our continued journey of  growth and margin expansion.  Reflecting these key mitigation initiatives, our market risk was assessed  as remaining flat. | | |  |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 68 |
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## Principal risks and uncertainties

### continued

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Climate | | | | | |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Description  Failure to adapt to, and mitigate, climate change and the associated impact on our current or future business. | | |  | Risk trend  Risk_TrendIncreasingArrow.png | Risk owner:  Chief Strategy &  Sustainability Officer | Impact on strategy  Risk_ImpactedCircle.png |  |
|  |  |  |  |  |  |  |  |  |
|  | Why we think this is important  Failure to adapt, manage and embrace the challenges and  opportunities presented by climate change could have a significant  impact on Weir, our people, our customers and our supply chains.  Physical risk exposures, both acute and chronic, can be characterised  by extreme weather events including floods, wildfires, heatwaves,  storms and rising sea levels that could threaten not only our own  operations, but also exacerbate geopolitical and social tensions  should these events lead to forced migration or displacement of  communities in certain regions.  The world's climate challenge and transitioning to a low carbon  economy brings with it significant opportunity for the Group. However,  failure to innovate and deliver smarter, more efficient and sustainable  solutions for our customers and, at the same time, effectively manage  our own footprint, could give rise to a number of risks ranging from  political and legal challenges, shifts in market demands and changes  in customer or community perceptions. |  | How we are mitigating the risk  Sustainability strategy developed via extensive multi-stakeholder  materiality assessment encompassing Environmental, Social and  Governance (ESG) areas.  CO2e reduction strategy prioritised and being executed in both our  own operations and those of our customers and supply chain.  Deliver sustainable Weir – Reduce our footprint priority with Science  Based Target (SBTi) aligned scope 1&2 CO2e reduction target being  delivered via combined efficiency improvements and renewable  supply optimisation.  Accelerate sustainable mining – Use less energy priority with SBTi-  aligned scope 3 CO2e reduction target and avoided emissions  approach.  We are continuing strong engagement with stakeholders in this area. |  | Key changes during 2024  We have continued to embed our refreshed sustainability strategy to  deliver sustainable Weir and work in partnership with customers to  accelerate sustainable mining.  We have made great progress against our 2030 scope 1&2 SBTi targets  and are well on track to deliver our target to reduce these emissions by  30% versus a 2019 baseline.  We are actively mapping our performance against future non-financial  reporting regulations, to help us prepare to meet International  Sustainability Standards Board (ISSB) and EU Corporate Sustainability  Reporting Directive (CSRD) requirements over the coming years. To help  us prepare for implementation, our focused approach is designed to  ensure we place our best efforts on the most material impacts, risks and  opportunities.  Overall, net weighting of this risk was increased marginally in 2024, in  recognition of the heightened frequency and diminishing predictability  threat that climate change is posing to our own and our customers'  assets. | | |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Digital | | |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Description  Failure to exploit 'digitalisation' opportunities impacting the Group's ability to meet evolving customer expectations. | | |  | Risk trend | Risk owner:  Chief Information  Officer | Impact on strategy |  |
|  |  |  |  |  |  |  |  |  |
|  | Why we think this is important  To meet the needs of our customers, the ambitions of the business  and the expectations of an increasingly digital world, Weir must  prioritise and accelerate its digital evolution.  Failure to do so will negatively impact Weir's market position along  with our ability to attract the people, skills and investment needed as  a premium mining technology business.  If we fail to implement a holistic, digitalised ecosystem and culture  quickly and effectively, competitors, who successfully embed  digitalisation, will benefit and increase their market share.  Embracing digital solutions is becoming crucial for businesses to  maximise their digital investments, meet evolving customer  demands, and stay competitive in the market. |  | How we are mitigating the risk  The Digital Steering Group oversees our Digital Strategy and Roadmap  with annual updates and regular reviews to ensure strategic  alignment and delivery.  Through our Performance Excellence programme, we are scaling Agile  via our digital product operating model. This, along with our digital  and data community of practices, continues to optimise our digital  fitness, capabilities, and talent management.  In alignment with our Digital Roadmap, the Group's operations  continue to collaborate on the strategic planning necessary to  prioritise investment in the digital architecture and foundations  required to support the delivery of our roadmap. |  | Key changes during 2024  In 2024, the Group made significant progress in delivering customer  digital propositions and scaling enabling technology.  We continued to invest in technology for sustainable mining through  the maturing of our investment in our Motion Metrics and SentianAI  businesses.  We launched and continue to scale our Data and AI governance  platform (Collibra), to support our extensive use of data and AI, while  ensuring continued compliance with evolving regulations. Embracing AI  solutions to enhance productivity across the business will continue to  be a key area of investment through 2025.  Over the course of the year, this risk was assessed as remaining stable. | | |  |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 69 |
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## Principal risks and uncertainties

### continued

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Ethics & governance | | | | | | | |
|  |  |  |  |  |  |  |  |  |
|  | Description  Interactions with our people, customers, suppliers and other stakeholders are not conducted with the highest standards of integrity and in  accordance with Group policies and procedures, which devalues our reputation. | | |  | Risk trend | Risk owner:  Chief Legal Officer | Impact on strategy  Risk_ImpactedCircle02.png |  |
|  |  |  |  |  |  |  |  |  |
|  | Why we think this is important  We are unwilling to accept dishonest or corrupt behaviour from our  people, or external parties working on our behalf, while conducting  our business.  If we fail to act with integrity, we are at risk of:  – Reputational damage leading to a loss of business opportunity.  – Increased scrutiny from regulators.  – Legal action from regulators, including fines, penalties and  imprisonment.  – Exclusion from markets important for our future growth.  – Failure to meet required social standards to maintain licence to  operate in our communities.  We expect all areas of the business to do the right thing and conduct  business in compliance with applicable laws, Weir Group policies and  procedures, and the highest ethical standards. |  | How we are mitigating the risk  The Weir Code of Conduct, along with Group policies, guides our  business operations. We provide regular training through various  methods including town hall sessions and online courses. We  continuously monitor the effectiveness of our risk management and  internal control frameworks. Internal Audit regularly reviews anti-bribery,  corruption, and financial controls across the Group. The Group  Compliance function manages our global compliance programme  and collaborates with Internal Audit to ensure adherence. An Ethics  Hotline is available for staff and the public, with timely investigations  and reports submitted to the Group Executive and Board. |  | Key changes during 2024  In 2024, the Group's compliance team implemented several key  initiatives to bolster ethical standards and regulatory compliance,  including:  – The deployment of awareness training in relation to the new failure  to prevent fraud offence.  – The delivery of updates to both our Human Rights Policy and human  rights risk assessment process.  – A continued focus on our approach to Modern Slavery, which  contributed to a positive impact on our corporate mental health  benchmark (CCLA) assessment, where the Group was recognised as  the “top improver” among its UK large company peers in 2024.  Risk remained stable across the year. | | |  |

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|  |  |  |  |  |  |  |  |  |
|  | Information security & cyber | | | | | |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Description  Failure to adequately protect Weir from cyber-enabled fraud and other information security risks that can lead to operational disruption,  reputational damage, regulatory fines and/or financial impacts. | | |  | Risk trend | Risk owner:  Chief Information  Officer | Impact on strategy |  |
|  |  |  |  |  |  |  |  |  |
|  | Why we think this is important  Weir's global operations are heavily reliant on IT systems, tools and  infrastructure. As the scale, frequency and impact of cyber attacks  continue to evolve and increase, we recognise the significant risk this  poses to Weir and its people, and take appropriate steps to mitigate  these threats.  Weir is part of an integrated, complex supply chain, with each  member of the supply chain managing the risk of exposing each  member of the supply chain to their vulnerabilities.  Artificial intelligence powered threat actors increase the risk of  advanced hacking tools and cyber fraud, utilising techniques like  voice cloning and deep fake impersonations. |  | How we are mitigating the risk  We have an IT governance framework that underpins our technology  operations. The IS&T Risk and Assurance Board provides assurance  and oversight of our security posture across the business, approves  policy control and assessments in relation to cyber risk and  information technology/operational technology security.  Security incidents are managed by the cyber security operations  team and serious incidents are reported to the Group Executive.  Internal and external audits also take place regularly, providing  additional governance and resilience to our controls, as well as  highlighting opportunities to make further improvements.  We run bespoke cyber security education and awareness campaigns  throughout the year to ensure colleagues are equipped with the  knowledge and confidence they need to use technology safely and  securely.  Our technology enterprise architecture and cyber security strategy  roadmap continue to deliver improvements across the business that  will help reduce the impact of any future cyber incidents. |  | Key changes during 2024  The annual cyber security training was updated to be a bespoke training  course using testimony from staff to embed key cyber security good  practice. There was also a bespoke and targeted training course for the  users of our most privileged accounts.  The half-yearly assurance of our cyber security controls has been  updated to reflect operating model changes and new questions to  embed the next level of control assurance.  New cyber security policies were introduced, and policies were  consolidated to make policy adherence easier for staff.  Over the course of the year, our information security & cyber risk was  assessed as stable. | | |  |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 70 |
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## Principal risks and uncertainties

### continued

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Competition | | | | | | | |
|  |  |  |  |  |  |  |  |  |
|  | Description  Increasing presence of low-cost competitors with improving quality in our end-markets leads to significant pricing pressure and margin  deterioration. Disruptive technologies, or new entrants with alternative business models, could also reduce our ability to sustainably win future  business, achieve operating results and realise future growth opportunities. Continuing threat from third-party replicators. | | |  | Risk trend  Risk_TrendNoChangeArrow.png | Risk owner:  Divisional Presidents | Impact on strategy |  |
|  |  |  |  |  |  |  |  |  |
|  | Why we think this is important  Continued presence of low-cost competitors with improving quality  in our end-markets leads to significant pricing pressure and  margin deterioration.  Alternatively, increased competition forces a continual release of  longer wear life products, resulting in maintaining market share, but  cannibalising our sales volumes with difficulty in realising commercial  benefits. |  | How we are mitigating the risk  Horizon scanning for competitor threats, including patent searches  and applications.  Technology solutions with differentiation on engineering expertise,  aftermarket service and total costs of ownership.  Continued development of operational efficiency and improvement  plans.  Continued investment in core product design, process and materials  that provide high value. |  | Key changes during 2024  In 2024, we continued to focus on fostering strategic product alliances  with key customers to enhance our product offerings and strengthen  long-term relationships. Some of these key initiatives and collaborations  included:  – The Group engaging strategically with customers and key accounts  to ensure our products continued to meet evolving needs and  directly linking into product roadmaps updates and influencing R&D  activities.  – Maintaining strong governance around IP and patent protection in  order to safeguard innovations from infringement. This included the  introduction of a New Product Introduction (NPI) process for each  division.  – Launch of our new customer-centric brand strategy designed to  position the Group as the leading end-to-end technology solutions  partner for customers, supporting them in the transition to smart,  efficient, and sustainable mining.  Over the course of the year, this risk was assessed as remaining stable. | | |  |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 71 |
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## Viability statement

In accordance with provision 31 of the UK Corporate

Governance Code 2018, the Directors have assessed the

viability of the Group, taking into account the Group’s current

position and the potential impact of the principal risks

documented on pages 63 to 70  of the Annual Report.

Assessment period

The Directors have determined that a three-year period to

31 December 2027 is an appropriate period over which to

provide its viability statement. The Group’s key markets are

by nature cyclical and therefore, while the Group operates

a five-year strategic planning process, market cyclicality

and the related lack of visibility over commodity prices in

particular indicate that a period of three years is appropriate.

We believe that this approach presents the Board and

readers of the Annual Report with a reasonable degree of

confidence over this longer-term outlook.

Risk assessment

The Board considered the longer-term prospects of the

Group as a mining technology leader and carried out a

robust assessment of the principal risks facing the Group,

including those that could threaten its business model, future

performance, solvency or liquidity.

While the review has considered all the principal risks

identified by the Group on pages 63 to 70, the following risks

were focused on for enhanced stress testing.

– Market volatility, modelled by applying downturn scenarios

and major customer shocks.

– Technology, digital, competition and value chain

excellence, modelled by significant loss of market share

and pricing pressure in key markets.

– Information security & cyber modelled by major site

shutdown scenarios and significant disruption to

operations as a result of a cyber incident.

– A regulatory shock scenario in response to the ethics and

governance or safety, health & wellbeing risks.

– Climate, modelled by major site shutdown scenarios as a

result of severe weather and potential downside impact on

mining revenues from certain commodities as a result of

changes in markets driven by climate action.

– Political & social risks, modelled by a major economic shock

and the impact of supply chain and commodity inflation.

The Group has delivered strong financial results in the current

year and enters 2025 with a strong order book. Activity levels

in our mining markets are positive, supported by favourable

commodity prices, and we have a clear strategy to capitalise

on the attractive long-term structural trends in our markets,

including our technology strategy to accelerate sustainable

mining. However, macroeconomic and geopolitical

uncertainty persists. Therefore, recognising these

uncertainties and the potential impact on our operations, the

Directors have also considered the longer-term prospects for

the Group as part of the overall consideration of viability.

It is acknowledged that a significant change in

macroeconomic conditions or the geopolitical landscape

would cause short-term disruption. However, these risks are

mitigated by the resilience of the Group’s aftermarket-

focused business model, the geographical spread of the

Group and the strong supply chain processes in place.

These would allow the Group to adapt and remain viable.

The impact of climate change on our operations has also

been carefully considered. The Group has made

commitments to longer-term targets to align with SBTi

requirements and has conducted scenario analysis to assess

risks and opportunities related to the transition to a low

carbon economy. There continue to be no indicators that

climate change and the steps taken to achieve these targets

will impact the viability of the Group.

Process and key assumptions

The Strategic Plan, prepared bottom-up annually and

approved by the Board, is used as the basis for the viability

modelling and is supplemented with due consideration of

current trading. The key assumptions underpinning the

Strategic Plan include continued strong demand for minerals

such as copper, gold and battery metals such as nickel and

lithium driven by electrification. This translates into supportive

commodity prices, long-term economic growth and

increasing demand for our new transformative solutions for

sustainable mining as the energy transition gathers pace.

The output of this plan is used to perform debt and

headroom profile analysis, which includes a review of

sensitivity to ‘business as usual’ risks, such as profit growth,

working capital variances and return on capital investment.

The base case has been stress tested to reflect:

i. severe but plausible downside scenario; and

ii. a highly unlikely more severe scenario.

The resulting scenarios were modelled to include a series of

individual one-off ‘shocks’, which represent the principal risks

identified, in combination with commodity price-based

market downturn scenarios. The assessment took into

consideration the potential impact on the Group’s profits and

cash flows and resulting impact on banking covenants.

The analysis indicated that the Group would be able to

comply with its current banking covenants, which are shown

in note 31 within the Group Financial Statements, and

maintain sufficient liquidity headroom within its existing

lending facilities under both scenarios. The outcome of the

modelling is supported by the following factors.

– The geographic spread of the Group’s operations helps

minimise the risk of serious business interruption or

catastrophic damage to our reputation.

– While the Group remains exposed to some cyclicality from the

markets in which it operates, it continues to have a strong

balance sheet that helps support significant liquidity.

– The Group’s ability to flex its cost base and preserve cash,

as demonstrated in 2020 with the swift actions taken in

response to Covid-19, and seen in earlier downturn years.

– While climate change actions may give rise to changes in

certain of the Group’s markets, our aftermarket-focused

and technology-differentiated business model, together

with a commodity mix biased to commodities critical to

supporting decarbonisation, gives the Group good

protection against downside risk and the ability to benefit

from opportunities in other markets.

– The Group’s ability to secure funding, most recently

demonstrated via securing the issuance of five-year

£300m Sustainability-Linked Notes in 2023, and its ability

to generate cash. In February 2024, the Group opted to

reduce the Revolving Credit Facility (RCF) from US$800m

to US$600m following strong cash generation in 2023 and

we have delivered another strong year of cash generation

in 2024. In March 2024, the Group exercised the option to

extend its RCF by one year to April 2029. The combination

of funding activity and strong cash generation provides

the Group with improved levels of liquidity over an

extended maturity profile.

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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 72 |
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## Viability statement

### continued

These factors are considered critical in protecting the Group’s

viability in the face of adverse economic conditions and/or

the additional risks highlighted.

Review process

The Audit Committee, on behalf of the Board, have reviewed

the underlying processes and key assumptions underpinning

the viability statement. While this review does not consider all

of the risks that the Group may face, the Board considers that

this stress testing based assessment of the Group’s

prospects is reasonable in the circumstances of the inherent

uncertainty involved.

Confirmation of viability

Based on this assessment, the Directors confirm that 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 to 31 December 2027.

The Strategic Report covering pages 1 to 72 of this

Annual Report and Financial Statements 2024, has been

approved by the Board of Directors in accordance with the

Companies Act 2006 (Strategic report and Directors’ report)

Regulations 2013.

On behalf of the Board of Directors

|  |
| --- |
|  |
| JenHaddouk.png |
| Jennifer Haddouk  Company Secretary |
| 27 February 2025 |

|  |  |  |  |  |  |  |  |  |
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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 73 |
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|  |  |  |  |  |  |  |  |  |

## Introduction from the Chair

|  |
| --- |
|  |
|  |

#### In 2024 our robust governance

framework supported delivery of

#### our strategic objectives through

#### consistent operational performance

#### by the business."

Barbara Jeremiah

Chair

Dear shareholder,

On behalf of the Board, I am pleased to present the

Corporate Governance report for the year ended

31 December 2024.

Strategic focus and our governance framework

This report provides details about the Board and its

Committees including our dedication to guiding our

management team in formulating and delivering on our

strategic plan and business model to drive growth and

secure the long-term success of the business. Our

governance framework, described in more detail on page 80,

promotes robust corporate governance processes and

ensures we have the right resources in place for the Group

to meet its key objectives and milestones and measure

performance against them. You can read more about some

of the Board's most important decisions in 2024, on page 82.

Stakeholder engagement

The Board is committed to understanding the views of the

Company’s stakeholders to inform our decision-making

process. This year, we held a range of investor and

shareholder meetings on a variety of different topics, and we

look forward to further dialogue at our Annual General

Meeting on 24 April 2025. The Board also maintains a variety

of effective engagement channels with our employees

around the world, as described in more detail on pages 84 to

86. We have also spent time engaging with other

stakeholders across our business. You can read more about

our stakeholder engagement on page 87, and how these

engagement processes informed our decision-making in

2024 on page 82.

Board changes

During the year, there were a number of changes to the

Board’s composition. As set out in our Annual Report last year,

Andy Agg was appointed in February 2024 and our new Chief

Financial Officer, Brian Puffer, joined on 1 March 2024. Their

technical expertise of leading transformation programmes

has been highly beneficial during this year particularly in

delivering on our strategic agenda. I was also delighted to

welcome Nick Anderson as a new Non-Executive Director in

May 2024.

Nick has a wealth of experience as a leader in international

engineering and manufacturing operations. His skills and

knowledge in growing global businesses have already been a

great asset. You can read more about Nick’s appointment

process in the Nomination Committee report on page 93.

We also said goodbye to Srinivasan Venkatakrishnan, Sir Jim

McDonald and Stephen Young during 2024. I would like to

thank each of them for their valuable contributions to the

Board over the course of their respective tenures.

Board effectiveness

At the end of 2024, the Board and its Committees were

evaluated with assistance from Lisa Thomas of Independent

Board Evaluation to ensure that we continue to operate as

effectively as possible and to provide opportunities for

further enhancements in 2025. You can read more about the

effectiveness review process, as well as an update on

progress against our objectives for 2024 and our points of

focus for the year ahead, on page 89.

On behalf of your Board, I confirm that we consider that this

Annual Report, taken as a whole, is fair, balanced and

understandable and provides the information necessary to

assess the Company’s position, performance, business

model and strategy.

|  |
| --- |
|  |
| Barbara Jeremiah Signature April 2022 final.png |
| Barbara Jeremiah  Chair |
| 27 February 2025 |

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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 74 |
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## Governance at a glance

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | Navigating our Corporate Governance disclosures | |  |
|  |  | Pages |  |
|  | Chair’s statement on governance | 73 |  |
|  | UK Corporate Governance Code compliance statement | 74 |  |
|  | Our Board of Directors | 75 to 78 |  |
|  | Our Group Executive | 79 |  |
|  | Our governance framework | 80 |  |
|  | Board leadership and activities | 81 |  |
|  | Principal decisions | 82 |  |
|  | Shareholder engagement | 83 |  |
|  | Our culture and approach to employee engagement | 84 to 86 |  |
|  | External stakeholder engagement | 87 |  |
|  | Division of responsibilities | 88 |  |
|  | Board effectiveness | 89 |  |
|  | Risk management and internal controls | 90 |  |
|  | Nomination Committee report | 91 to 96 |  |
|  | Safety, Sustainability and Technology Committee report | 97 to 98 |  |
|  | Audit Committee report | 99 to 112 |  |
|  | Remuneration Committee report, including Directors'  Remuneration report | 113 to 147 |  |
|  |  |  |  |
|  | Compliance with the UK Corporate Governance Code | |  |
|  | The Company is subject to the UK Corporate Governance Code, published by the  Financial Reporting Council in 2018. The UK Corporate Governance Code is available on  the FRC’s website: [www.](www.frc.org.uk)[frc.org.uk](www.frc.org.uk). The Board considers that the Company has,  throughout the year ended 31 December 2024, applied all of the principles and  complied with all of the provisions of the Corporate Governance Code. This Annual  Report as a whole explains how the Company has applied the principles and complied  with the provisions of the Code. The table on the right is a guide as to where the most  relevant information can be found for each principle. From 1 January 2025, the 2024  edition of the UK Corporate Governance Code applies to the Company and we look  forward to reporting against this in our Annual Report next year. | |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | Principles of the UK Corporate Governance Code | |  |
|  |  |  |  |
|  | 1. Board leadership and company purpose | Pages |  |
|  | A. Leadership and long-term sustainable success | 75 to 78, 80 to 82 |  |
|  | B. Purpose, values and culture | 84 |  |
|  | C. Resources and control framework | 88, 90 |  |
|  | D. Shareholder and stakeholder engagement | 83, 87 |  |
|  | E. Workforce policies and practices | 84 to 86, 90 |  |
|  |  |  |  |
|  | 2. Division of responsibilities |  |  |
|  | F. Leadership of the Board | 81 to 82 |  |
|  | G. Board composition and division of responsibilities | 88 |  |
|  | H. Role and commitment of non-executive directors | 88 |  |
|  | I.  Board support | 88 |  |
|  |  |  |  |
|  | 3. Composition, succession and evaluation |  |  |
|  | J. Board appointments, succession and diversity | 93 to 94 |  |
|  | K. Board skills and experience | 92 |  |
|  | L. Board effectiveness review | 89 |  |
|  |  |  |  |
|  | 4. Audit, risk and internal controls |  |  |
|  | M. Internal and external audit functions | 90, 99 to 112 |  |
|  | N. Fair, balanced and understandable assessment | 73, 90, 99 to 112 |  |
|  | O. Risk management and internal controls | 90, 99 to 112 |  |
|  |  |  |  |
|  | 5. Remuneration |  |  |
|  | P. Remuneration policies and practices | 113 to 147 |  |
|  | Q. Development of remuneration policy | 113 to 147 |  |
|  | R. Judgement and discretion | 113 to 147 |  |
|  |  |  |  |

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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 75 |
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## Board of Directors

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  | Barbara Jeremiah (73)  Chair  Nationality: American  Independent:  Yes |  |  |  | Jon Stanton (57)  Chief Executive Officer  Nationality: British  Independent: No |  |  |  | Brian Puffer (55)  Chief Financial Officer  Nationality: British/  American  Independent: No |
|  |  |  |  |  |  |  |  |  |  |  |
| Date of appointment: Non-Executive Director since 1 August  2017, Senior Independent Director from 1 January 2020–28  April 2022, Chair Designate from 2 September 2021 and  Chair from 28 April 2022.  Barbara contributes considerable experience to the Board  having spent over 30 years in senior leadership roles within  Alcoa Inc., the global aluminium producer, and as the  Chairwoman of Boart Longyear Limited. She was previously a  Non-Executive Director and Remuneration Committee Chair  of Premier Oil plc and Aggreko plc and a Non-Executive  Director of Russel Metals Inc.  Barbara’s leadership and governance experience allows her  to effectively contribute to the Board. Barbara has a BA in  Political Science and is a qualified lawyer.  Key external appointments  – Senior Independent Director and member of the Audit  and Nominations Committees and Chair of the  Remuneration Committee of Senior Plc  – Senior Independent Director and member of the Audit,  Nomination and Societal Value Board Committees of  Johnson Matthey Plc | | |  | Date of appointment: Chief Executive Officer since 1 October  2016, Finance Director from April 2010–October 2016.  Jon became CEO in 2016 and contributes a wealth of  experience to the Board. Since becoming CEO, he has led the  Weir portfolio transformation and oversees the delivery of  the We are Weir strategic framework to create long-term  sustainable performance improvement.  He provides leadership to deliver the strategy and ensure it  aligns with our purpose and values and, in particular, our zero  harm commitments. Jon is committed to regular  engagement with stakeholders and to ensuring stakeholder  views and concerns are heard, understood and considered.  Jon joined the Board as Finance Director in 2010. Prior to that  he was a partner with Ernst & Young, where he led global  board-level relationships with a number of FTSE 100 multi-  national companies.  Jon is a Chartered Accountant and a member of the Institute  of Chartered Accountants in England and Wales.  Key external appointments  – Non-Executive Director and member of the Remuneration,  Audit and People, Governance & Sustainability  Committees of Imperial Brands Plc | | |  | Date of appointment: 1 March 2024  Brian is an accomplished finance leader with a strong track  record. In addition, his extensive experience of business  transformation is helping the Group to execute on its  strategy and deliver the benefits of Performance Excellence.  Brian joined Weir from BP plc where he held the role of Chief  Financial and Risk Officer for BP Integrated Supply and  Trading. Prior to that, he was Senior Vice President of BP's  Global Business Services between 2012 and 2017, having  joined BP in 2009 as Senior Vice President of Group Finance.  Before joining BP, Brian spent 18 years at  PricewaterhouseCoopers, initially in various roles in the  US and UK before being appointed as partner in 2002.  Brian is both a Certified Public Accountant and a  Chartered Accountant.  Key external appointments  – None | | |
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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 76 |
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Board of

## Directors

### continued

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|  |  |  |  |  |  |  |  |  |  |  |
|  |  | Dame Nicola Brewer (67)  Senior Independent Director,  Non-Executive Director  Nationality:  British  Independent: Yes |  |  |  | Andrew Agg (55)  Non-Executive Director  Nationality: British  Independent: Yes |  |  |  | Nick Anderson (64)  Non-Executive Director  Nationality: British/  American  Independent: Yes |
|  |  |  |  |  |  |  |  |  |  |  |
| Date of appointment: 21 July 2022  Dame Nicola brings deep experience of international  relations and external communications from a long and  distinguished diplomatic career. Most recently, she was Vice  Provost (international) of University College London, and prior  to that, held senior positions in the Foreign and  Commonwealth Office of the British Government. Dame  Nicola served as British High Commissioner to South Africa  between 2009 and 2013 and was the first Chief Executive  of the Equality and Human Rights Commission from 2007  to 2009.  Dame Nicola was a Non-Executive Director and Chair of the  Ethics and Corporate Responsibility Committee of Aggreko  plc from 2016 to 2021. She was also a Non-Executive Director  of London First and of Scottish Power Limited.  Key external appointments  – Non-Executive Director and member of the Sustainable  Development Committee at Iberdrola SA  – Co-Chair of the UK group of the Trilateral Commission  – Trustee of the Middle Temple Charity | | |  | Date of appointment: 27 February 2024  Andy brings significant financial experience to the Board  from his role as Chief Financial Officer of National Grid plc.  Andy joined National Grid in 2008 and prior to his current  position, held several senior finance leadership roles across  the National Grid group, including as Group Financial  Controller, UK CFO and Group Tax and Treasury Director.  Andy started his career at PricewaterhouseCoopers and is a  member of the Institute of Chartered Accountants in England  and Wales.  Key external appointments  – Chief Financial Officer of National Grid plc  – Member of The 100 Group Main Committee and Chair of  the Tax Committee | | |  | Date of appointment: 15 May 2024  Nick brings a wealth of experience to the Board as a leader in  international engineering and manufacturing operations. Nick  was Group Chief Executive of Spirax-Sarco Engineering plc  between January 2014 and January 2024, having previously  served as Chief Operating Officer and Director EMEA for the  Group’s Steam Specialities business.  Prior to Spirax-Sarco, Nick worked for Smiths Group plc as  Vice-President of John Crane Asia Pacific based in Singapore  and President of John Crane Latin America, based in the US.  Nick also worked for Alcoa Aluminio in Brazil and Argentina,  and for the Foseco Minsep Group plc in Brazil.  Key external appointments  – Non-Executive Director of BAE Systems plc and member of  the Environmental, Social and Governance Committee, the  Innovation and Technology Committee and the  Nominations Committee  – Non-Executive Director of Spectris plc and member of the  Audit and Risk Committee and the Nomination and  Governance Committee | | |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 77 |
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Board of

## Directors

### continued

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|  |  | Penelope Freer (64)  Non-Executive Director  Nationality:  British  Independent: Yes |  |  |  | Tracey Kerr (60)  Non-Executive Director  Nationality: Australian/  British  Independent: Yes |  |  |  | Ben Magara (57)  Non-Executive Director  Nationality: Zimbabwean  Independent: Yes |
|  |  |  |  |  |  |  |  |  |  |  |
| Date of appointment: 23 October 2023  Penny's extensive investment experience, as well as her  wide-ranging leadership skills across many businesses,  complement and strengthen the Board and contribute  to the delivery of the Group's strategic objectives.  Penny has a background in investment banking, having  worked for over 25 years in a wide range of roles. From 2000  to 2004, Penny led Robert W Baird's UK equities division and  prior to this she spent eight years at Credit Lyonnais  Securities where she headed the small and mid-cap  equities business.  Penny has held a number of non-executive director roles in  both public and private companies, including most recently  as Chair of Crown Place VCT Plc and as Senior Independent  Director and Chair of the Remuneration Committee of  Advanced Medical Solutions Group PLC.  Key external appointments  – Chair of AP Ventures LLP  – Non-Executive Director and Chair of The Henderson  Smaller Companies Investment Trust plc  – Non-Executive Director and Chair of Empresaria Group PLC  and Chair of the Nomination Committee | | |  | Date of appointment: 21 July 2022  Tracey brings extensive experience in operations,  sustainability and safety in global mining businesses.  Tracey was Group Head of Sustainable Development at  Anglo American plc between 2020 and 2021. Prior to that,  she held accountability for safety, operational risk  management and sustainable development across the  Anglo American group from 2016 to 2020 and served as  Group Head of Exploration from 2011 to 2015. In her earlier  career, she held a variety of roles at Vale SA and BHP Pty Ltd.  Tracey was previously a Non-Executive Director at Polymetal  International Plc, where she chaired the Sustainability  Committee.  Key external appointments  – Non-Executive Director, member of the Nomination and  Remuneration Committees and Chair of the Sustainability  Committee of Hochschild Mining PLC  – Non-Executive Director, member of the Remuneration  Committee and Chair of the Sustainability Committee  of Jubilee Metals Group PLC  – Non-Executive Director and member of the Audit and Risk  Committee and the Sustainability and Stakeholder  Management Committee of Antofagasta PLC | | |  | Date of appointment: 19 January 2021  Ben is a seasoned mining industry leader. He contributes  extensive experience of leading global mining businesses,  which is critically important to the Board as the Group  delivers on its strategy as a focused, premium mining  technology business. Since 2019, Ben has run his own mining  advisory firm.  Prior to joining the Weir Board, Ben served from 2013 to 2019  as CEO of Lonmin Plc, the then third largest global platinum  mining company. He was a senior mining executive at Anglo  American plc, having served as Executive Vice President of  Engineering & Projects for Anglo Platinum from 2009 to 2013  and CEO of Anglo Coal SA from 2006 to 2009. Ben started his  career as a graduate with Anglo American plc after  completing his mining engineering degree at the University  of Zimbabwe.  Ben is our Designated Director responsible for employee  engagement.  Key external appointments  – Non-Executive Director, Chair of the Investment Committee  and member of the Risk and Business Resilience Committee  of Exxaro Resources Limited  – Non-Executive Director and Chair of the Remuneration  Committee of Grindrod Limited  – Member of the Advisory Board of Somika Sarlu | | |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 78 |
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Board of

## Directors

### continued

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|  |  | Jennifer Haddouk (41)  Company Secretary  Nationality:  French |  |
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| Date of appointment: 6 January 2025  Jennifer brings strong experience in legal and corporate  services. She is a French qualified solicitor with a  background in UK, French, EU and international law having  worked in the biotechnology, pharmaceutical and  consumer sectors. Most recently, she was Group Legal  Counsel and Company Secretary at Benchmark Holdings  Plc, a UK AIM-listed biotechnology company operating in  27 countries.  Prior to the appointment of Jennifer Haddouk, and during  the 2024 financial year, Graham Vanhegan was the  Company Secretary. Graham's background and experience  can be found on page 79. | | |  |

|  |  |  |  |
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|  |  |  |  |
| Gender diversity (full Board) as at 31 December 2024 | | |  |
|  |  |  |  |
| ¢ | Women | 4 |
| ¢ | Men | 5 |
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![15942918602753]()

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| Ethnic diversity (full Board) as at 31 December 2024 | | |  |
|  |  |  |  |
| ¢ | White | 8 |
| ¢ | Black/African/Caribbean/  Black British | 1 |
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![15942918602764]()

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| Non-Executive Director tenure as at 31 December 2024 | | |  |
|  |  |  |  |
| ¢ | 0-3 years | 5 |
| ¢ | 3-6 years | 1 |
| ¢ | 6-9 years | 1 |
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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 79 |
|  |  |  |  |  |  |  |  |  |
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## Group

## Executive

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  | Paula Cousins (51)  Chief Strategy and  Sustainability Officer  Nationality: British  Date of appointment:  1 January 2020 |  |  |  | Garry Fingland (60)  Chief Information Officer  Nationality: British  Date of appointment:  1 January 2020 |  |  |  | Sean Fitzgerald (56)  President of Weir ESCO  Division  Nationality: American  Date of appointment:  1 December 2022 |
|  |  |  |  |  |  |  |  |  |  |  |
| Experience  Paula joined Weir in 2015 and before assuming  her current role was Group Head of Strategy and  Sustainability. Prior to Weir, Paula held a number of  strategy, commercial and engineering leadership  roles with Petrolneos, BP, McKinsey & Company,  ExxonMobil and Unilever. Paula has a BEng Hons  in Chemical and Process Engineering and an MPhil  in Chemical Engineering Research, both from the  University of Strathclyde. | | |  | Experience  Garry joined Weir in April 2019 and has more than  30 years' experience in leadership roles across  complex global technology organisations. Garry  was formerly Chief Information Officer (CIO) for  BUPA and served on its Executive Committee.  Prior  to this, Garry was Global CIO at Serco and held  senior technology and transformation roles with  Diageo. Garry holds a BAcc from the University of  Glasgow and an MBA from the University of  Strathclyde, and is a qualified Chartered  Accountant. | | |  | Experience  Sean joined Weir in 2022 from A.P. Moeller Maersk  where he was Chief Executive Officer of Maersk  Container Industry. Sean started his career as an  Officer in the US Army, following which he joined  Bain & Company. Sean spent nearly ten years with  General Electric as the GM of Onshore Wind  Turbines before joining Komatsu Mining  Corporation as Americas Regional VP for  Underground Mining and later as President for the  China Region. Sean holds a BS in Civil Engineering,  an MA in Economics and an MBA. | | |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  | Rosemary McGinness  (61)  Chief People Officer  Nationality: British  Date of appointment:  31 July 2017 |  |  |  | Andrew Neilson (49)  President of Weir Minerals  Division  Nationality: British  Date of appointment:  1 April 2020 |  |  |  | Graham Vanhegan  (60)  Chief Legal Officer  Nationality: British/American  Date of appointment:  1 May 2018 |
|  |  |  |  |  |  |  |  |  |  |  |
| Experience  Rosemary joined Weir in 2017 from William Grant  & Sons, where she had been Group HR Director.  Having started her career in line management  with Forte Hotels, Rosemary has held a range of  positions covering all aspects of human resources  across the globe, including being based in New  York as Senior VP of HR for Bowne Business  Solutions. Rosemary is an Advisory Board Member  to the School for CEOs and the University of  Strathclyde Business School, as well as a Fellow  of the Chartered Institute of Personnel and  Development. | | |  | Experience  Andrew joined Weir in 2010 as Head of Strategy  and has held a wide range of leadership roles at  Weir, including leading the integration of ESCO into  Weir and various positions within the Weir Minerals  Division. Prior to Weir, Andrew held a variety of roles  in banking, energy and professional services  companies, including HSBC, HBOS, Scottish Power  and KPMG. Andrew holds a Masters degree in  engineering from the University of Strathclyde and  is a qualified accountant. | | |  | Experience  Graham joined Weir in 2018 from international  exploration and production company  ConocoPhillips, where he held a number of senior  positions for the company across a 24-year  career. His roles included Deputy General Counsel  and VP of Business Development. A graduate of  the University of Glasgow, Graham is a solicitor  qualified to practise in both Scotland and England  and is an attorney-at-law before the State Bar of  New York, US. | | |

![]()

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Gender diversity as at 31 December 2024 | | | |
|  |  |  |  |
|  | ¢ | Women | 2 |
|  | ¢ | Men | 6 |
|  |  |  |  |

![15942918602898]()

![]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Jon Stanton and Brian Puffer, are also  members of the Group Executive. Their  biographies can be found on page 75. |  |
|  |  |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 80 |
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## Our governance

## framework

Below is an overview of our governance framework, showing a clear and effective division of responsibility between our Board, its Committees and operational management

(which is in turn supported by a series of management-led committees).

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | Board of Directors  Primary Board responsibilities  include: |  | – Establishing Weir's purpose,  values and strategy  (including in relation to ESG  and cyber-related matters)  and ensuring appropriate  resourcing to meet  strategic objectives  (including oversight of  Group budget) |  | – Assessing and monitoring  culture, including ensuring  alignment with the Group’s  purpose, values and  strategy  – Establishing framework of  prudent and effective  controls that enable risk to  be assessed and managed |  | – Ensuring that workforce  policies and practices are  consistent with the Group’s  values and support long-  term sustainable success  – Approving significant M&A  transactions, capital and  other expenditure,  contractual commitments  and other corporate activity |  | – Approving Group dividend  policy, tax strategy and  underlying tax principles  – Overseeing the Group’s  overall corporate  governance framework |  | – Reviewing the means for  employees to raise  concerns in confidence  and, if they wish,  anonymously and ensuring  arrangements are in place  for proportionate and  independent investigation  of such matters |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  | Board Committees | Nomination Committee  Leads the process for appointments, ensures plans  are in place for orderly succession to both Board and  senior management positions and oversees the  development of a diverse pipeline for succession. | |  | Audit Committee  Monitors integrity of financial statements, reviews risk  management and internal control frameworks, and  considers both effectiveness of internal audit function  and effectiveness, independence and objectivity of  external auditors. | |  | Remuneration Committee  Determines policy for Executive Director  remuneration, sets remuneration for Chair,  Executive Directors and senior management,  and considers potential application of discretion  to remuneration outcomes. | |
|  |  | à Read more | 91 |  | à Read more | 99 |  | à Read more | 113 |
|  |  |  |  |  |  |  |  |  |  |
|  |  | Safety, Sustainability and Technology  Committee  Provides strategic and governance oversight to explore  the future of the mining industry and the implications for  the Group's fully integrated business model. | |  | Disclosure Committee  Assists with decision making on the assessment,  identification, handling and disclosure of inside  information and compliance with applicable legal  and regulatory requirements. | |  | General Administration Committee  Undertakes day-to-day matters of a routine,  administrative or procedural nature on behalf  of the Board. | |
|  |  | à Read more | 97 |  |  |  |  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Group Executive | The Board delegates execution of the Group’s strategy and day-to-day management of the Group to the Group Executive. The Group Executive is, therefore, responsible for  ensuring that each of the Group’s Divisions and functions are managed effectively and monitoring and reporting on their performance against the Group’s key performance  indicators, as approved by the Board. The Group Executive is led by the Chief Executive Officer and comprises the CFO and the other individuals whose names and roles are  set out on page 79. The Group Executive had 12 scheduled meetings during 2024. |

|  |  |  |
| --- | --- | --- |
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|  | Management  Committees | The Group Executive is supported in its responsibilities by several management-led committees, some of which are known as Excellence Committees. These management-led  Committees cover a wide range of subject areas relevant to the Group and delivery of its strategic objectives, including safety, sustainability, technology, risk and inclusion,  diversity and equity. The Committees may also report to the Group Executive and the Board from time to time. Each Committee brings together other individuals from across  Weir with matter-specific expertise to promote coordinated delivery and information sharing. |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 81 |
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## Board activities and principal decisions made in 2024

Board leadership

Weir’s success is dependent upon effective and

entrepreneurial leadership by the Board. The Board is

responsible for promoting the Company’s long-term

sustainable success, generating value for shareholders and

contributing to wider society. This includes setting the

Company’s purpose, values and strategy. Our purpose is

described on page 2 and page 84 , and a description of our

business model and strategy to support it is set out on pages

17 to 18 and 21. The Board leads the Group within a

framework of prudent and effective controls that enable the

assessment and management of risks, and seeks to ensure

that sufficient resources are available to meet the Group’s

strategic objectives.

There are a number of matters that are specifically reserved

to the Board for approval and these are set out on our

website at [global.weir/investors/corporate-governance/](global.weir/investors/corporate-governance/matters-reserved-to-the-board/)

[matters-reserved-to-the-board/](global.weir/investors/corporate-governance/matters-reserved-to-the-board/). The Board delegates some

of its responsibilities to its Committees as described on page

80, all of which operate within clearly defined terms of

reference. Membership of these Committees, their

effectiveness and their remit are considered at least annually.

Board meetings

Six pre-scheduled meetings were held this year. All were held

in-person including one in Bangalore. An additional short,

virtual Board meeting was held this year to deal with an ad

hoc item arising. Board papers continue to be circulated well

in advance of meetings to allow Directors to give thorough

consideration of the issues prior to, and informed debate and

challenge at, Board meetings.

The Board continues to consider that it is meeting sufficiently

regularly to discharge its duties and consider all the matters

falling within its remit. On this basis, Board calendars for the

next four years reflect this approach and will be kept under

review for any desired evolution in approach.

The Chair seeks consensus on all items that come before the

Board but if there is a difference of opinion among Board

members, decisions are taken by majority. If any Director has

concerns about the operation of the Board or the

management of the Group that cannot be resolved through

discussion and debate, their concerns are recorded in the

Board minutes.

The Non-Executive Directors, led by the Chair, meet after

every Board meeting without the Executive Directors present.

The Senior Independent Director also ensures that meetings

are held at least annually without the Chair present to

appraise the Chair’s performance.

The table to the right sets out Director attendance at each of

the Board meetings held in 2024, and the tables in the

respective committee reports set out Director attendance

during the year at each of the Nomination, Audit,

Remuneration and the Safety, Sustainability and Technology

Committee meetings. Any Director unable to attend a

meeting still has the opportunity to review the associated

Board papers, receive an individual briefing from the

Company Secretary and provide any feedback in advance to

the Chair or the Company Secretary.

The Board agenda for each meeting is split between

strategic discussion topics, performance/reporting items

and standing/formal matters. Unless there is an agreed

change, the topics are considered in this order to ensure

there is adequate time to consider the most substantive,

strategic items.

Board meeting attendance 2024

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Director | Scheduled | Ad hoc |
| Barbara Jeremiah (Chair) | 6/6 | 1/1 |
| Jon Stanton | 6/6 | 1/1 |
| Brian Puffer1 | 5/5 | 1/1 |
| Dame Nicola Brewer | 6/6 | 1/1 |
| Andy Agg2 | 6/6 | 1/1 |
| Nicholas Anderson3 | 4/4 | 1/1 |
| Penny Freer | 6/6 | 1/1 |
| Tracey Kerr | 6/6 | 1/1 |
| Ben Magara | 6/6 | 1/1 |
| Stephen Young4 | 4/4 | n/a |
| Srinivasan Venkatakrishnan5 | 1/1 | n/a |
| Sir Jim McDonald6 | 2/2 | n/a |

1. Brian Puffer joined the Board with effect from 1 March 2024.

2. Andy Agg joined the Board with effect from 27 February 2024.

3. Nick Anderson joined the Board with effect from 15 May 2024.

4. Stephen Young resigned from the Board with effect from 31 July 2024.

5. Srinivasan Venkatakrishnan resigned from the Board with effect from 31 March

2024.

6. Sir Jim McDonald resigned from the Board with effect from 25 April 2024.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 82 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Board activities and principal decisions made in 2024

### continued

|  |
| --- |
|  |
| Key areas covered during 2024 by the Board  Strategy  – Annual strategy deep-dive, with sessions including  corporate finance, sustainable mining and adoption of  new technologies, Performance Excellence and  divisional strategy  – Technology and innovation strategy, including protect the  core product roadmaps, enterprise technology roadmap  and R&D input, pipeline and outcome KPIs  – IS&T digital strategy, including our work to accelerate  digitalisation, cyber security strategy and transformation  of our IS&T function  – People strategy, including our strategic priorities and  desired outcomes, and data relating to headcount,  retention, talent acquisition, and global trends across  various themes  – Corporate development opportunities  Financial and operational performance  – CEO’s business report (including safety update, Balanced  Scorecard and market analysis)  – CFO’s report (including Performance Excellence updates)  – Divisional deep-dives for Minerals and ESCO Divisions,  with sessions across the year focusing on transformation,  markets and customer experience  – Full year and half year dividend proposals, viability  scenarios and 2025 budget  Governance and risk  – Global insurance programme and risk dashboard reviews  including principle and emerging risks  – Corporate services report including governance matters  People  – Safety, health and wellbeing reports, plus employee  insight and survey reporting  – Inclusion, diversity and equity updates |

When making decisions throughout the year, each Director is

aware of their duty under section 172 of the Companies Act

2006 to ensure they act in the way they consider, in good

faith, would be most likely to promote the success of the

Company for the benefit of its members as a whole. The

Board takes into account a range of relevant factors

including: the likely consequences of the decision in the long

term; perspectives from the Company’s stakeholders

(including employees, suppliers, customers and others); the

impact on the environment and the communities in which

we operate; the desirability of maintaining a reputation for

high standards of business conduct; and the need to act

fairly as between shareholders. The examples below describe

some of the principal decisions made by the Board during

the year, setting out which stakeholder groups were most

impacted by the decision and how their views were taken

into account.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Key stakeholders | | | |
|  | Employees |  | Shareholders |
|  | Customers |  | Communities and  environment |
| Suppliers.png | Suppliers | GovernmentsAndNGOs.png | Governments and NGOs |

Addition of safety to the remit of the Sustainability

and Technology Committee

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Shareholders.png |  |  |  |  |

The Board approved adding safety to the remit of the

Sustainability and Technology Committee and a change of

name to reflect the wider remit. The decision was taken with

a long-term view to allow more time for scrutiny and

dialogue on safety matters to renew the emphasis on driving

a zero harm safety culture. In taking the decision, the Board

considered the regular safety updates received by the Board,

the tragic fatal accident suffered by one of Weir's colleagues

at work in 2024 and safety performance metrics. The Board

noted the feedback from employee engagement sessions

and surveys highlighting that safety is an essential element

of employees' wellbeing and a cornerstone of the Company's

culture. The Board also noted the importance of safety in

fostering long-term relationships with customers, suppliers

and communities.

A key safety and health-focused employee who reports to

the CEO will attend every meeting of the Committee to keep

them appraised of safety matters so that safety performance

and management can be overseen effectively by the

Committee. The Committee will report on its work in the

Annual Report next year.

Approval of maintaining the strategic plan

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Customer_2.png | Suppliers.png | Employees.png |  | GovernmentsAndNGOs.png |

As part of its annual strategy review, the Board considered

the strategic plan (as described in more detail in the

Strategic Report) including assessing whether it was

appropriate to maintain the existing strategic plan. As a result

of this discussion, and after careful consideration of the

impact on its stakeholders, the Company’s financial

framework and the likely consequences of the decision in the

long term, the Board considered that the existing strategic

plan remained appropriate. Before making the decision, the

Board took into account positive shareholder sentiment on

progress to date against the strategy and the importance of

delivering consistently on performance targets for investor

confidence. The Board also considered updates from both

Divisions on customers, technology and the wider market

and a management analysis of wider political, economic,

sociological, technical, legal and environmental factors that

could impact the likelihood of, and pathways towards,

achieving the strategic plan.

In this Annual Report, and at our results days, we provide

updates on our performance against our targets and plan.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 83 |
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## Shareholder and investor engagement

Overview

The Board recognises that the continued success of the

Group depends on establishing, developing and maintaining

strong relationships with all our shareholders. Weir has a

dedicated investor relations team that runs a global

programme of engagement events across the year,

including formal presentations and events, investor

roadshows and conferences as well as individual investor

meetings.

In 2024, we engaged with more than 60% of our shareholder

base and a number of prospective investors. Meetings took

place with investors in the UK, North America, Australia and

Europe and covered a wide range of topics including

strategy, financial performance, our Performance Excellence

transformation programme, sustainability and remuneration-

related matters. Additionally, a number of investors also

attended the MINExpo industry event in September.

Throughout the year, engagement was led primarily by the

Chair and Executive Directors, with other Directors and

members of the Group Executive participating in discussions.

Our Remuneration Committee Chair, Penny Freer, has also

communicated with numerous shareholders during the year

to consult on Weir’s proposed remuneration policy, which will

be put forward at the 2025 AGM.

All Directors who participate in shareholder and investor

engagement provide regular updates to the Board on the

matters arising from those discussions. The Board also

receives periodic feedback from the Head of Investor

Relations and the Group’s brokers on share price

performance and shareholder expectations. The Board takes

the results of this engagement into account as part of

determining the Group’s strategy and making decisions on

key issues.

Annual General Meeting (AGM)

Our AGM is an important annual event, offering a constructive

opportunity to engage with shareholders in person, hear their

views and answer their questions about the Group and its

business. Last year’s AGM was held on Thursday 25 April 2024

and all items proposed were passed on a poll with well in

excess of the requisite majority for each resolution.

This year’s AGM will be held on Thursday 24 April 2025 at the

Company’s head office at 10th Floor, 1 West Regent Street,

Glasgow G2 1RW. As in previous years, we continue to

provide shareholders with the opportunity to pose their

questions to the Board in advance if desired, using a

dedicated email address: weirAGM@mail.weir

Further details are included in the Notice of Annual General

Meeting and associated proxy form.

Shareholder communications

Our website provides shareholders with regular updates on a

range of topics relevant to Weir. In addition to the information

provided in our Annual Report and periodic public

announcements, there is a dedicated investor section on our

website that includes our financial calendar, regulatory

newsfeed, information on our leadership and governance

framework, and copies of our recent publications and reports.

Shareholders can access this section at [global](global.weir/investors)[.weir/investors](global.weir/investors)

Shareholder event calendar 2024

|  |  |
| --- | --- |
|  |  |
| Date | Events |
| February 2024 | – Announcement of full year results |
| March/April 2024 | – Post-full year results investor meetings  – In-person investor roadshows –  London and North America  – Pre-AGM meetings with shareholders  led by Chair  – Q1 interim management statement  – Annual General Meeting |
| May/June 2024 | – In-person investor roadshows –  Australia  – JP Morgan investor conference –  London, UK  – Shareholder site visit – Todmorden, UK |
| July/August 2024 | – Announcement of half-year results  – Post-half-year results investor  meetings  – In-person investor roadshow –  London, UK  – Bank of America Merrill Lynch  conference - virtual |
| September/  October 2024 | – Morgan Stanley investor conference –  London  – In-person investor roadshow –  London, Europe, North America  – RBC Investor Conference –  Las Vegas, USA  – MINExpo investor booth tours –  Las Vegas, USA |
| November/  December 2024 | – Q3 interim management statement  – Goldman Sachs Investor Conference –  London, UK  – In-person investor roadshow – Europe  – Bank of America Merrill Lynch  conference – virtual |

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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 84 |
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## Our culture and approach to employee engagement

Our purpose and strategy

![page103_PNG_background.png]()

We have a clear purpose: to enable the sustainable and

efficient delivery of the natural resources essential to create a

better future for the world. Our purpose statement addresses

the biggest challenges in our markets, from increasing

production that supports growing demand for commodities

like copper, to reducing the environmental impact of our

operations and those of our customers. Our purpose

recognises that a growing world depends on essential

resources and we believe that the sustainable delivery of

essential resources depends on Weir.

Our purpose is the driving force behind our strategy and

informs our We are Weir strategic framework.

à Read more about our purpose and strategy on pages 2

to 4 and 21

Our values and culture

Weir has always been a values-led business. Our values,

which align to our purpose and support strategic delivery, are

the guiding principles that apply across Weir to help define

the kind of business we are. Our values are:

– Thinking safety first

– Delighting your customer

– Doing the right thing

– Aiming high

– Respecting each other

Our values are supplemented by our culture statement:

– We care for, challenge and encourage each other

– We always seek to improve and innovate

– We speak up and take ownership for our shared successes

– We work together to enhance our global communities

– We are passionately, authentically ourselves

– We can’t wait

Our culture statement originated from insights generated

through extensive employee research and is used as a

touchpoint when Board and senior management review

behaviours and performance to confirm alignment between

actual and desired culture.

We seek opportunities to embed our values and culture

across our activities such as our people-related work

streams. These include our leadership development

framework, selection and assessment criteria, performance

management and development approach, employee

engagement approach and employee value proposition. All

are explicitly aligned to the expectations set out in our values

and culture statement.

As well as local implementation of We are Weir across our

sites, we issue a Group-wide weekly round-up

communication that features a wide range of global and

local achievements and other highlights that share successes

and bring to life the individual stories that collectively make

us who we are. In December 2024, we launched our Weir

values awards, a new global programme to recognise

colleagues who exemplify our values. The first awards will be

announced in April 2025.

How the Board assesses and monitors culture

The Board is ultimately responsible for ensuring that

Weir’s culture is aligned with the Group’s purpose, values

and strategy. The Board uses a range of different

methods to assess and monitor culture. These include

our Balanced Scorecard, which is considered by the Board

as a standing item at every meeting. It contains a wide

range of cultural metrics and indicators including our

safety total incident rate, our gender diversity at all job

role bands and our voluntary attrition rate.

Our Group-wide employee engagement survey is carried

out annually using a third-party survey provider. The

Board uses both qualitative and quantitative data to

review engagement trends and gain insights into the key

drivers across the broadest spectrum of employee

engagement and organisational culture. These in turn

inform strategic discussions on people-related matters.

Our 2024 survey once again saw an excellent

participation rate (88%) indicating that employees value

sharing their feedback, and providing us with rich insights

on where teams across the business can take action to

improve.

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When reviewing our 2024 global survey feedback, we

used AI personas to synthesise direct employee feedback

based on key segments (such as gender, job family

group and location) to highlight intersectional trends

across the employee experience.

More information on the actions we have taken based on

our culture statement, and the associated outcomes, are

provided on page 85. The Board also receives an annual

employee insights report in which our Group Head of

Engagement consolidates findings from our wide range

of employee voice channels across the year. The insights

are specifically crafted to help shape Director decision

making and inform focus areas for the year ahead,

including the board/workforce engagement

programme led by our designated Non-Executive

Director, Ben Magara.

The Board also values its direct interactions with

employees, whether as part of site visits, Tell the Board

sessions, attendance at affinity group events, town halls

or our annual senior leadership conference. These

exchanges offer Board members the opportunity to hear

directly from employees on their experiences of our

culture and to actively reinforce and promote our culture.

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## Our culture and approach to employee engagement

### continued

![]()

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Cultural actions and outcomes during 2024 | | | | |
| Aspects of our culture  statement |  | Our actions |  | Associated outcomes |
| We always seek to  improve and innovate  We speak up and take  ownership for our shared  success |  | The Minerals Division site in Surrey, Canada adopted a ‘you said, we  heard’ approach to ensure employee feedback drives  improvement. Employees receive regular feedback on performance,  and leadership training was delivered to supervisors to improve  skills and team management. Site communications have been  enhanced with monthly town hall meetings that update all  employees on business performance, key metrics and facility news.  Leaders share audit, inspection and visits results, ensuring inclusivity  and awareness, and have worked to increase visible felt leadership  through their ‘Managers present on the floor’ programme, Gemba  walks (where leaders observe employees and ask questions to  identify areas for improvement) and regular leadership interaction. |  | The engagement score for our  Surrey site increased by 0.3  since the previous survey in  September 2023. In 2024, the  site had a 90% participation rate,  up12% from the previous round. |
| We care for, challenge  and encourage each  other  We’re passionate,  authentically ourselves |  | Recognition initiatives at the Minerals Division site in Perth, Australia  include standard agenda items at townhalls, monthly rewards,  appreciation lunches and team leader development. Strategy  improvements involve better communication of the Asia Pacific  region’s measures, increased leadership visibility and enhanced  employee updates. Health and wellbeing initiatives focus on  increased communication, wellness support, safety action plans,  education on reporting concerns, and encouraging constructive  feedback on safety behaviours. |  | The employee engagement  score at the Perth site increased  by 0.3 since September 2023  and by1 point since their first  survey in May 2020.  Overall, the site achieved 94%  participation rate, a 29%  increase since the first survey in  May 2020. |

Our approach to employee engagement

We have a broad range of employee voice channels that

provide opportunities for employees to share their views and

for the Board to listen and take action based on that

feedback. For the purposes of the UK Corporate Governance

Code, we have a designated Non-Executive Director

responsible for employee engagement. We have used this

method of engagement for a number of years and continue

to consider it the most effective and appropriate method on

the basis that:

– it allows our designated Non-Executive Director to work

with our Group Head of Engagement to tailor an annual

programme of employee engagement events and

initiatives;

– it ensures all Board members are regularly updated on

employee engagement matters, while allowing our

designated Non-Executive Director to develop specific

knowledge of our employee-related opportunities and

challenges over time; and

– it provides unity and consistency of approach to employee

engagement across our complex and geographically

diverse structure.

Following the appointment of Dame Nicola Brewer as Senior

Independent Director at the end of our AGM in April 2024, Ben

Magara took over the role of Non-Executive Director

responsible for employee engagement.

The Nomination Committee recommended Ben for this role

on the basis of his global experience of working with, and

leading, mining teams and his strong commitment to our

ID&E agenda.

Employee engagement activities during 2024

Led by our designated Non-Executive Director, our Board

members undertake various types of direct employee

activities to enhance their understanding of the employee

experience at Weir and inform Board-level decision making.

The principal activities in 2024 are outlined below.

– Tell the Board discussions. These involve groups of 12-15

employees and up to four Board members. Overarching

topics relating to our culture are suggested in advance

based on employee survey feedback from the relevant site

as well as strategic priorities, but employees and Board

members are free to raise any matters they wish for

discussion. We held five Tell the Board sessions in 2024

(one virtually with members of our graduate/intern

population, three in India and one in the UK). Topics

discussed included Weir’s culture, safety and wellbeing,

ID&E and technology and innovation. During Tell the Board

sessions, employees reported positive experiences across

all of Weir’s cultural aspects and a strong feeling of

empowerment, contributing to overall job satisfaction.

Board Members noted that leadership was supportive and

committed to fostering a positive workplace culture

– Engagement with our affinity groups during site visits.

These involve individual Directors or several Board

members and often take the form of a panel/town hall

event, to allow affinity group members and allies to share

their views with the Board and ask questions. Dame Nicola

Brewer and Tracey Kerr met with the Weir Women’s

Network in India during their visit to the country in June.

They discussed gender diversity and listened to feedback

from local employees on progress and opportunities for

improvement.

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## Our culture and approach to employee engagement

### continued

– Engagement at the senior leadership conference in

Istanbul, Turkey in May 2024. Barbara Jeremiah, Ben

Magara and Penny Freer hosted a Board Q&A session with

all senior leaders at our conference in Turkey in May 2024.

Barbara and Penny also attended a breakfast with our

Senior ID&E Steering Committee to discuss our strategic

progress and ambitions relating to ID&E.

– Town halls or other large employee gatherings at a single

site. Sessions usually start with a verbal business update

from the CEO and introductory remarks from the Chair.

A straightforward hands-up approach is used to invite

questions from the floor with as many employee

participants as possible taking part. The Board hosted

a town halls at both sites visited during its visit to India

in June.

– Site visits and other 'walk the floor' activities. These are

conducted either individually, in small groups or as a full

Board. Board members enjoy the opportunity to engage

with employees ‘on the job’ and observe Weir’s culture in

action. It allows Directors to understand the local culture

and business priorities at a local level and employees are

able to ask questions and receive feedback in real time.

Nick Anderson, Penny Freer and Ben Magara undertook

individual site visits during the year.

– Informal networking between the Board and employees.

The Board looks to include networking events into as many

of its engagements as possible. In 2024, this included at

our senior leadership conference in Turkey and the Board

visit to India. Networking sessions are typically held

informally over refreshments with no particular structure

or topics pre-set for consideration.

– Access to employee communication channels. All Board

members have access to our communications channels

such as Viva Engage and attend various events online.

Direct engagement is supplemented by other periodic

reviews, reports and updates obtained through other

employee voice channels, which are provided to the Board

at regular intervals, primarily through reporting from our

Head of Engagement.

Building on employee feedback: launch of the

global mentoring programme

In response to ongoing employee feedback through our

channels, including Tell The Board sessions and Board

interactions with affinity groups, the Board has ensured

that we continued to prioritise the development of formal

mentoring programmes as a key tool in Weir.

We piloted a reverse mentoring programme in 2022 that

involved senior leaders, including our CEO and other

Group Executive members. The programme included

virtual workshops, monthly mentoring sessions and post-

completion reviews. It aimed to enhance senior

management’s understanding of ID&E-related challenges

and laid the foundation for further mentoring

interventions. The positive response from both mentors

and mentees highlighted the programme’s effectiveness

in building awareness at a senior level of employees

representing different dimensions of diversity.

Recognising the continued demand for, and value of,

mentoring, the Board has endorsed the expansion of our

mentoring efforts.

In October 2024, we launched a new global mentoring

framework to provide employees with access to internal

mentors from across Weir. The framework operates on a

self-service model facilitated through our HR

management system to allow mentees and mentors to

manage identifying and matching with each other.

The framework aims to empower employees to take

control of their development and grow in their own way,

while offering a flexible and inclusive approach to

mentoring that is accessible to all parts of the business

and hierarchy. In addition, mandatory learning

programmes and support materials help to ensure a

consistent experience.

The framework reinforces our commitment to listening to

employees and continuously improving our support for

their development. Building on the success of the reverse

mentoring programme, we are creating more

opportunities for colleagues to develop their skills, build

connections, and contribute to our culture...

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 87 |
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## Wider stakeholder engagement by the Board

Overview

The Board recognises the importance of a wide range of

stakeholders to the Group and stakeholder interests are

central to the We are Weir strategic framework. In order to

identify our stakeholders, we triangulate our purpose,

strategy and business model, as well as considering the

principal risks and uncertainties affecting the Group.

à Read more about the stakeholder groups we have

identified, the issues that matter most to them, the actions

we have taken to engage with them at a Group level and

the associated outcomes on pages 19 to 20

An overview of how the Board engaged with wider

stakeholders and maintained its understanding of their

interests during the year is set out below.

Customers

Customer proximity allows us to meet our customers’ needs

better, and creates higher barriers to entry for our competitors.

The Board receives customer insights at every scheduled

meeting as part of the CEO’s Business Report that covers

topics such as customer behaviour, localised and

macroeconomic trends, and expected and investment activity

by customers impacting the Group’s pipeline. Our Balanced

Scorecard also includes five customer-focused quantifiable

metrics, covering both strategic and ESG-related measures.

During the year, the Board also received a commercial deep-

dive briefing from each of the Divisional Presidents on

specific customer-related factors relevant to our Minerals

and ESCO businesses. Both sessions highlighted the

increasing importance of sustainability-related themes to

our customers.

As well as receiving briefings from senior management, our

Board seeks direct engagement with customers wherever

possible. During the year, our CEO visited a number of

customers at their operations to see Weir’s engineering and

digital technologies in action. He also met with customers at

the MINExpo industry event in September. All insights from

these visits are shared with the Board on a timely basis to

inform Board discussions and shape decision making.

à Read more about engagement with our customers on

page 19

Suppliers

Suppliers represent some of our most strategic relationships,

where all parties value the opportunity to collaborate and

innovate for the benefit of the broader value chain.

The Board receives updates on the supply chain as part of

the divisional deep-dive sessions from each of Minerals and

ESCO during the year. Direct engagement with suppliers is

primarily led by local management teams, with support from

the CEO and Group Executive team where appropriate.

During its visit to Bangalore, India in June, the Board visited

Accenture’s offices. Accenture is one of Weir’s key partners in

delivering our Performance Excellence programme. The

Board took the opportunity to tour the facility and engage

with management and employees at Accenture.

The Board is also aware that we source raw materials,

components and services across the globe, including in

countries and industries where the risk of modern slavery

may exist. The Board is fully committed to a zero tolerance

approach to any form of slavery and, therefore, takes

responsibility for approving the Group’s Human Rights Policy.

The Board considered and approved the Group’s Modern

Slavery Statement in February 2025.

à Read more about modern slavery at:

[global.weir/siteassets/pdfs/weir-group-modern-](global.weir/siteassets/pdfs/weir-group-modern-slavery-statement-2025.pdf)

[slavery-statement-2025.pdf](global.weir/siteassets/pdfs/weir-group-modern-slavery-statement-2025.pdf)

à Read more about engagement with suppliers on page 20

Communities and environment

Sustainability is central to our strategy. This means that our

impact on the communities and environments in which we

work, and their impact on us, is core to our stakeholder

engagement process. Our communities care deeply about

the safety and sustainability of our operations and Weir seeks

to be a good neighbour that operates safely and ethically.

Reinforcing our commitment to zero harm behaviours, safety

is front and centre within all Board discussions, is always

covered within the CEO’s Business Report and features in our

Balanced Scorecard. In line with our value of ‘thinking safety

first’, almost all divisional or functional reports presented to

the Board begin with a ‘safety moment’ or ‘safety share’ that

underlines the latest safety-related insights relevant to that

area of our business.

As part of its programme of regular visits to Weir sites across

the world, the Board receives updates from local teams on

ongoing community engagement. For example, in June the

Board visited Akshaya Patra Kitchen and gained a greater

understanding of associated community priorities in

Bangalore, India including the need to tackle child

malnutrition and educational inequality.

Our Balanced Scorecard contains a range of environment-

related quantifiable metrics, including reducing our own

carbon emissions against a 2019 baseline as well as

progressing research and development priority projects

aligned with our goals to move less rock, use less energy, use

water wisely, create less waste and boost with digital.

à Read more about our engagement with local communities

and environment on page 20

Governments and NGOs

The Group has a global footprint and is, therefore, impacted

by public policy and by developments in legal frameworks in

the countries in which it operates.

These issues are escalated to the Board as and when

appropriate, typically forming part of the CEO report,

divisional updates or the Corporate Services report that is

presented at every Board meeting. Political and social risk

remains one of our principal risks (see page 63 for more

detail) and the Board discusses geopolitical and

governmental considerations as part of its twice-yearly

discussion of the Group’s risk dashboard. From a UK

perspective, changes in the legal and regulatory environment

relevant to a listed company also form part of the Board’s

annual training schedule.

The Group also seeks to work with non-governmental

organisations (NGOs), often with a view to improving science,

technology, engineering and maths (STEM) education

opportunities around the world. These initiatives are typically

organised on a local or regional level to maximise the impact

and relevance of our work with NGOs for local communities.

à Read more about our engagement with governments

and NGOs on page 20

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 88 |
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## Division of responsibilities

Board composition

Details of the composition of the Board, together with their

biographies, skills, experience and knowledge, and specific

reasons why their contribution is, and continues to be, important

to the Company’s long-term sustainable success are set out on

pages 75 to78. There is a formal, rigorous and transparent

procedure for new appointments to the Board, details of which

are set out in the Nomination Committee report. As at the date of

this report, the Board comprises: one Non-Executive Chair; two

Executive Directors; and six Non-Executive Directors. We consider

the Board has an appropriate combination of Executive Directors

and independent Non-Executive Directors, and that it is of

sufficient size to ensure diversity with a combination of skills,

experience and knowledge, while still being small enough to

foster high-quality debate.

Roles and responsibilities

In accordance with the Corporate Governance Code, the

roles of Chair and Chief Executive are held separately. Full

details of the responsibilities of the Chair, the Chief Executive

Officer (CEO) and Senior Independent Director are set out in

writing and available on the Company’s website at:

[global.weir/globalassets/investors/role-of-the-board/](global.weir/globalassets/investors/role-of-the-board/weir-group---division-of-responsibilities---2022.pdf)

[weir-group---division-of-responsibilities---2022.pdf](global.weir/globalassets/investors/role-of-the-board/weir-group---division-of-responsibilities---2022.pdf)[.](global.weir/globalassets/investors/role-of-the-board/weir-group---division-of-responsibilities---2022.pdf)

Board Committees

The written Terms of Reference of each of the Nomination

Committee, Audit Committee, Remuneration Committee

and Safety, Sustainability and Technology Committee are

available on the Company’s website at: [global.weir/](global.weir/investors/corporate-governance/board-committees/)

[investors/corporate-governance/board-committees/](global.weir/investors/corporate-governance/board-committees/)

Further details on the work of each of the Committees during

2024 is included later in this Corporate Governance report.

The Terms of Reference have been updated this year to

reflect changes to the Corporate Governance Code, which

are effective from 1 January 2025.

Board independence

We consider all Non-Executive Directors to be independent

for the purposes of the Corporate Governance Code. Our

Chair was also considered independent on appointment.

As a result, more than half the Board (excluding the Chair)

are independent Non-Executive Directors.

Director commitments and significant appointments

The letters of appointment for our Non-Executive Directors

set out the time commitment expected of them. All new

Directors are required to seek approval from the Board

before accepting any additional roles. When considering

whether to approve new external appointments for existing

Directors, the Board takes into account a range of factors

including: the Director’s pre-existing commitments outside

the Group; the Director’s attendance at Board and

Committee meetings; the expected time requirement of the

proposed position, factoring in the nature of the role and

associated responsibilities; and the benefits that the external

appointment may bring to both the individual Director and

the Board as a whole, by virtue of wider commercial

knowledge, expanded Board-level experience and a broader

perspective from working in a different environment. The

Company’s conflicts of interest procedure described below

is also followed.

Conflicts of interest

The Company has a formal procedure in place to manage

the disclosure, consideration and, if thought fit, authorisation

of potential conflicts of interest. Each Director is aware of the

requirement to notify the Board, via the Company Secretary,

as soon as they become aware of any potential future

conflict or any material change to a pre-existing

authorisation. Upon receipt of a notification, the Board

considers each conflict situation separately on its particular

facts, in conjunction with the rest of the potentially conflicted

Director’s duties under the Companies Act 2006. The Board

keeps records of any decisions taken, authorisations granted

and the scope of approvals given, and regularly reviews

conflict authorisations previously granted. None of the Non-

Executive Directors have any material business or other

relationship with the Company or its management.

Directors' information and advice

The Company Secretary manages the provision of accurate,

timely and clear information to the Board at appropriate

intervals in consultation with the Chair and the CEO, and

assists with ensuring that the Board has the policies,

processes, time and resources it needs in order to function

effectively. In addition to formal meetings, the Chair, CEO

and Company Secretary all maintain regular contact with

Directors and work together to ensure that the Board and

Committee governance processes remain fit for purpose.

All Directors have access to the Company Secretary, who

is responsible for advising the Board and Committees on

all governance matters. Additionally, all Directors have

access to independent professional advice at the Company’s

expense if they judge it necessary to discharge their

responsibilities as Directors.

Induction

Following the announcement of a new Directors appointment

to the Board a full, formal and tailored induction programme

is compiled with the programme of sessions personalised to

reflect the incoming Director’s skills, experience, knowledge

and role within the Board and its Committees.

Andy, Brian and Nick began their Director inductions following

their appointments in February, March and May respectively.

Sessions were conducted through both virtual and in-person

briefings to allow for efficient delivery. Meetings were held

with the Chair, Company Secretary, other members of the

Board and external advisers. As Non-Executive Directors, Nick

and Andy met with the Group Executive and other select

members of senior management who provided an overview

of their area of subject matter expertise. The programme

covered topics including safety, Group strategy, sustainability,

our approach to stakeholder engagement divisional deep-

dives, financial and treasury matters, risk, corporate

governance and directors’ duties. In addition, to aid his

understanding of the business, Nick Anderson visited Weir

sites in the UK and Netherlands.

Ongoing training and development

Under the direction of the Chair, the Company Secretary is

responsible for arranging Board training and assisting with

professional development as required. Training is built into

our annual Board agenda at regular intervals and is facilitated

by both internal specialists and external advisers. During the

year, the Board received a briefing on key legal and

regulatory developments from their external lawyers.

The Board also had a teach-in on technology and innovation at

the Weir Advanced Research Centre including a review of Weir’s

technology strategy alongside the divisional digital strategy.

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## Board effectiveness

Board performance review

The Board is fully committed to conducting annual reviews in order to continuously improve its performance and overall effectiveness. During 2024, the Board has taken action in relation to a

number of the key recommendations arising from the review conducted in 2023, as described in more detail in the table below.

|  |  |
| --- | --- |
|  |  |
| Key recommendations from 2023 review | Actions and outcomes during 2024 |
| To consider carefully Board focus at each meeting and shape both agenda and  papers  accordingly, including potentially allocating more time to discuss longer-term  (i.e. 5-10 year) questions around strategy, technology and sustainability. | The Sustainability and Technology Committee introduced a focus on reviewing questions around strategy,  technology and sustainability including a longer-term outlook through the leap agenda. |
| To capitalise further on Non-Executive Directors’ specialist knowledge and domain  expertise, including taking opportunities for Non-Executives to feed into external or  industry events or allocating individual Non-Executives to different areas of the business  to build deeper working relationships. | Non-Executives have shared their contacts, experience and industry knowledge with the Group Executive. |
| To ensure the Board has time for informal relationship building between Non-Executives  and the Group Executive. | The Group Executive and Non-Executives have met at both formal dinners, during the strategy day and the  technology training session. In addition, the Chair quarterly and, on an ad hoc basis, the other Non-  Executives have had one-on-one sessions with members of the Group Executive to build relationships. |

Board performance review in 2024

A thorough external review was undertaken with assistance from

Lisa Thomas of Independent Board Evaluation (IBE) following IBE’s

light touch reviews in the previous two years and the last

triennial review in 2021. Lisa is a member of the International

Register of Board Reviewers. Full details of how IBE were originally

selected can be found in our 2021 Annual Report. Aside from

assistance on prior Board effectiveness reviews in 2021, 2022

and 2023, neither IBE nor Ms Thomas has any other connection

with the Group, any individual Directors or the Company

Secretary, nor do they provide any other services to the Group.

The sections of the report describing the process followed and

outcome of the review (including the recommendations for the

Board) have been agreed with IBE. In 2024, the Board

performance review process took the following approach:

– Brief: A comprehensive brief was given to IBE by the Chair

and support materials for briefing purposes were provided

by the Company.

– Process and views sought: IBE observed Board and

Committee meetings undertaken in Glasgow in October

2024. IBE also interviewed each of the Board members on

a one-to-one basis in November. IBE also had access to all

October Board papers. In addition to interviews with Board

members, IBE spoke with all members of the Group

Executive about their interactions with the Board over the

course of the year and other key Board contributors and

external advisers.

– Company involvement and oversight: The Chief Legal

Officer and Company Secretary was responsible for

providing IBE with all necessary access and support to

conduct the review. The Senior Independent Director was

identified as IBE’s independent escalation point if required.

Outcome and recommendations

A report containing feedback from all the input and making

recommendations was prepared and shared with the Chair, the

CEO and subsequently, the full Board. The draft conclusions were

discussed during the December Board with Lisa Thomas present.

The headline findings of the 2024 Board performance review

were extremely positive noting that interactions are productive

and relationships are going well at these early stages of a newly

formed Board. While newness is a feature of some of the

feedback, the report noted that the Board is adding value to the

Group Executive and discussions are productive. The

recommendations from the review including the following either

already have been, or will be, taken forward by the Board in 2025:

– To expand the remit of the previous Sustainability and

Technology Committee to include safety and give the

Committee, and subsequently the Board, further oversight

on safety.

– To encourage the Senior Independent Director and CEO to

each spend time one-to-one with newer Non-Executive

Directors to ensure familiarity and complete a review of

whether there remain any gaps in knowledge after the

induction programme.

Committee feedback was given in separate Committee reports

but the report noted that the transition to each new Committee

Chair has gone very smoothly. All the Committees are

productive, with positive feedback on how they meet their

Terms of Reference and assure the Board.

Individual Director performance was shared by the Chair with

individual Directors. Chair feedback was shared by the Senior

Independent Director with the Chair following feedback from

both the Board Performance review and a meeting led by the

Senior Independent Director in December 2024 with the Non-

Executive Directors without the Chair present to provide Board

members with an opportunity to provide any feedback

regarding her performance. The feedback for both the Chair and

Directors was favourable concluding that each of the Chair and

the Directors make a positive and effective contribution to the

Board and demonstrate commitment to the role.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 90 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Risk management and internal controls

Risk management and internal controls

In accordance with the UK Corporate Governance Code, the

Group has an ongoing process for identifying, evaluating and

managing the significant risks through a comprehensive

internal control framework. This four-tier process has been in

place throughout 2024 and is described in more detail below.

The Board, in seeking to achieve the Group’s business

objectives, cannot offer an absolute guarantee that the

application of a risk management process will overcome,

eliminate or mitigate all significant risks. However, by further

developing and operating an annual and ongoing risk

management process to identify, report and manage

significant risks, the Board seeks to provide a reasonable

assurance against material misstatement or loss. More

information on how the Group seeks to manage risk can

be found on pages  59 to 70

The Audit Committee conducted a review of the

effectiveness of the Group’s systems of internal control and

risk management during 2024 on behalf of the Board, as set

out on page103. The Group’s internal control procedures

described on page100 of the Audit Committee report do not

cover joint venture interests. We have Board representation

on each of our joint venture companies, where separate,

albeit similar, internal control frameworks have been adopted.

Tier 1: Functional and front line controls

This includes a wide spectrum of controls common to many

organisations, including: standard operating procedures and

policies; a comprehensive financial planning and reporting

system, including quarterly forecasting; regular performance

appraisals and training for employees; restricted access to

financial systems and data; delegated authority matrices for

the review and approval of key transactions, arrangements

and other corporate actions; protective clothing and

equipment to protect our people from harm; IT and data and

cyber security controls; business continuity planning; and

assessment procedures for potential new recruits.

Tier 2: Monitoring and oversight controls

There is a clearly defined organisational structure within

which roles and responsibilities are articulated. There are

monitoring controls at operating company, regional,

divisional and Group level, including standard key

performance indicators, with action plans drawn up,

implemented and monitored to address any

underperforming areas.

A Compliance Scorecard self-assessment is completed

and reported by all operating companies twice a year.

The Scorecard assesses compliance with Group policies

and procedures, see page 104 for further details.

Financial monitoring includes comparing actual results

with the forecast and prior-year position on a monthly and

year-to-date basis. Significant variances are highlighted to

Directors on a timely basis, allowing appropriate action to

be taken.

Tier 3: Assurance activities

We obtain a wide range of both internal and external

assurances to provide comfort to management and the

Board that our controls are providing adequate protection

from risk and are operating as we would expect.

These sources of assurance were reviewed by the Board during

the year, and principally comprise external audit, internal audit,

SHE audits and IT audits. We have enhanced both our internal

capabilities around assurance and our external assurance on

ESG and non-financial reporting-related matters.

The various audit teams plan their activities on a risk basis,

ensuring resources are directed at the areas of greatest

need. Issues and recommendations to enhance controls are

reported to management to ensure timely action can be

taken, with oversight provided from the relevant governance

committees, including the Audit Committee and the

Excellence Committees.

Tier 4: Ethical and cultural environment

We are committed to doing business in an ethical and

transparent manner. This is supported by Weir’s values, which

are the core behaviours we expect our people to live by in

their working lives. The Weir Code of Conduct also

contributes to our culture, providing a high benchmark by

which we expect our business to be conducted.

Any examples of unethical behaviour are dealt with

appropriately and promptly. The Group has a combination of

formal and informal channels to raise concerns regarding

unethical behaviour, including the Weir Ethics Hotline, which

enables any member of the workforce to raise concerns in

confidence and, if they wish, anonymously. The Board reviews

the operation of the hotline on an annual basis, and is

provided with updates regarding the hotline routinely

through the Corporate Services report, which is presented at

every Board meeting. The Group's Compliance function

works closely with the business to ensure that any matters

raised via the Weir Ethics Hotline are investigated in a fair and

impartial manner consistent with the Group Investigation

Protocol. The Board is notified of follow-up actions taken

where appropriate to do so.

The Responsible Business Practices section on page 57

provides more details on the Group’s activities to promote

ethical behaviour and the Weir Ethics Hotline.

The Audit Committee, our internal audit function

and our external auditors

Details of the roles and responsibilities of the Audit

Committee and its members can be found in the Audit

Committee report on pages 99 to 112. Information on the

role of the Group's internal audit function, as well as that of

the Company’s external auditors, is also provided in the Audit

Committee report.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Our internal control framework has four key tiers: |  |
|  |  |  |
|  | 4 - Ethical and cultural environment |  |
|  |  |  |
|  | 3 - Assurance activities |  |
|  |  |  |
|  | 2 - Monitoring and oversight controls |  |
|  |  |  |
|  | 1 - Functional and front line controls |  |
|  |  |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 91 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Nomination

## Committee

## report

![]()

|  |
| --- |
|  |
|  |
|  |
|  |
|  |
| We are confident that our refreshed  Board has the appropriate size, skills,  and expertise among its Directors to  effectively support the Company in  executing its strategy."  Barbara Jeremiah  Chair of the Nomination Committee  Dear shareholder  I am pleased to present my report as Chair of the  Nomination Committee. In the past two years, the Board has  undergone significant changes. We are confident that our  refreshed Board has the appropriate size, skills, and expertise  among its Directors to effectively support the Company in  executing its strategy. In 2024, Sir Jim McDonald stepped  down at the conclusion of the AGM having served nine years  with us and Srinivasan Venkatakrishnan did not stand for re-  election to the Board. In July 2024, Stephen Young retired  from the Board for personal reasons. I am very grateful to Sir  Jim, Venkat and Stephen for their insightful and important |
|  |

![]()

Role of the Committee

The Nomination Committee has responsibility for:

considering the size, structure and composition of

the Board; reviewing Director and senior

management succession plans, and overseeing

the development of a diverse talent pipeline; and

making appropriate recommendations to the

Board on candidates, so as to maintain an

appropriate balance of skills, experience and

knowledge on the Board.

Nomination Committee meeting attendance

\* Sir Jim McDonald resigned following the 2024 AGM

Terms of Reference

– During 2024, the Nomination Committee

reviewed its Terms of Reference to reflect

changes from the Corporate Governance Code

2024.

à Read more

The full responsibilities of the Nomination

Committee are set out in its Terms of Reference,

which are reviewed annually and available at

[global.weir/investors/corporate-governance/](global.weir/investors/corporate-governance/board-committees/)

[board-committees/](global.weir/investors/corporate-governance/board-committees/)

contributions to the Board and its Committees during

their tenures and all leave with our best wishes for their

future endeavours.

In February and March 2024, we welcomed Andy Agg and

Brian Puffer respectively to the Board. In May 2024, Nick

Anderson was appointed to the Board and we were pleased

to welcome him at our Board meeting in Bangalore in June.

In addition to considering Board and Committee composition,

![]()

|  |  |
| --- | --- |
|  |  |
| Members | Attendance |
| Barbara Jeremiah (Chair) | 7/7 |
| Dame Nicola Brewer | 7/7 |
| Ben Magara | 7/7 |
| Nick Anderson | 4/4 |
| Sir Jim McDonald\* | 3/3 |

the Nomination Committee has also spent time this year

considering talent development and succession planning

among our Group Executive and their direct reports. You can

read more about our activities in this area on page 94.

As ever, the Nomination Committee remains dedicated to

recruiting globally recognised, industry-leading talent, so that

our Weir colleagues see great leaders – at both Board and

senior management level – who look and sound like them. In

the various roles I have been privileged to hold, including

serving as Weir's Chair, I have seen and embraced the value

and power of visible role models.

You can read more about how we continue to meet all of the

measurable objectives set out in our Board Diversity Policy, as

well as the gender and ethnic diversity-related targets set out in

the UK Listing Rules, on pages 94 and 95. We continue to support

both the FTSE Women Leaders’ Review and the Parker Review

and our associated disclosures are set out on page 96.

If you wish to discuss any aspects of the Nomination

Committee report, or our activities more generally, with me,

then please join our AGM on 24 April 2025 in Glasgow. You

can share your question with me in advance if you wish to do

so via our dedicated email address: weirAGM@mail.weir.

|  |
| --- |
|  |
| Barbara Jeremiah Signature April 2022 final.png |
| Barbara Jeremiah  Chair of the Nomination Committee |
| 27 February 2025 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 92 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Nomination Committee

## report

### continued

Board composition, skills and attributes

We recognise the importance of the Board and its

Committees having a combination of skills, experience and

knowledge. This ensures we have an effective and

entrepreneurial Board that is well-placed to promote the

long-term sustainable success of the Company, generating

value for shareholders and contributing to wider society.

The Nomination Committee reviews the skills, attributes and

diversity represented by the Directors on the Board and

determines whether the existing Board composition remains

appropriate to achieve the Group’s purpose and strategy.

The Nomination Committee does this by maintaining a skills

matrix that tracks both the skills and experience needed

currently, and those future-facing attributes the Board

intends to develop or acquire over the longer term as it

executes its strategy. This matrix is then reviewed in

conjunction with individual Director tenure to assist with

Board appointments and associated succession planning.

The most recently approved version of our Board skills matrix

is set out on the right. The charts that follow describe various

elements of diversity across the Board, and are

supplemented by our disclosures under the UK Listing Rules,

FTSE Women Leaders Review and Parker Review set out on

page 96.

The Nomination Committee is satisfied that the Board and its

Committees have the right combination of skills, experience

and knowledge among a group of individuals that embody

many aspects of diversity.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
| Board independence as at 31 December 2024 | | | |
|  | ¢ | Non-Executive | 7 |
|  | ¢ | Executive | 2 |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |

![20340965113970]()

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
| Board ethnicity as at 31 December 2024 | | |  |
|  | ¢ | White British or other  White minority | 8 |
|  | ¢ | Black/African/Caribbean/  Black British | 1 |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |

![]()

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Board skills and attributes matrix  Director | Independence | Engineering  Technology  Digital & Cyber | Mining | Governance | Environment &  Sustainability | Banking &  Finance | International | Leadership |
| Barbara Jeremiah | ò |  | ò | ò | ò |  | ò | ò |
| Jon Stanton |  |  | ò | ò | ò | ò | ò | ò |
| Brian Puffer |  | ò |  | ò |  | ò | ò | ò |
| Andy Agg | ò |  |  | ò | ò | ò | ò | ò |
| Dame Nicola Brewer | ò |  |  | ò | ò |  | ò | ò |
| Penny Freer | ò | ò |  | ò | ò | ò |  | ò |
| Tracey Kerr | ò | ò | ò | ò | ò |  | ò | ò |
| Ben Magara | ò | ò | ò | ò | ò |  | ò | ò |
| Nick Anderson | ò | ò |  | ò | ò | ò | ò | ò |

![15942918603020]()

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
| Board gender balance as at 31 December 2024 | | | |
|  | ¢ | Men | 5 |
|  | ¢ | Women | 4 |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
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![4398046512242]()

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
| Board nationality as at 31 December 2024 | | |  |
|  | ¢ | British | 4 |
|  | ¢ | British/American | 2 |
|  | ¢ | British/Australian | 1 |
|  | ¢ | American | 1 |
|  | ¢ | Zimbabwean | 1 |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |

![4398046512218]()

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 93 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Nomination Committee report

### continued

Board appointments process

The Nomination Committee leads the process for

appointments to the Board, ensuring that there is a formal,

rigorous and transparent procedure in place for each

appointment.

All appointments are based on merit and objective criteria,

with candidates being evaluated to assess their suitability

across a number of areas, including (without limitation) skills,

education, experience, background and independence.

Within this context, due regard is also given to promoting

diversity of gender, social and ethnic backgrounds, and

cognitive and personal strengths, and the benefits that this

can bring to the Board and its Committees, in line with the

measurable objectives set out in our Board Diversity Policy.

The specific appointment processes followed during the

year in relation to the appointment of Nick Anderson is

described in more on the detail on the right. The process

relevant to the appointment of Andy Agg was set out in our

2023 Annual Report.

Non-Executive Director appointment process

![]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
| Candidate  specification |  | The Nomination Committee began by considering the current Board composition, the existing skills and  attributes matrix, and tenure of individual Directors. On this basis, it was recognised that an additional  Director with specific experience as a strategic leader and with experience in growing global businesses  would provide strength to the board room. |
|  |  |  |
|  |  |  |
| Engagement of  professional  advisers and  candidate  review process |  | Leading executive search firm Korn Ferry was engaged to assist with profiling candidates for this  position. In addition to having a wide pool of potential candidates, Korn Ferry is also a signatory to the  Voluntary Code of Conduct for Executive Search Firms, and is accredited in the Enhanced Code of  Conduct for Executive Search Firms (in line with our Board Diversity Policy measurable objectives).  Except for its involvement in prior director searches and leadership insights assessments, Korn Ferry  does not have any connection with Weir or individual Directors. |
|  |  |  |
|  |  |  |
| Interviews and  associated  due diligence |  | Shortlisted candidates were interviewed by the Chair, with high potential candidates then being invited  to meet with other Board members (including the Chief Executive Officer, Senior Independent Director  and Chair of the Committees on which the successful candidate would ultimately sit). |
|  |  |  |
|  |  |  |
| Recommendation  and approval |  | In March 2024 , the Nomination Committee unanimously decided to recommend the appointment of  Nick Anderson to the Board and in May 2024 the Board approved the appointment. Nick was selected  on the basis that he had strong experience on listed company boards and committees, experience as a  leader including having been CEO of another significant public company in the highly relevant  industrials space and  international experience in growing companies globally. Nick was considered an  ideal candidate to provide his experience to the Board and its Remuneration, Nomination and Audit  Committees. |
|  |  |  |
|  |  |  |
| Induction |  | Following his appointment, Nick has undertaken a comprehensive and tailored induction programme.  Further details on our induction process can be found on page 88. |
|  |  |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 94 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Nomination Committee report

### continued

Succession planning

Weir adopts a structured and formalised approach to

succession planning at both Board and senior management

level. Our succession planning processes encompass a range

of planning, communication and development activities

designed to:

– ensure individuals at Weir are developed to their

fullest potential;

– facilitate the orderly replacement of individuals who are

ready to move on from Weir;

– strengthen retention and avoid unforeseen or

regretted departures;

– ensure there is emergency cover in place for all key roles

at Group Executive level; and

– oversee the development of a diverse pipeline into both

the Board and the Group Executive and direct reports.

Succession planning was an agenda item at most of the

Nomination Committee’s substantive meetings this year, with

the key items under consideration including:

– Board composition, and Committee membership,

including the appointment of Nick Anderson to the

Remuneration, Audit and Nomination Committees; and

– Group Executive succession planning, to oversee a

strong and diverse pipeline for succession for all Group

Executive roles.

Board diversity policy and associated objectives

Weir has had a Board Diversity Policy for more than ten years

and a copy is available on our website at [global.weir/](https://www.global.weir/siteassets/pdfs/investors/board-committees/2025/weir-group-board-diversity-policy-2025.pdf)

[siteassets/pdfs/investors/board-committees/2025/weir-](https://www.global.weir/siteassets/pdfs/investors/board-committees/2025/weir-group-board-diversity-policy-2025.pdf)

[group-board-diversity-policy-2025.pdf](https://www.global.weir/siteassets/pdfs/investors/board-committees/2025/weir-group-board-diversity-policy-2025.pdf)

Our Board Diversity Policy was updated in December 2024 to

reflect the 2024 Corporate Governance Code.

Our Board Diversity Policy is integral to achieving our

strategic objectives and we are fully committed to ensuring

our Board and all its Committees encompass all aspects of

diversity because:

– diversity is critical to our equity and equality obligations;

– it is important that the Board composition better reflects

the diversity of our people around the world;

– fundamentally, better business outcomes are achieved

when diversity is achieved in its broadest sense; and

– being able to draw on the individual and collective

contributions of a diverse Board will ultimately lead

to a competitive advantage and enhance delivery of

our strategy.

I am delighted to confirm that we have met all four objectives

(and, therefore, as at 31 December 2024, all three of the

targets on Board diversity set out in UKLR 6.6.6R(9)). Further

detail on our disclosures for the purposes of the UK Listing

Rules are set out on the following page.

|  |  |
| --- | --- |
|  |  |
| Board Diversity Policy  measurable objective | Progress during 2024 |
| At least 40% of the Directors  are women. | Objective achieved: As at  31 December 2024, four out  of nine Directors (44%) were  women. |
| At least one of the positions  of Chair, Chief Executive  Officer, Senior Independent  Director and Chief Financial  Officer to be held by  a woman. | Objective achieved: As at  31 December 2024, two  positions are held by a  woman (Chair and Senior  Independent Director). |
| At least one Director to be  from a minority ethnic  background. | Objective achieved: As at  31 December 2024, one out  of nine Directors (11%) was  from a minority ethnic  background. |
| Engage only executive search  firms who have signed up to  both the voluntary code of  conduct and enhanced  voluntary code of conduct  for executive search firms  in relation to Board  appointments. | Objective achieved: Korn  Ferry meet these  requirements. |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 95 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Nomination Committee report

### continued

Board and executive management diversity

In accordance with the UK Listing Rules, the tables below set out our gender and ethnic representation at Board and executive management level.

Gender representation: Board and executive management as at 31 December 2024

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Description | Number of  Board members | Percentage  of the Board | Number of senior positions on the  Board (CEO, CFO, SID and Chair) | Number in  executive management\* | Percentage of executive  management\* |
| Men | 5 | 56% | 2 | 6 | 75% |
| Women | 4 | 44% | 2 | 2 | 25% |
| Other categories | – | – | – | – | – |
| Not specified/prefer not to say | – | – | – | – | – |

Ethnic representation: Board and executive management as at 31 December 2024

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Description | Number of  Board members | Percentage  of the Board | Number of senior positions on the  Board (CEO, CFO, SID and Chair) | Number in  executive management\* | Percentage of executive  management\* |
| White British or other White  (including minority-white ethnic groups) | 8 | 89% | 4 | 8 | 100% |
| Mixed/Multiple ethnic groups | – | – | – | – | – |
| Asian/Asian British | – | – | – | – | – |
| Black/African/Caribbean/Black British | 1 | 11% | – | – | – |
| Other ethnic group | – | – | – | – | – |
| Not specified/prefer not to say | – | – | – | – | – |

For the purposes of the tables set out above (and all disclosures in relation to Board and executive management diversity in this annual report, unless otherwise specified):

We continue to use 31 December as our reference date, given that this aligns with our financial year end and provides a consistent snapshot of our position on gender and ethnic diversity to allow for comparison across year's.

\*Following Jennifer Haddouk’s appointment as Company Secretary with effect from 6 January 2025 (between the reference date of 31 December 2024 and the date of this Annual Report), the statistics set out in the previous table will be impacted as follows:

– Gender representation in executive management - Men 6 (66.7%) and Women 3 (33.3%).

– Ethnic representation in executive management - White British or other white 9 (100%)

– Executive management as defined in the UK Listing Rules means the executive committee or most senior executive or managerial body below the Board, including the company secretary but excluding administrative and support staff. At Weir, executive

management therefore comprises the Group Executive (which prior to 6 January 2025 included the Company Secretary). Following the appointment of a separate Company Secretary, from 6 January 2025 onwards, executive management comprises the

Group Executive and the Company Secretary.

Our approach to data collection

Gender and ethnicity data are collected on an annual basis applying a standardised process managed by the Company Secretariat team in conjunction with our HR function.

Each individual is requested to complete an identical questionnaire on a strictly confidential and voluntary basis, through which the individual self-reports their ethnicity and gender identity or

states that they do not wish to report the data. Consent is provided for data collection and processing of that data in accordance with the Group’s Privacy Statement.

The criteria of the standard form questionnaire are fully aligned to the definitions in the UK Listing Rules, with individuals required to specify:

a. Self-reported gender identity – selection from the following categories: (a) man; (b) woman; (c) other category (please specify); and (d) not specified/prefer not to say

b. Self-reported ethnic background – selection from the following categories, as designated by the UK Office of National Statistics: (a) White British or other White; (b) Mixed/Multiple ethnic

groups; (c) Asian/Asian British; (d) Black/African/Caribbean/Black British; (e) other ethnic group; and (f) not specified/prefer not to say

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 96 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Nomination Committee report

### continued

FTSE Women Leaders' Review

We continue to support the targets set out in the FTSE

Women Leaders Review, and include data from previous

years to allow for historic trend analysis. In line with the FTSE

Women Leaders Review reporting cycle, all data is shown at

the snapshot date of 31 October in each reporting year. Our

data on Board and Group Executive diversity as at 31

December 2024, can be found on page 95.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | As at  31 October  2024 | As at  31 October  2023 | As at  31 October  2022 |
|  |  |  |  |
| % of females  on Board | 44%  (4 out of 9) | 45%  (5 out of 11) | 42%  (5 out of 12) |
|  |  |  |  |
| At least one  Chair/CEO/  SID/CFO to be  held by a  woman | Yes  (Chair &  SID) | Yes  (Chair) | Yes  (Chair) |
|  |  |  |  |
| % of females  in leadership  teams | 31%  (17 out of 55) | 25%  (13 out of 51) | 24%  (13 out of 55) |

The FTSE Women Leaders Review defines leadership teams as

members of the executive committee and their direct reports

(excluding administrative and support staff). At Weir,

leadership teams for the purposes of the FTSE Women

Leaders Review therefore comprise the Group Executive and

any roles at job role bands 4 or 5 which report to a member

of the Group Executive.

We use this same group of individuals to report on gender

diversity of senior management and their direct reports for

the purposes of Provision 23 of the UK Corporate Governance

Code. While progress at the leadership team level is being

made, we are seeking to accelerate this in spite of the

challenges we face as a result of operating in an historically

male-dominated industry. The Group Executive remains

committed to achieving an improved gender balance

among the leadership teams category over the next few

years, including through strengthened communication of our

gender diversity targets and increasing accountability for

their delivery.

Parker Review

In line with the Parker Review reporting cycle, all data for our

Board-level ethnicity disclosures is shown at the snapshot

date of 31 December in each reporting year.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | As at  31 December  2024 | As at  31 December  2023 | As at  31 December  2022 |
| Number of  directors from an  ethnic minority  background | 1 | 2 | 2 |

The Parker Review defines senior management as members

of the executive committee (or equivalent) and those senior

managers who report directly to them – this is aligned with

the definition of leadership teams in the FTSE Women Leaders

Review. At Weir, senior management for the purposes of the

Parker Review therefore comprises the Group Executive and

their direct reports.

In line with the 2023 Parker Review recommendations we set

a target of 14% ethnic diversity among our Group Executive

and their senior direct reports to be achieved by the end of

2027. Currently, 4% of our Group Executive and their senior

direct reports have self-declared as being ethnically diverse

for the purposes of the Parker Review. We set a target that

sought to more than double our performance in this area

(based on our statistics in 2023), while recognising that there

may be scope to set a more stretching goal as we see

progress in both gender and ethnic diversity in due course.

Election and re-election of Directors

The Company will submit all eligible Directors for re-election,

and in the case of Nick Anderson, election for the first time, at

the Company’s Annual General Meeting in April 2025.

As part of making any recommendation to the Board in

respect of elections or re-elections, the Nomination

Committee assesses each Director, including considering:

their performance on the Board and its Committees; the

findings of the Board performance review; their attendance

record during the year and their other time commitments

outside Weir; and their contribution to the long-term

sustainable success of the Company. For Non-Executive

Directors, the Committee also considers whether each

individual Director continues to be considered independent

for the purposes of the UK Corporate Governance Code.

You can read more on our independence assessment on

page 88.

In accordance with the UK Corporate Governance Code,

the notice of Annual General Meeting sets out the

specific reasons why each Director’s contribution is,

and continues to be, important to the Company’s long-

term sustainable success.

à Read more

Inclusion, Diversity & Equity policies can be viewed on our

website: [global.weir/sustainability/our-governance-and-](global.weir/sustainability/our-governance-and-policies/)

[policies/](global.weir/sustainability/our-governance-and-policies/)

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 97 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Safety, Sustainability and Technology Committee report

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |

|  |
| --- |
|  |
|  |
|  |
|  |
|  |
| I am looking forward to tackling the big  questions regarding the future of the  mining industry."  Tracey Kerr  Chair of the Safety, Sustainability and Technology Committee  Dear shareholder,  I am delighted to present my first report as Chair of the  Safety, Sustainability and Technology Committee (previously  called the Sustainability and Technology Committee).  During 2024, we provided both strategic and governance  oversight of our sustainability strategy – delivering  sustainable Weir and accelerating sustainable mining. The  structure of the meetings was split across the two parts of  the strategy. This provided us with a clear focus to evaluate  relevant risks and opportunities and oversee performance  against agreed technology and sustainability metrics. The  Committee benefited from the insights of external  attendees and detailed pre-read briefings to broaden and  inform the discussions. |
|  |

Following discussion by the Board, the Committee's remit

was expanded to cover safety, which led to the change of

name of the Committee to become the Safety, Sustainability

and Technology Committee. From 1 January 2025, the

Committee will, alongside its existing remit, provide a

forum to:

– identify safety opportunities and risks relevant for the

long-term future success of the Group;

– oversee the future evolution of the Group safety strategy

and its integration with the Group's core business strategy;

– constructively review and discuss operational safety and

environmental performance trends and safety risk

management; and

– oversee the use of technology and innovation to reduce

operational risk and increase personal safety.

My focus for 2025 will be to ensure that safety matters are

embedded in the committee agenda.

I am looking forward to working with the management team

![]()

|  |
| --- |
|  |
| Tracey Kerr.jpg |
| Tracey Kerr  Chair of the Safety, Sustainability and Technology Committee |
| 27 February 2025 |

to tackle the big questions regarding the future of the mining

industry, identifying and managing opportunities and risks for

the long-term future success of Weir.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Role of the Committee  The role of the Committee is to provide both strategic  and governance oversight to explore the future of the  mining industry and the implications for the Group's  integrated business model. The focus of the  Committee is the ‘leap agenda’ in safety, sustainability  and technology. The Committee is intended to bring  together relevant experience from members and  external thought leaders to provide input on, and  governance in relation to, management’s response to  thematic long-term trends in the mining and metals  industry, considering the opportunities and risks for the  long-term future success of the Group.  Members have been selected with the aim of  providing the wide range of mining, safety,  sustainability, technology and commercial expertise  necessary to fulfil Committee responsibilities.  Individual biographies can be found on pages 75 to 78.  The Terms of Reference of the Committee were  updated from 1 January 2025 to reflect the addition  of safety.  à Read more about the full responsibilities of the  Safety, Sustainability and Technology Committee in  its Terms of Reference, which are reviewed annually  and available at [global.weir/investors/corporate-](https://www.global.weir/investors/corporate-governance/board-committees/)  [governance/board-committees](https://www.global.weir/investors/corporate-governance/board-committees/)/  Safety, Sustainability and Technology  Committee meeting attendance |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Members | Attendance |  |
|  | Tracey Kerr (Chair) | 3/3 |  |
|  | Andy Agg | 3/3 |  |
|  | Dame Nicola Brewer | 3/3 |  |
|  | Ben Magara | 3/3 |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 98 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Safety, Sustainability and Technology Committee report

### continued

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | Main activities of the Safety, Sustainability and  Technology Committee  (i) Deliver Sustainable Weir  The Committee discussed long-term sustainability issues  that included:  – a round table discussion on emerging thematic long-  term ESG trends, including climate change strategy and  net-zero transition planning together with a report on  scope 3 target and a recommendation to the Board;  – a review of progress and strategy on sustainability and an  update on the non-financial reporting regulatory  legislative landscape with recommendations to the Audit  Committee on the context for the ESG assurance  roadmap; and  – a review of the proposed sustainability and technology-  related key performance indicators for the 2025 Balanced  Scorecard leading to a recommendation to the  Remuneration Committee. | (ii) Accelerate Sustainable Mining  The Committee had three thematic deep-dives during  2024 covering some of the key sustainable mining  challenges for our customers:  – a discussion on the scale and scope of the tailings  challenge globally including external perspectives and  technology approaches;  – an analysis of the issues and consequences of low  precision ore characterisation and the benefits of the  technological solutions to use less energy, create less  waste and use water wisely; and  – a review of the Weir Enterprise Technology Roadmap.  In order to help facilitate technology discussions by increasing  the knowledge of the Non-Executive Directors, the full Board  and Group Executive team attended a technology training  session at Weir’s Advanced Research Centre (WARC). This was  a very useful opportunity for the Board members to learn more  about the technology structure and strategy, digital strategy,  the Enterprise Technology Roadmap and ‘blue sky’  technologies being developed by Weir’s engineers in  collaboration with leading engineering academics to support  both the development of new products and solutions, and our  core technology positions. |  |
|  |  |  |  |

![]()

Our sustainability strategy

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 99 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Audit Committee

## report

![page102_PNG_background.png]()

![]()

|  |
| --- |
|  |
|  |
|  |
|  |
|  |
| The Committee has fulfilled its key  objective of providing effective  governance over the Group’s financial  reporting during the year."  Andy Agg  Chair of the Audit Committee  Dear shareholder,  I am pleased to present our report for the year ended 31  December 2024, my first year as Committee Chair. This  outlines how the Committee has fulfilled its key objective of  providing effective governance over the Group's financial  reporting and also highlights our key priorities for 2025.  As highlighted in last year’s report, I joined the Committee  on 27 February 2024 and Srinivasan Venkatakrishnan stood  down on 31 March 2024. Stephen Young stood down on 31  July 2024, at which point I took over responsibilities of  Committee Chair. I would like to express thanks to Stephen  for his leadership of the Committee during his tenure and  also thank Venkat for his contributions. Nick Anderson joined  on 15 May 2024 and I would like to take this opportunity to  formally welcome Nick to the Committee. |

2024 highlights

In addition to our routine business, we:

– Continued to monitor preparations and consider the Group’s

proposed approach to ensure compliance with the 2024

edition of the UK Corporate Governance Code.

– Reviewed steps taken by the Group in response to the new

failure to prevent fraud offence introduced by The

Economic Crime and Corporate Transparency Act 2023.

– Considered the adequacy of the control environment of

the newly established Weir Business Services.

– Reviewed the Group's ESG assurance roadmap, gaining

comfort that a framework is in place to meet emerging

regulatory requirements and enhance the governance

over non-financial metrics; reviewed the assurance results

across an expanded suite of ESG metrics.

– Initiated the audit tender process, which is required to be

concluded for the year ending 31 December 2026.

Areas of focus 2025

Key focus areas for the Committee in 2025 are expected to be:

– Monitoring progress to ensure we are prepared to comply

with new Provision 29 of the 2024 edition of the UK

Corporate Governance Code in due course.

– Monitoring activities to ensure we are prepared for the

entry into force of the new failure to prevent fraud offence

mentioned above.

– Ongoing review of transformation across Finance, which

may have an impact on financial reporting and audit.

– Ongoing review of activities from the Group's ESG

assurance roadmap as new areas of focus emerge.

– Concluding the audit tender process.

|  |
| --- |
|  |
| Andy Agg.png |
| Andy Agg  Chair of the Audit Committee |
| 27 February 2025 |

Role of the Committee

The Audit Committee is responsible for providing

effective governance over the Group’s financial

reporting and making appropriate recommendations

to the Board. This includes reviewing the effectiveness

of the risk management and internal control

frameworks, reviewing significant financial reporting

judgements and reviewing the activities of Internal

Audit. The Committee is also responsible for

appointing the external auditor, approving fees and

assessing audit quality and independence.

Audit Committee members and

meeting attendance

![]()

|  |  |
| --- | --- |
|  |  |
| Members | Attendance |
| Stephen Young (Chair to 31 July 2024) | 3/3 |
| Andy Agg (Chair from 1 August 2024) | 2/2 |
| Nick Anderson (from 15 May 2024) | 2/2 |
| Penny Freer | 4/4 |
| Tracey Kerr | 4/4 |
| Srinivasan Venkatakrishnan  (to 31 March 2024) | 2/2 |

Graham Vanhegan, Chief Legal Officer acted as

Secretary to the Committee through 2024 and

Jennifer Haddouk, Company Secretary effective from

6 January 2025, has taken on this responsibility.

Members have been selected with the aim of

providing the wide range of financial and commercial

expertise necessary to fulfil Committee

responsibilities. Individual biographies have been

presented on pages 75 to 78.

à Read more The full responsibilities of the Audit

Committee are set out in its Terms of Reference,

which are reviewed annually and available at:

[global.weir/siteassets/pdfs/investors/board-](www.global.weir/siteassets/pdfs/investors/board-committees/2025/weir-group-audit-committee-terms-of-reference-2025.pd)

[committees/2025/weir-group-audit-committee-](www.global.weir/siteassets/pdfs/investors/board-committees/2025/weir-group-audit-committee-terms-of-reference-2025.pd)

[terms-of-reference-2025.pd](www.global.weir/siteassets/pdfs/investors/board-committees/2025/weir-group-audit-committee-terms-of-reference-2025.pd)f

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 100 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Audit Committee report

### continued

Main activities of the Audit Committee

The main activities of the Audit Committee are outlined

below. We meet four times during the year and have met

twice since the year end. Each Committee meeting normally

takes place prior to a Board meeting, at which an update

on Committee activities is provided. We have the ability to

call on Group employees to assist in our work and to obtain

any information required from Executive Directors in order

to carry out our roles and responsibilities. We are also able

to obtain outside legal or independent professional advice

if required.

(i) Financial reporting

Our principal responsibility in this area is the review and

challenge of the actions and judgements of management in

relation to the interim and annual financial statements before

submission to the Board, paying particular attention to:

– critical accounting policies and practices, and any changes

therein;

– decisions requiring significant judgements or estimates or

where there has been discussion with the external auditor;

– the existence of any errors, adjusted or unadjusted,

resulting from the audit;

– the clarity of the disclosures and compliance with

accounting standards and relevant financial and

governance reporting requirements;

– an assessment of the adoption of the going concern basis

of accounting and a review of the process and financial

modelling underpinning the Group’s Viability statement;

– how the impact of climate change is considered and

reflected in the financial statements and related

assessments; and

– the processes surrounding the compilation of the Annual

Report and Financial Statements with regard to presenting

a fair, balanced and understandable assessment of the

Group’s position and prospects.

(ii) Internal control and risk management

While overall responsibility for the Group’s risk management

and internal control frameworks rests with the Board, the

Audit Committee has a delegated responsibility to keep

under review the effectiveness of the systems supporting

these. Further details on accountability for Risk Management

are provided in the Corporate Governance report on page 90.

Our work in this area is supported by: reporting from the

Group Head of Internal Audit on the results of the

programme of internal audits completed; the overall

assessment of the internal control environment, with

reference to the results of their work and the results from

the self-assessed Compliance Scorecards; and in addition,

reporting, either verbal or written, from Senior Management

covering any investigations into known or suspected

fraudulent or inappropriate activities. We take comfort from

work undertaken for the Board on a review of the sources

of assurance, which are mapped against the principal risks

(see (iii) Internal audit). In addition, the Committee takes

comfort from the audit work performed and conclusions

reached by PwC over the controls environment of the

Group’s critical IT systems.

The Committee also receives regular reporting on the

Group’s ethics and compliance-related activities from the

Group Head of Internal Audit and Chief Compliance Officer.

This includes reviewing the Group’s Ethics Hotline

programme, which provides a mechanism for employees

with concerns about the conduct of the Group or its

employees to report their concerns. The Committee ensures

that appropriate arrangements are in place to receive and

act proportionately on any complaint about malpractice, in

financial reporting or otherwise.

The Committee also receives presentations from each

Divisional VP of Finance, Group Head of Tax, Group Treasurer,

Group Head of Risk and Insurance and Group Chief

Information Security Officer, all of which inform the

Committee's assessment of the internal control and risk

management framework and its effectiveness.

(iii) Internal audit

The Committee has a responsibility to monitor the

effectiveness of the Group’s Internal Audit function. During

the year, the Group Head of Internal Audit and Chief

Compliance Officer provides the Committee Chair with

copies of all internal audit reports, and presents the results of

audit visits and progress against the internal audit plan to the

Committee, with particular focus on high-priority findings

and the action plans, including management responses, to

address these areas. Private discussions between the

Committee Chair and the Group Head of Internal Audit and

Chief Compliance Officer are held during the year as

required and at least once a year with the full Committee.

These updates, combined with Compliance Scorecard

reporting, provide broad coverage of the Internal Audit

function and a good sense of the control environment. This

also allows the Committee to ensure the function is effective,

which includes assessing the independence of the function,

ensuring that it is adequately resourced and has appropriate

standing within the Company.

One of the main duties of the Committee is to review the

annual internal audit plan and to ensure that Internal Audit

remains focused on providing effective assurance. As part of

the Group’s risk management procedures, key sources of

assurance are mapped against the Group’s core processes

and this is used to ensure internal audit planning considers

wider internal assurance risk indicators.

The factors considered when deciding which businesses to

audit and the scope of each audit are, amongst other things,

critical system or Senior Management changes, financial

results, assessments from other assurance reviews

undertaken, whistleblower report instances and whether the

business is a recent acquisition. The timing of the most

recent visit and consideration of the number of visits to each

operating company in the Group on a cyclical basis are also

taken into account. In addition, the emergence of any

common themes or trends in the findings of recent internal

audits or Compliance Scorecard submissions is taken into

consideration. Planning is further assisted by a risk modelling

tool for dynamic risk prioritisation of audits.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 101 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Audit Committee report

### continued

(iv) External audit

![page101_PNG_background.png]()

![]()

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | (v) Non-financial reporting  The Committee Terms of Reference have been  updated to include responsibility to keep under review  the effectiveness of the internal controls and systems  for reporting non-financial data, and the related  assurance activity, where appropriate. The Committee  receives reporting in relation to ESG assurance activity  from the Group Financial Controller and the Group  Head of Sustainability attends as required. |  |  |  | Audit Committee meeting calendar  The below calendar of activities sets out the matters  discussed and outcomes reached at each of the  Committee meetings. This reflects Committee  meetings where content relevant to the 2024 financial  year was discussed. |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Audit Committees and the External Audit:  Minimum Standard  The Company and its Audit Committee apply the  'Audit Committees and the External Audit: Minimum  Standard' (the Standard) published by the FRC in 2023.  This Committee report describes how, and the extent  to which the Company has complied with, the  provisions of the Standard during 2024.  There were no shareholder requests for certain  matters to be covered in the audit during the year and  there were no regulatory inspections of the quality of  the Company's audit. An explanation of the application  of the Group's accounting policies is provided in note  2 to the financial statements. |  |  |  |  |  |
|  | | | | | |  |

The Committee is responsible for recommending to the

Board the appointment, re-appointment, remuneration

(including non-audit services) and removal of the external

auditor. The external auditors are PwC who were first

appointed for the financial year commencing 1 January 2016

following a competitive tender process. The Committee has

complied with the Competition and Markets Authority Order

‘The Statutory Audit Services for Large Companies Market

Investigation (Mandatory Use of Competitive Tender

Processes and Audit Committee Responsibilities) Order 2014’

during the financial year ended 31 December 2024.

When considering whether to recommend the

re-appointment of the external auditor, the Committee

considers a range of factors, including the effectiveness of

the external audit, the period since the last audit tender was

conducted, and the ongoing independence and objectivity

of the external auditor.

In line with regulatory requirements to conduct a tender at

least every ten years, and rotate auditors after at least twenty

years, the next audit tender process has commenced for the

year ending 31 December 2026. The Committee considers

this timing to be in the best interests of the Company's

members given that this aligns with regulatory requirements.

The Committee initiated planning for the tender process at

its meeting in October 2024 and have formally invited firms

to participate in the process. As there is no requirement to

rotate auditors at this time, PwC have indicated their intention

to participate in the tender process. The anticipated

timetable for the tender process to be concluded is

June 2025.

Should the external auditor resign, the Committee would be

responsible for investigating the issues surrounding the

resignation and consider whether any action is required.

![]()

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| --- | --- | --- |
|  |  |  |
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|  | July 2024  – Reviewed the findings from the internal audits  performed to date and the results from the H1 2024  compliance scorecard.  – Reviewed the findings from a specific review  performed following a whistle-blower incident and  agreed to review management responses to the  recommendations at the next meeting.  – Reviewed and confirmed external auditor  effectiveness.  – Reviewed PwC's draft audit plan and agreed to  recommend approval of the plan to the Board.  – Reviewed the key judgemental issues, PwC's interim  review findings and the interim financial statements;  agreed to recommend approval of PwC's letter of  representation, key accounting judgements and the  financial statements to the Board.  – Received the annual update from the ESCO Division  VP of Finance & Accounting.  – Held private session with the external auditors. |  |
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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 102 |
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## Audit Committee report

### continued

![page104_PNG_background.png]()

![]()

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | October 2024  – Reviewed the findings from further internal audits  performed. This included a follow up report with  regard to the specific review performed following a  whistle-blower incident initially reported on in July.  – Received an update to PwC's audit plan; agreed to  recommend approval of this and fees to the Board.  – Received annual updates in relation to Ethics &  Compliance, Crisis Management and Treasury  Strategy & Risk. Also, received the annual update  from the Minerals Division VP of Finance & IT.  – Received an update in respect of functional  transformation activity, part of the Group's  Performance Excellence programme.  – Received an update on activity in relation to  preparing for compliance with Provision 29 of the  2024 edition of the UK Corporate Governance Code.  – Reviewed the ESG assurance roadmap and received  an update on ESG assurance activity.  – Reviewed the Financial Reporting Council (FRC)  communication to the Company, following their  review of the 2023 Annual Report and Financial  Statements, and their findings.  – Agreed and initiated plans for the audit tender  process for year ending 31 December 2026.  – Reviewed the Committee's Terms of Reference and  agreed to recommend approval of the updated  terms to the Board. |  |  |  | January 2025  – Reviewed the findings from the remaining 2024  internal audits.  – Confirmed the independence of the Internal  Audit function.  – Approved the 2025 Internal Audit strategy, charter  and plan.  – Received an update in respect of activity underway  in light of the new failure to prevent fraud offence  introduced by The Economic Crime and Corporate  Transparency Act 2023 and agreed a further update  to the Committee later in the year.  – Considered the accounting judgements relating to  2024 and updates from PwC in relation to  management conclusions presented.  – Received confirmation of the final 2024 audit fees  and PwC's independence and approved both.  – Received an update on the status of the Annual  Report and Financial Statements preparation.  – Considered the risk management and internal  controls effectiveness review and agreed to  recommend to the Board that the Group's risk  management and internal control frameworks  remain effective.  – Noted the results of the committee  effectiveness review as part of the wider Board  performance review process.  – Received an update in respect of the audit tender  process for the year ending 31 December 2026 and  agreed next steps.  – Held private session with the Head of Internal Audit  and Chief Compliance Officer. |  |  |  | February 2025  – Reviewed the results of the H2 2024  compliance scorecard.  – Received a further update on activity in relation to  preparing for compliance with Provision 29 of the  2024 edition of the UK Corporate Governance Code.  Reviewed the Group’s proposed material controls,  related sources of assurance and testing  approaches. This incorporated an update on the  Group's overall risk management processes.  – Reviewed results from assurance activity over an  expanded set of ESG metrics; received an update on  other aspects of the ESG assurance roadmap.  – Received the annual update in relation to Tax  Strategy and Risk.  – Considered the remaining key judgements  relating to 2024 including a review of the going  concern assessment.  – Considered the conclusions reached by PwC in  relation to the key judgements and other audit  findings.  – Reviewed the draft financial statements with  particular focus on disclosures in relation to  judgemental issues.  – Agreed to recommend approval of PwC's letter of  representation, the key accounting judgements and  the financial statements to the Board.  – Reviewed the results of viability modelling;  considered the process supporting the fair,  balanced and understandable review; and reviewed  the Audit Committee Report for inclusion in the  Annual Report; agreeing recommendations for  approval to the Board in respect of each.  – Received a further progress update in respect of the  audit tender process for the year ending 31  December 2026 and agreed next steps.  – Held private session with the External Auditors. |  |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 103 |
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## Audit Committee report

### continued

The following pages provide further detail of Committee

activity in relation to the current financial year.

(i) Financial reporting

Exceptional items, other adjusting items and provisions have

been the main areas of financial reporting focus in 2024. The

Committee received and reviewed details of exceptional and

other adjusting items, which include costs in relation to the

Group's Performance Excellence programme, an impairment

charge in relation to a separately identifiable intangible asset

and a charge in relation to the US subsidiary's legacy

asbestos-related liabilities.

The Committee also reviewed in detail the exceptional

deferred tax credit booked in the year which relates to

previously unrecognised deferred tax assets stemming from

the disposal of Seaboard International LLC as part of the Oil

and Gas Division disposal in 2021.

During its meetings, the Committee challenged

management assumptions, judgements and estimates. With

regard to the US subsidiary's asbestos-related liabilities, the

Committee received detailed reporting in respect of the

update to the provision based on the financial modelling

developed from the latest triennial actuarial review carried

out in 2023 and the movement in the related insurance asset.

The Committee also reviewed the claims experience in the

current year and gave careful consideration to the

disclosures within the Annual Report.

Further detail on these and other financial reporting matters

discussed in the current year and recurring agenda items

can be found on pages 106 to 112.

Engagement with external regulators

We are pleased to report that the Financial Reporting Council

(FRC) notified the Company that they had performed a

review of the 2023 Annual Report and Financial Statements.

Their letter confirmed that, based on their review, there were

no questions or queries that they wished to raise with us. The

FRC did note a number of matters where they believe that

users of the accounts would benefit from improvements to

our existing reporting. The matters raised were taken into

consideration in the preparation of the 2024 Annual Report

and Financial Statements.

The FRC supports continuous improvement in the quality of

corporate reporting. Their review is based solely on the

annual report and financial statements and does not benefit

from detailed knowledge of the business or an

understanding of the underlying transactions entered into.

The FRC's role is not to verify the information provided to it

but to consider compliance with reporting requirements.

(ii) Internal control and risk management

During 2024, the Committee were updated on the work

performed in the year by the Compliance team. This included

detailed reporting on the ethics hotline cases, compliance

training monitoring, for example in relation to the Group’s

Code of Conduct, anti-trust and anti-bribery policies,

improvements in human rights and modern slavery policies

and processes, assessing fraud analytics tools and rolling out

a fraud prevention training programme to 'at risk' employees.

The Committee received an annual update from each

Divisional VP of Finance. These presentations included a

review of the Divisional risk dashboards, significant findings

from internal audit visits and recent Compliance Scorecard

process results, control themes and areas of focus, as well as

an overview of their Divisional finance leadership teams. In

addition, the Committee were updated on progress of

strategic initiatives, including Performance Excellence

initiatives and the associated impacts in each Division.

Focus is given to the strength and depth of the finance

team’s capability; the quality and efficiency of responses to

findings of internal audit visits, including whether learning has

been shared more widely across the Group to mitigate the

risk of recurrence and to share good practice; the quality of

the discussion around Divisional risk dashboards; and,

progress against strategic initiatives.

The Committee also received annual updates on tax and

treasury strategy as well as crisis management from the

Group Chief Information Security Officer. This provided the

Committee with a progress update and confirmed there is

now a refreshed crisis management process following the

creation of a crisis management working group in 2022 and

the development of the new Crisis Management Plan. The

Committee noted the new process has been successfully

embedded across the organisation.

The Committee were also updated through 2024 on the

preparations to ensure compliance with the 2024 edition of

the UK Corporate Governance Code. The Committee

received an overview of the requirements of the newly

published Code in February 2024, and a further progress

update in October 2024, with an outline of the proposed

approach and roadmap.

The Committee also received an update from the Weir

Business Services VP with specific focus on operational

performance and preparations to ensure a smooth year end

process with no delays in reporting. This provided the

Committee with comfort that performance was being

monitored post the transition of activities to Weir Business

Services, and continued focus on the internal controls

aspects of the transition, risks and mitigations.

A review was undertaken during the year in respect of one of

the Group's operating companies following whistle-blower

claims. The results were shared with the Audit Committee

including management responses to recommendations. The

Committee were satisfied with the steps being taken to

address the issue and that the issue did not result in any

material misstatement of the Group's financial reporting, nor

did the issue extend beyond the operating company.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 104 |
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## Audit Committee report

### continued

(iii) Internal audit

![page107_PNG_background.png]()

The results of internal audits and the compliance scorecard

process through 2024 have continued to be largely positive,

providing comfort over the control environment.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
| Completed internal audits | 38 | 31 |

Compliance scorecard

The Compliance scorecard is a control mechanism

whereby each operating company undertakes self-

assessments every six months of their compliance

with Group policies and procedures, including key

internal controls across a range of categories including

finance, anti-bribery and corruption, tax, treasury, trade

and customs, HR, cybersecurity, IT and legal. As far as

the elements relating to finance are concerned, these

cover (but are not limited to) management accounts

and financial reporting, balance sheet controls and

employee costs. The scorecard process also covers

areas of non-financial reporting such as scope 1&2

emissions and Total Incident Rate reporting. Each

operating company is expected to prepare and

execute action plans to address any weaknesses

identified as part of the self-assessment process.

Operating companies are required to retain evidence

of their testing in support of their self-assessment

responses. Internal audit has responsibility for

confirming the self-assessment during planned audits.

Any significant variances are reported to local,

Divisional and Group management. Any companies

reporting low levels of compliance are required to

prepare improvement plans to demonstrate how they

will improve over a reasonable period of time.

The overall compliance scores (as a percentage) are

tracked over time and reported to the Audit

Committee twice a year, with the Committee paying

particular attention to the variances between self-

assessed and Internal Audit assessed scores

as well as trends and the performance of newly

acquired companies..

In addition to the results from internal audits, the Committee

was advised of the continued focus on driving operational

excellence through technology with advanced analytics and

continuous monitoring for revenue recognition tests.

Internal audit also increased their focus on ESG in the year,

carrying out a review of the governance frameworks, which

have been developed as part of the overall ESG assurance

roadmap.

Internal audit plan

The 2025 plan continues to focus the largest proportion of

resource on financial assurance reviews whilst incorporating

wider risk assurance coverage, both financial and non-

financial, as described below.

– Reviews are undertaken to assess compliance with Weir’s

Code of Conduct procedures including anti-bribery and

corruption; this includes areas, such as policy and

procedures, employee training, relationships with agents,

accounting for employee expenses and corporate

hospitality and gifts.

– The IT assurance programme for 2025 will focus on areas

such as cyber security and privileged access.

– ESG assurance will be a key feature of the 2025 plan,

including developing a robust ESG testing methodology,

assessing the risk controls matrix and reviewing key ESG

risks and controls as well as Internal Audit performing

assurance and assurance readiness reviews.

– Wider risk assurance projects including Performance

Excellence and transformation initiatives as well as material

controls identified in preparation to comply with the 2024

edition of the UK Corporate Governance Code and fraud

risks.

– An element of the Annual Plan is reserved for assurance

coverage of any emerging risk or regulatory changes.

The Committee considered and approved the 2025 Internal

Audit Strategy and Plan noting the inclusion of the wider risk

assurance projects and ESG assurance activity in particular.

(iv) External audit

2024 Audit

Audit risks identified by PwC have not changed from last year.

Key audit matters are included in their Audit Report on pages

153 to 160.

The Group audit team visited Australia, Chile and Brazil in

2024 and field work has been carried out on a hybrid basis by

component teams across the globe. Established procedures

exist for component team supervision and file reviews.

Auditor effectiveness

The assessment of the external audit process is highly

dependent on appropriate audit risk identification at the start

of the audit cycle and the quality of planning. PwC present a

detailed audit plan to the Committee each year, identifying

their assessment of the key risks, amongst other matters.

Our assessment of the effectiveness and quality of the audit

covers a number of other matters, including consideration of

the auditors' judgement, skills and culture, a review of the

reporting from the auditors to the Committee, a review of the

latest FRC Audit Quality Inspection & Supervision Report and

also by seeking feedback from management and Internal

Audit on the overall conduct and effectiveness of the audit

process and whether the agreed audit plan and any

commitments made during the tender process have been

met. This includes whether the auditors are considered to

have a good understanding of the Group's business and

sufficient knowledge of the industry, whether the level of

challenge provided by the auditors is deemed appropriate

and whether recommendations have been acted upon (and

if not, why not). Overall, management were satisfied that

there had been appropriate focus and challenge on the

primary areas of audit risk and assessed the quality of the

audit process as satisfactory.

In addition, during 2024, PwC provided the Committee with a

summary of the FRC’s Audit Quality Inspection and

Supervision Report. This showed results largely consistent

with the prior year from the FRC's review of all individual

audits and an improvement on the prior year for FTSE 350

audits reviewed. Consistent with recent years, no audits were

identified as requiring significant improvement.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 105 |
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## Audit Committee report

### continued

The Committee held two private meetings with the external

auditor in 2024. This provided opportunity for open dialogue

and feedback from the Committee and the auditor without

Executive management. Matters discussed included the

auditors' assessment of business risks and management

activity in relation to those risks, the key audit firm and

network level controls the auditors relied upon to address

any identified risks to audit quality, the transparency and

openness of management interactions, confirmation that

there has been no restriction in scope placed on them by

management and how they exercised professional

scepticism and challenged management assumptions.

The Audit Committee Chair also meets with the PwC Group

Engagement Leader outside the formal Committee process

as necessary through the year. Such interactions are also

important in the assessment of quality. Based on the work

carried out and the FRC Audit Quality Inspection and

Supervision Report, the Committee are of the view that the

quality of the audit process is satisfactory.

Independence policy and non-audit services

A formal policy exists which provides guidelines on any

non-audit services which may be provided and ensures

that the nature of the advice to be provided cannot impair

the objectivity of the auditor’s opinion on the Group's

Financial Statements.

The policy makes it clear that only certain types of service are

permitted to be carried out by the auditors. All permitted

non-audit services require the approval of the Chief Financial

Officer and, where the expected cost of the service is in

excess of £75,000, the approval of the Audit Committee Chair.

If non-audit fees approach £0.5m during a calendar year, the

Committee will consider imposing additional restrictions.

The auditor confirms their independence at least annually.

The independence rules allow a maximum of five years as

engagement leader of the Group. Kenneth Wilson is in his

fourth year as PwC Group Engagement Leader.

Fees payable to PwC in respect of audit services, as set out in

the table below, were approved by the Committee after a

review of the level and nature of work to be performed and

after being satisfied by PwC that the fees were appropriate

for the scope of work required.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2024  (£m) | 2024  (% of total  fees) | 2023  (£m) | 2023  (% of total  fees) |
| Audit services | 4.1 | 98% | 4.0 | 93% |
| Audit-related  assurance services | 0.1 | 2% | 0.1 | 2% |
| Non-audit fee work | – | –% | 0.2 | 5% |
| Total fees | 4.2 | 100% | 4.3 | 100% |

The audit-related assurance work is primarily in relation to

PwC's review of the half year results. The non-audit fees in

2023 are primarily attributable to the appointment of PwC for

assistance in the Offering Memorandum required for the

five-year £300m Sustainability-Linked Notes.

We are of the view that the level and nature of non-audit

work does not compromise the independence of the external

auditor.

Having considered the relationship with PwC, their

qualifications, expertise, resources and effectiveness, the

Committee concluded that they remained independent and

effective for the purposes of the 2024 year end. As a result,

the Committee recommended to the Board that PwC should

be re-appointed as auditor at the next AGM.

(v) Non-financial reporting

In October, the Committee were presented with a general

progress update around ESG assurance activities as well as

the newly developed ESG Assurance Roadmap. This provided

the Committee with an overview of its development, the

execution plan and how it will be monitored over time as well

as evolve as new requirements emerge.

The Committee reviewed the results from the externally

assured ESG metrics.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 106 |
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## Audit Committee report

### continued

Current year matters

![page106_PNG_background.png]()

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|  | Exceptional and adjusting items |  |  |  |
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|  | The issue  Management exercises judgement on the classification of  certain items as exceptional or adjusting.  Role of the Committee  We have received detailed reporting covering the  following exceptional and other adjusting items:  i. details of the costs incurred in relation to the Group’s  Performance Excellence programme, which includes  costs in relation to lean and capacity optimisation  initiatives primarily across the Minerals division, and  costs relating to the global transition to Weir Business  Services under the functional transformation pillar of  the programme;  ii. details of the intangible asset impairment charge,  which relates to the write down of the Trio brand name;  iii. details of the charge in respect of the US subsidiary's  asbestos-related liabilities;  iv. details of the exceptional deferred tax credit booked in  the year which relates to previously unrecognised  deferred tax assets stemming from the disposal of  Seaboard International LLC as part of the Oil and Gas  Division disposal in 2021; and  v. disclosure of the amounts and related narrative  reporting.  Our work has focused on ensuring that exceptional items  met the criteria as such due to their size, nature and/ or  frequency, and, other adjusting items met the criteria  being legacy items not relatable to current and  ongoing trading. |  | We reviewed the charges in respect of the Group's  Performance Excellence programme and confirm we are  satisfied with their classification as exceptional items due  to size and nature. Lean and capacity optimisation  initiatives include service centre restructuring and the  relocation of various distribution, manufacturing and  production activities across the Minerals division with  costs largely related to severance. Costs in relation to  Weir Business Services primarily reflect consulting and  other costs associated with the establishment of Weir  Business Services.  We received reporting in respect of the intangible asset  impairment charge. We are satisfied that the Trio brand  name value is impaired following the management  decision to rebrand certain products. We are satisfied this  meets the definition of an exceptional item on account of  size, nature and infrequency of events that give rise to this.  We also received detailed reporting in respect of the US  asbestos-related provision and associated insurance  asset. This included reviewing the balance sheet provision  and movements from the prior year, based on the 2023  triennial actuarial model, and taking into consideration  actual experience in the year compared to the model. A  review of the balance sheet insurance asset was also  undertaken, taking into account utilisation in the year. We  are satisfied that the net balance sheet liability is  appropriate. We are also satisfied that the charge in the  Consolidated Income Statement and its classification as an  adjusting item is appropriate (see provisions section for  further details).  We received detailed reporting on the exceptional  deferred tax credit, which is discussed further in the tax  charge and provisioning section of this report. | We noted the exceptional and adjusting items reflected  the way in which we, as members of the Board, reviewed  the performance of the Group and were disclosed  appropriately and consistently.  PwC reviewed all exceptional and adjusting items, testing a  sample to supporting documentation and performing a  detailed review of the US asbestos-related provision and  associated financial modelling. Discussions were held with  management to understand and challenge the  assumptions and judgements, most notably with the US  asbestos-related provision and Performance Excellence  costs. PwC assessed the appropriateness of classification  of all items as exceptional or adjusting items and  confirmed the treatment and related disclosures were  appropriate.  Consideration was also given to the current balance sheet  position of all related provisions, including both new  provisions and those remaining from previous years, with  management providing details of the remaining liabilities  and expected utilisation.  Conclusion  The Committee agrees with the accounting treatment and  disclosure of these items in the Annual Report.  à Read more  See notes 6 and 22 of the Group Financial Statements |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 107 |
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## Audit Committee report

### continued

Recurring agenda items

![page107_PNG_background.png]()

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|  | Acquisition accounting for  Motion Metrics |  |  |  | Acquisition accounting for  Sentiantechnologies AB (SentianAI) |  |  |  | Inventory valuation |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | The issue  Management exercises judgement on the probability  of contingent consideration becoming payable.  Role of the Committee  We received an update on the assessment of  contingent consideration and the related disclosures  in the financial statements displayed in note 14.  The Committee were informed that the period of  review for contingent consideration ended on 30  November 2024 and the business had not reached  the required targets set out in the purchase  agreement. As such, no contingent consideration will  be payable and no further re-assessment is required.  PwC concurred with the treatment.  Conclusion  The Committee agrees with the conclusion reached  on Motion Metrics contingent consideration in this  Annual Report. |  |  |  | The issue  Management makes estimates in relation to  the provisional fair value of all assets and liabilities.  Management exercises judgement on the probability  of contingent consideration becoming payable.  Role of the Committee  We received a summary report from management  which concluded that the finalisation of the provisional  fair values resulted in an immaterial adjustment in  these financial statements. The exercise was  performed within the 12 month time period allowed  by IFRS3 'Business Combinations'.  The Committee were also informed that the  probability of SentianAI exceeding the targets which  would trigger a contingent payment are considered  remote. As a result, no contingent consideration has  been recorded at the balance sheet date, consistent  with the prior year.  The Committee reviewed the related disclosures in  the financial statements displayed in note 14.  PwC concurred with the treatment.  Conclusion  The Committee are satisfied with the finalisation of the  provisional fair values and agree with the conclusion  reached on contingent consideration, noting this will  be reassessed in future periods. The Committee are  satisfied with related disclosures in this Annual Report. |  |  |  | The issue  Management applies estimates on inventory valuation  and provisioning.  Role of the Committee  Given the significant investment in inventory, and  being cognisant of the impact of commodity cycles,  this remains a judgement for specific consideration.  Reporting has been received from management on  the business drivers behind movements in both gross  inventory and the related slow-moving and obsolete  provision.  PwC performed work on inventory and related  provision balances as part of their audit and identified  no findings to report.  Conclusion  Based on the information provided, the Committee  concluded that management action had been  effective and that the level of provisioning appeared  adequate. |  |
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|  | à Read more  See note 14 of the Group Financial Statements |  |  |  |  |  |  |  | à Read more  See note 17 of the Group Financial Statements |  |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 108 |
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## Audit Committee report

### continued

Recurring agenda items continued

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|  | Impairment |  |  |  |  |  |  |  | Pensions |  |
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|  | The issue  Management undertakes an annual detailed, formal  impairment review of goodwill and other intangible  assets, with judgements made on the relevant  Cash Generating Units (CGUs) and estimates of  available headroom.  Role of the Committee  The Group has two CGUs: Minerals and ESCO.  The most significant estimates are in setting the  assumptions underpinning the calculation of  the value in use of the CGUs.  We specifically reviewed:  i. the achievability of the long-term business plan  numbers and macroeconomic assumptions  underlying the valuation process; and  ii. long-term growth rates and discount rates used  in the cash flow models for the CGUs.  Business plans and budgets were Board-approved  and underpin the cash flow forecasts.  We noted that the impairment testing results for  both CGUs produce significant headroom above  carrying value for each and, as such, no sensitivity  analysis was required.  We reviewed management's approach, the basis  for the impairment reviews and the assumptions in  relation to long-term growth rates and discount  rates. We concluded the methodology and rates  applied to be consistent and appropriate. We also  reviewed the disclosures in the financial statements  and the related narrative. |  |  |  | We noted, as detailed in 'Exceptional and adjusting  items' above, an impairment charge was booked in  the year in respect of a separately identifiable  intangible asset, the Trio brand name, following the  management decision to rebrand certain products.  Further to their work benchmarking management's  assumptions against their independently determined  ranges and challenging underlying business plans, we  also received confirmation from PwC that they are in  agreement with management's conclusions.  Conclusion  We are satisfied that the impairment charge in relation  to the Trio brand name is appropriate. We are satisfied  that the impairment analysis supports the carrying  value of the underlying assets in the CGUs and that no  sensitivity disclosures are required. |  |  |  | The issue  The valuation of pension liabilities can be materially  affected by the assumptions utilised by management  on areas such as discount and inflation rates.  Role of the Committee  We received details of the key assumptions  underpinning the valuation, taking assurance from the  fact that external advice had been taken by the  Company and that PwC had benchmarked these  assumptions to their own internal ranges and  consider them appropriate.  We continue to note the level of de-risking  undertaken over the past several years in respect of  the UK Main Scheme, with insurance policy assets now  covering 60% of the UK's total funded obligation,  reducing the Group's exposure to actuarial  movement.  We also continue to note the legal advice obtained  regarding the UK arrangements, which confirms the  recognition of the surplus is in line with IFRIC14.  The Committee are satisfied with the recognition of  the asset on the Consolidated Balance Sheet. PwC  concurred with this treatment.  Conclusion  The Committee is satisfied with the assumptions and  related pension disclosures, including the  appropriateness of continuing to recognise an asset  in respect of the UK Main Scheme. |  |
|  | à Read more  See note 15 of the Group Financial Statements |  |  |  |  |  |  |  | à Read more  See note 24 of the Group Financial Statements |  |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 109 |
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## Audit Committee report

### continued

Recurring agenda items continued

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|  | Provisions |  |  |  |
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|  | The issue  Significant balance sheet provisions are underpinned by  management’s key judgements on obligating events and  timeframes over which a reliable estimate for provision  values can be made.  Role of the Committee  As mentioned in the ‘Exceptional and adjusting items’  section above, we received detailed reporting in respect of  the US asbestos-related provision and corresponding  insurance asset.  This included details supporting the movement in the US  asbestos-related provision, based on the financial  modelling developed from the latest triennial actuarial  review undertaken in 2023. This also included details  supporting the movements in the corresponding  insurance asset and a review of actual claims experience  in the year.  The Committee’s focus was centred on gaining  an understanding of:  i. actual claims and settlement data in the year;  ii. their relation to the assumptions that underpin the  discounted cash flow model;  iii. the period over which the liability can be reasonably  estimated;  iv. the position with regard to availability of insurance  cover; and  v. the adequacy and transparency of the disclosures  in note 22. |  | This reporting highlighted the 2024 claims experience was  trending higher than that modelled as part of the 2023  triennial actuarial review. Historic settlement rates are lower  than modelled and average settlement values were lower  in the year than modelled for both mesothelioma and lung  cancer cases.  The Committee noted these lower settlement rates and  lower average settlement values provided natural offset to  the higher claims volumes.  The US asbestos-related provision reduced to £69.9m at  31 December 2024 (2023: £76.2m).  The reporting also considered the insurance coverage and  confirmed that, based on the updated financial modelling,  this is now expected to be sufficient to meet settlement  and associated costs until early 2025.  The insurance asset reduced to £4.1m at 31 December  2024 (2023: £14.9m).  The Committee considered the ongoing appropriateness  of basing the provision on ten years of projected claims  (16 years for cash flows) and concluded it continues to be  appropriate due to the inherent uncertainty resulting from  the changing nature of the US litigation environment.  Taking the observed claims experience under  consideration and having discussed and challenged  management assumptions and judgements, the  Committee are satisfied with the overall level of  provisioning, the related insurance asset and the charge to  the Consolidated Income Statement referred to in the  ‘Exceptional and adjusting items’ section above. | The Committee also carefully reviewed the disclosures in  the Annual Report, including the sensitivity analysis, and  are comfortable that the disclosures presented by  management are appropriate, particularly in light of  continued inherent uncertainty in this area.  PwC's work in this area included a review of current year  experience, management's updated financial model and  the resulting impact on the financial statements. PwC  provided confirmation that management’s assumptions  were reasonable and disclosures were appropriate.  With regard to other provisions (other than inventory), we  received details of the nature of each provision and  explanations of the key movements between the opening  and closing balances. The Committee is satisfied with the  accounting treatment and related disclosures in respect of  other provisions in the financial statements.  Conclusion  We are satisfied that the current provisioning levels and  approach are appropriate, as is the recognition of an  insurance asset in relation to the US asbestos-related  provision.  We have reviewed the disclosures with respect to the US  asbestos-related provision, including sensitivity analysis  and are satisfied with the disclosures.  à Read more  See note 22 of the Group Financial Statements |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 110 |
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## Audit Committee report

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Recurring agenda items continued

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|  | Tax charge and provisioning |  |  |  |  | Fair, balanced and understandable |  |
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|  | The issue  The tax position is complex, with a number of international  jurisdictions requiring management’s judgement with  regard to effective tax rates, tax compliance and tax  provisioning.  Role of the Committee  The Committee receives a detailed report every six  months, which covers the following key areas:  i. status of significant ongoing enquiries and tax audits  with local tax authorities;  ii. the Group’s effective tax rate for the current year; and  iii. the level of provisioning for known and potential  liabilities, including significant movements on the  prior period.  The Committee also receives an annual presentation on  tax strategy and risk from the Group Head of Tax.  In recent years, significant tax focus has been in respect of  certain balance sheet deferred tax assets (DTA), which  arose from the disposal of the Oil & Gas Division and which  would remain available to the Group to offset future US  taxable income of the continuing operations. The  recognition of these assets in the future would depend on  the level of future US profitability and the US tax law in force  at that point in time.  The Committee were updated on the latest DTA modelling  undertaken, which was based on the Group’s latest  Strategic Plan to forecast levels of future US group taxable  income over a ten-year period. This concluded that  recognition of the closing balance sheet US DTA of  US$157.6m (£125.9m) is appropriate. |  | In arriving at this conclusion, a key judgement was the  completion during 2024 of the underlying US tax technical  analysis to a level required to enable recognition and  utilisation of certain US tax attributes with a net value of  US$104.5m (£81.8m) relating to the disposal of the Group’s  Seaboard operations as part of the 2021 Oil & Gas division  divestiture. The Committee took assurance from the  Company's engagement with external advisers in reaching  this conclusion.  In addition, modelling was undertaken which  demonstrated that these attributes, together with the  other net US DTA, would be fully utilised over the course of  the ten-year modelling period.  The Group will continue to monitor the US group’s levels of  taxable income and performance against the modelling  undertaken, together with the impact of any reforms to the  US tax code, in order to evaluate the appropriate ongoing  level of balance sheet DTA in future periods.  Having considered the current year tax charge and  provisions, the Committee are satisfied with the  appropriateness of these including the continued DTA  recognition. The Committee also takes comfort from the  work done and conclusions reached by PwC in this area.  PwC concurred with the appropriateness of the tax  accounting including the continued DTA recognition.  Conclusion  Based on the information reviewed, we are satisfied that  the tax charge and provisioning presented in these  financial statements, including the recognition of the DTA  is appropriate. |  |  | The issue  The Board is required to state that the Group’s  external reporting is fair, balanced and  understandable. The Committee is requested by the  Board to provide advice to support this.  Role of the Committee  The Committee received a report from management  summarising the approach taken to ensure that the  Group’s external reporting is fair, balanced and  understandable. This covered, but was not limited to:  i. involvement of a cross section of management  during preparation of the external reporting,  including the Group Executive, Divisional VPs of  Finance, Group Communications, Sustainability,  Group Finance (including Group Tax and Group  Treasury) and Company Secretariat;  ii. input from external advisers, including Company  brokers and a public relations agency;  iii. use of disclosure checklists for corporate  governance and financial statement reporting;  iv. regular research to identify emerging practice and  guidance from relevant regulatory bodies;  v. regular meetings of key contributors to the  document, during which specific consideration is  given to the requirement; and  vi. four ‘cold’ readers; three employees (two from  Senior Management) and an external proofreader,  all independent of the preparation process.  Conclusion  The successful completion of this work has been  reported to the Board. |  |
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|  |  |  | à Read more  See notes 8 and 23 of the Group Financial Statements |  |  |  |  |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 111 |
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## Audit Committee report

### continued

Recurring agenda items continued

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|  | Going concern |  |  |  |  |
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|  | The issue  The Committee’s role, as delegated by the Board,  is to carry out an assessment of the adoption of the  going concern basis of accounting and report to the  Board accordingly. |  | Role of the Committee  We fulfilled our responsibilities in this area through the  review and discussion of reporting received from  management, which covered the following areas:  i. assessment of borrowing facilities available to  the Group;  ii. review of budget and latest forecast information,  including debt covenants, and associated  financial modelling;  iii. liquidity and credit risk; and  iv. the existence of contingent liabilities.  When considering going concern, we specifically noted the  Group completed the issue of £300m five-year  Sustainability-Linked Notes in June 2023 and the  Committee also noted the Group reduced its multi-  currency revolving credit facility (RCF) to US$600m in  February 2024 following strong cash generation in 2023.  Further to this, in March 2024, the Group exercised the  option to extend its RCF by one year which will now mature  in April 2029.  Following these actions, the Committee noted the Group  retained significant levels of liquidity over an extended  maturity profile. |  | We also reviewed the outputs from financial modelling of  future cash flows and the reverse stress testing performed  in addition to the base modelling. This stress testing  focused on the level of downside risk which would be  required for the Group to breach its current lending  facilities and related financial covenants. The review  indicated that the Group continues to have sufficient  headroom on both lending facilities and related financial  covenants. The circumstances that would lead to a breach  are not considered plausible.  We note the net debt to EBITDA on a lender covenant basis  improved to 0.7 times and is in line with the Group's capital  allocation policy. We note this is also significantly below the  lender covenant of 3.5 times.  Finally, we note the work performed by PwC in this area  and their conclusion that the Directors’ use of the going  concern basis of accounting in the preparation of the  financial statements is appropriate.  Conclusion  The successful completion of this work has been reported  to the Board. The Group’s statement on going concern is  included on page 151. |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 112 |
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## Audit Committee report

### continued

Recurring agenda items continued

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|  | Viability statement |  |  |  |  |
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|  | The issue  The Board approves the period of assessment, the stress  testing scenarios to be modelled and the basis of financial  modelling with respect to the Viability Statement. The  Committee’s role, as delegated by the Board, is to review  the output of the modelling underpinning the Viability  Statement and report to the Board accordingly. |  | Role of the Committee  We fulfilled our responsibilities in this area through the  review and discussion of reporting received from  management, which covered the following areas:  i. overview of the construct of the financial model and  base case data underpinning the sensitivity and stress-  test scenarios;  ii. results of financial modelling, which reflected the  crystallisation of those principal risks identified by the  Board as having the greatest potential impact on the  Group’s viability, both individually and when taken  together in a severe but plausible stress-test scenario;  iii. extent of mitigating actions included in the financial  modelling, relative to the population of such actions  that had been identified as within the control of  management and the Board; and  iv. banking covenant calculations and assessment of  facility headroom in each of the downside and stress-  test scenarios. |  | Notwithstanding the opportunities that climate change  presents to the business, we noted the specific  consideration of climate change downside risks in the  Group’s viability modelling.  The Committee also received confirmation from PwC that  they considered management’s assessment of the  Group’s longer-term viability was consistent with the  financial statements and their knowledge and  understanding of the Group.  Conclusion  The successful completion of this work has been reported  to the Board. The Group’s Viability Statement is reported on  pages 71 to 72. |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 113 |
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## Directors’ remuneration

## report

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|  |  | Role of the Committee  The Remuneration Committee is responsible for  determining the remuneration policy for the Chair of the  Company, the Executive Directors and the members of  the Group Executive. The Directors’ Remuneration Policy is  designed to reflect best practice, align with our purpose  and values, incentivise performance and delivery of  strategy, and attract and retain senior talent in a  competitive labour market. The Committee actively  listens to stakeholders in its decision-making process,  including the voice of employees and our shareholders. It  also considers wider all-employee remuneration items,  such as pay equity and fairness, employee benefit  changes and employee share plan design.  Remuneration Committee members and  meeting attendance  1. With effect from 15 May 2024, Nick Anderson was appointed as a  member of the Remuneration Committee.  2. Stephen Young stepped down from the Board with effect from 31 July  2024.  à Read more  The full responsibilities of the Remuneration  Committee are set out in its Terms of Reference, which  are reviewed annually and available at:  [global.weir/investors/corporate-governance/board-](global.weir/investors/corporate-governance/board-committees)  [committees](global.weir/investors/corporate-governance/board-committees) |
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| We are proposing a small number  of changes to our Remuneration Policy  in 2025, which continues to support  the delivery of the business strategy  and the creation of long-term value  for shareholders."  Penny Freer  Chair of the Remuneration Committee |  |

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| --- | --- |
|  |  |
| Members | Attendance |
| Penny Freer (Chair) | 5/5 |
| Nick Anderson1 | 4/4 |
| Dame Nicola Brewer | 5/5 |
| Ben Magara | 5/5 |
| Stephen Young2 | 3/3 |

Dear shareholder,

I am pleased to introduce our Directors’ Remuneration report

for the year ended 31 December 2024. This is my first full year

as Chair of the Remuneration Committee having taken over

the role at the start of the year. I would like to begin by

thanking shareholders for their support of our Directors'

Remuneration report at the 2024 AGM.

2024 highlights

– Review of the Directors' Remuneration Policy ahead of the

Policy renewal at the AGM in 2025.

– Engagement with wider workforce remuneration activities,

including receiving certification as a global living wage

employer.

– Review of malus and clawback provisions and associated

governance in view of revised UK Corporate Governance

Code and the proposed changes to our Remuneration

Policy in 2025.

– Consideration of emergent market practice and executive

remuneration policy guidance.

– Approval of the buy-out awards for the new CFO

appointed on 1 March 2024.

Areas of focus 2025

– Approval and implementation of the 2025 Remuneration

Policy.

– Simplification of the strategic and ESG measures, which are

aligned to our We are Weir framework and form part of

annual bonus.

– Compliance with the revised UK Corporate Governance

Code, which applies to financial years beginning on or after

1 January 2025.

– Oversight of wider workforce fair reward themes

particularly in relation to global pay transparency, including

readiness for the EU Pay Transparency Directive.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 114 |
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## Directors’ remuneration report

### continued

Directors' Remuneration Policy review

![page117_PNG_background.png]()

In line with the regular three-year cycle, we are submitting

our Directors’ Remuneration Policy to shareholders for

approval at the 2025 AGM. Over the course of the last 12

months, the Remuneration Committee has undertaken a

detailed review of the current remuneration framework for

our Executive Directors, with a view to ensuring that it

continues to appropriately support our reward principles and

the delivery of our We are Weir strategy.

In doing so, the Committee took into account a number of

factors, including the growth of the business over the last

three years, with sustained positioning in the FTSE 100 after

re-joining the index in December 2022. The business has

performed strongly through this period, realising the benefits

of the Oil and Gas disposal and delivering on the compelling

value creation opportunity we set out as a focused mining

technology company, while investing for future growth

through the successful acquisition of Motion Metrics and

SentianAI. We have also continued to build strong

momentum in our Performance Excellence transformation

programme. In addition, the Committee factored in the

evolving thinking and developing market practice around

reward in the UK environment.

We consulted extensively with shareholders during the

process to hear their views. I would like to thank our major

shareholders and their representative bodies for their level of

engagement and overall positive feedback received as part

of our consultation process.

Ultimately, the Committee came to the view that the current

remuneration framework at Weir has worked well and

continues to support the delivery of the business strategy.

While a number of more innovative approaches were

explored, the Committee concluded that at present the

current restricted shares structure remains aligned to our

strategy and ensures strong focus on the creation of

long-term value for our end market customers and

shareholders. It has served Weir well since its implementation

in 2018, supporting strategic delivery by focusing the team

on long-term value creation, as well as having a positive

impact on engagement, motivation and retention.

We are proposing a small number of changes to the

framework, which are primarily focused on ensuring that the

overall remuneration and governance framework remains

appropriately competitive going forward. Further details on

these changes are set out below.

Moderate increase to package through annual bonus to

more fairly align total compensation opportunity with

market taking into account the sustained size and

complexity of the organisation.

The Committee considered the overall remuneration

opportunities for the CEO and CFO roles given the size, scale,

and geographical reach of the business, and the experience

and capability of the individuals. The Committee has

historically referenced FTSE 50–150 and FTSE 50–100 practice

when assessing competitiveness. Given our sustained

positioning well inside the FTSE 100 over the last two years

(between 70th and 80th), the Committee determined that the

FTSE 50–100 now represents the primary reference point for

comparative purposes.

Against this comparator group, there is a discount in the

remuneration opportunity for both Executive Director roles.

While the Committee is very mindful of not being driven by

benchmarking, it considered that the level of difference was

sufficiently material and that it was necessary to make a

focused increase to align total target remuneration

opportunity more closely with the middle of the market. The

Committee considered that an increase was appropriate to

more fairly align the positioning of the Executive Directors

taking into account their respective skills and experience as

well as the sustained size and complexity of the organisation.

After careful consideration, the Committee determined that

the increase should be delivered through an increase in the

annual bonus opportunity. There is clear alignment between

delivering strong performance for our shareholders and

annual bonus outcomes. It was also recognised that the

CEO’s current bonus opportunity was towards the lower end

of market practice compared to the FTSE 50–100 peer group,

with the Committee wishing to retain an appropriate level of

relativity between the CEO and CFO opportunities.

As such, the CEO’s maximum bonus opportunity will increase

from 150% to 200% of salary, while the CFO’s will increase from

125% to 150% of salary. As illustrated below, the Committee

notes that following these changes, the CEO’s total target

remuneration remains positioned around the market median

of the FTSE 50–100 peer group and the CFO remains

positioned around the lower quartile.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 115 |
|  |  |  |  |  |  |  |  |  |
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## Directors’ remuneration report

### continued

Annual bonus deferral

The Committee also holistically reviewed the features within

the framework that support shareholder alignment. The

Committee noted that the primary mechanisms for ensuring

ongoing alignment are the shareholding guidelines – which

are at the upper end of market practice – and the long-term

nature of the restricted share awards with an aggregate

five-year vesting and holding period. The Committee

believes these features create strong long-term alignment

with shareholders and support sustainable long-term

decision making.

With this in mind, the Committee was of the view that the

requirement to defer part of the annual bonus into shares

was unnecessary once an individual had built up a sufficient

shareholding. As such, it determined that it was reasonable to

allow for deferral provisions to fall away once an individual

has exceeded their shareholding guideline by 25% or more

(i.e. 500% of salary for the CEO and 375% of salary for the

CFO). The current requirement to defer 30% of the bonus for

three years will remain in place for individuals that have yet to

exceed their guideline by 25%.

In summary, the Committee considers that the changes to

the Policy will ensure that the remuneration framework at

Weir remains competitive and best able to support delivery

of our We are Weir strategy. Once again, I would like to thank

shareholders for their valuable feedback and input during the

consultation process and for their support to the changes we

are putting forward.

Performance context

We have delivered strong performance in 2024. Adjusted

profit before tax is £428m, increasing by 4% from 2023.

Adjusted operating margin increased from 17.4% in 2023 to

18.8% in 2024, representing positive progression towards our

operating margin target of 20% in 2026. Free operating cash

conversion, which measures the Group's efficiency at

generating cash from its operating results, had an outcome

in 2024 of 102%, exceeding our target of between 90% and

100%. We continue to take advantage of the supportive

conditions in mining markets and you can read more about

our financial performance in the Financial review on pages 41

to 45.

We have also made good progress against our strategic

initiatives, aligned to our We are Weir framework.

– Our employee engagement score placed us in the top

quartile of the manufacturing benchmark group.

– Strong execution in our Performance Excellence

programme, and ahead of our ambitions for cumulative

absolute savings. We have upgraded our total Performance

Excellence saving target from £60m to £80m in 2026, with

£20m of incremental savings expected in 2025.

– We maintained a world class safety record in 2024, with a

Total Incident Rate (TIR) of 0.42. We continue to place

significant focus on our Zero Harm Behaviours Framework

as we strive for a zero harm workplace.

– Our continued focus is on sustainability and transition to

net zero. The inclusion of standalone ESG measures from

2022 onwards in our annual bonus plan transparently

illustrates our priorities and performance in this critical area,

including development of technology, which uses less

resources, reducing our own emissions aligned to SBTi, and

working closely with customers to provide new and

efficient solutions.

– More detail on progress against our strategic initiatives and

delivery against related 2024 targets can be found on

pages 133-136.

Reflecting the high levels of confidence in our strategy and

future prospects, the Board is recommending a final dividend

of 22.1p per share, resulting in a total dividend of 40.0p for

the year, representing 33% of adjusted EPS for the period. This

is in line with our capital allocation policy of returning to

shareholders a third of adjusted EPS through the cycle.

2024 outcomes

The remuneration outcomes for the Executive Directors

during 2024 reflects another year of strong business

performance. In reviewing the formulaic outcomes, the

Committee also took into account the wider stakeholder

experience when determining remuneration outcomes. The

Committee has also given careful consideration to the

annual bonus outcome in view of the workplace fatality,

which occurred in April 2024.

2024 annual bonus outcome

There was no change to our bonus framework for 2024. 60%

of the bonus was based on financial measures, being Group

PBTA (40% weighting) and cash conversion (20% weighting).

The remaining 40% was based on non-financial elements,

being strategic measures and ESG measures (20% weighting

each), directly aligned to our We are Weir strategic

framework.

For 2024, the formulaic outcome was a bonus of 88.6% of

maximum opportunity for the CEO and CFO.

As noted in interim results release on 30 July 2024, Weir

tragically lost a colleague in a work-related accident in April

2024. Irrespective of cause, Weir takes such matters very

seriously in all respects, and as such the Remuneration

Committee has determined that a discretionary downward

adjustment to the formulaic bonus outcome is appropriate.

After careful consideration, the Committee has decided to

apply a downward adjustment of 3% of maximum

opportunity to the formulaic outcome.

After application of this adjustment, the outcome is a bonus

of 85.6% of maximum opportunity, being 128.4% of salary for

the CEO and 89.1% of salary for the CFO. The CFO's 2024

bonus outcome is adjusted pro-rata to reflect his

appointment from 1 March 2024. Had the CFO received a

full year bonus, this would have been 107.0% of salary.

In line with our existing Directors' Remuneration Policy, 30% of

this bonus will be deferred into shares for three years.

Full details of achievement against targets are provided on

page 132 and reflect the strong progress we have made in

the year as outlined earlier in my letter.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 116 |
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## Directors’ remuneration report

### continued

Restricted share awards vesting in 2025

As discussed in last year’s report, the Committee has

determined that in line with the treatment applied to the

third tranche of the 2020 restricted share award, a 10%

downward adjustment will also be applied to the fourth and

final tranche of the award vesting in April 2025 to mitigate for

the potential for ‘windfall gains' based on the lower share

price used to grant the awards in March 2020 following the

outbreak of Covid-19. Further detail on the rationale is set out

in the 2023 Annual Report on pages 110 to 111. This

adjustment means an aggregate reduction to the 2020

restricted share award of 12.5%. As a result, the scaled back

final 25% tranche of the 2020 restricted share award, the next

25% of the 2021 restricted share award, and the full 2022

restricted share award will vest in April 2025 and be released

following their relevant holding periods.

2025 decisions

Subject to the approval of the proposed new Directors’

Remuneration Policy at the 2025 AGM, the implementation of the

Policy for the year ending 31 December 2025 is set out below.

Salaries

With effect from April 2025, the salary for both the CEO and

CFO will increase by 3.5%. This is in line with the average

increase for UK employees.

Pension contributions

Executive Directors will continue to receive a pension

provision of 12% of salary, in line with the rate available to the

wider UK workforce.

Annual bonus

In line with the proposed new Directors' Remuneration Policy,

the maximum bonus opportunity will be 200% of salary for

the CEO and 150% of salary for the CFO. Where the

shareholding guideline has been exceeded by 25% of more,

any amounts will be paid cash after the end of the

performance year. Where that is not the case, 70% will

continue to be paid in cash after the end of the performance

year, with 30% deferred into shares for three years.

There is no proposed change to the bonus measures and

weightings, which continue to be aligned to our reward

principles and the delivery of our We are Weir strategy:

– 40% PBTA;

– 20% cash conversion;

– 20% strategic measures; and

– 20% ESG measures.

The 2025 strategic measures will continue to focus on our

long-term goals in areas such as innovation and technology

and will also include ongoing measurement of progress

against our Performance Excellence programme. The ESG

measures will continue to focus on key people priorities, such

as safety and diversity as well as reducing both our own and

our customers' environmental impacts. Both the strategic

measures and ESG measures are captured within a balanced

scorecard, which is well embedded within the business and is

used to monitor and manage performance throughout the

organisation. The targets for 2025 will be fully disclosed in

next year’s report, although where the information is not

deemed to be commercially sensitive, the Committee has

provided prospective disclosure of 2025 targets in this year’s

report. The Committee continues to place strong emphasis

on developing the strategic measures to focus on output

based metrics and, where possible, to ensure that results can

be benchmarked externally.

Restricted share awards

The Committee is confident that the introduction of

restricted share awards to Executives and senior leaders

since 2018 has been a key enabler to driving long-term

orientation, value creation and alignment with shareholders.

New restricted share awards will be granted to the CEO (125%

of salary) and CFO (100% of salary) in April 2025. The

performance underpins are unchanged from the 2024

awards. Further details can be found on page 121. The

awards will vest after three years and be subject to a further

two-year holding period.

Summary

In line with the normal three-year renewal cycle, our

Directors’ Remuneration Policy will be presented to

shareholders for approval at the 2025 AGM.

As part of the Policy review, we have also undertaken a review

of our share plan rules to ensure that these remain

appropriate and reflect evolving market practice. To coincide

with the renewal of the Directors' Remuneration Policy, we will,

therefore, also be seeking shareholder approval of new share

plan rules for the Share Reward Plan, Deferred Bonus Plan and

ShareBuilder Plan at the 2025 AGM. The new share plans

largely replicate the existing share plans, which were

approved by shareholders in 2018. The proposed 2025 Share

Reward Plan replaces the existing Share Reward Plan (save

that the provisions relating to the deferral of annual bonuses

have been separated into a new Deferred Bonus Plan) and

the ShareBuilder replaces the existing All-Employee Share

Ownership Plan. A summary of the principle terms of the

amended plans will be included in the Notice of AGM.

The Remuneration Committee has engaged extensively with

shareholders and investor bodies in relation to the modest

changes, which are being proposed to the Remuneration

Policy in 2025, and overall there has been a supportive

response. I would like to thank all those shareholders who

engaged with us during this process.

This year, the Committee has again sought to take a simple

and responsible approach to executive pay, and decisions in

the year have been made taking into account the experience

of our employees, shareholders and key stakeholders in the

period. On behalf of the Committee, I look forward to

receiving your support for our new Directors’ Remuneration

Policy and this year’s Directors’ Remuneration report at the

2025 AGM.

|  |
| --- |
|  |
| PF-Signature.png |
| Penny Freer  Chair of the Remuneration Committee |
| 27 February 2025 |

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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 117 |
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## Fair reward

Fair reward for employees

We believe in fair reward for all of our employees, regardless of

where in the world they live or which part of our business they

work in. This is reflected in our approach to reward as follows.

– Simple, transparent, effective and linked to business

success.

– Delivered in a way that rewards fairly and appropriately in

line with our culture.

– Enables attraction and retention, establishing us as an

employer of choice.

– Rewards individual contribution, while incorporating a focus

on team performance to create collective accountability.

– Brings focus to sustainable improvement in the underlying

business through linkage to our strategic framework.

– Encourages and enables long-term share ownership for all

employees, rewarding long-term value creation.

Over the last 12 months and going into 2025, we have

continued to progress a number of initiatives that are linked

to the above and the delivery of fair reward.

Global living wage employer certification

In the second half of 2023, we engaged the Fair Wage

Network to undertake a global benchmarking exercise to

assess our individual rates of employee pay in every country

in which we operate against the Fair Wage Network's living

wage references for those locations. Following a

comprehensive review process, with anonymised data for

c.12,000 employees being assessed by the Fair Wage

Network, we were delighted to receive certification in July

2024 from the Fair Wage Network of Weir being recognised

as a global living wage employer.

The certification serves as a guarantee that all of our

employees are paid at or above the various global living

wage thresholds as defined by the Fair Wage Network. The

Fair Wage Network uses extensive research to develop and

continuously update a comprehensive database of living

wage rates in more than 3,000 individual regions and cities.

The living wage typically differs from the statutory minimum

wage, which is often defined by local governments. The living

wage benchmark considers a broader range of factors to

determine a level of pay, which reflects a more realistic cost

of living.

Being a global living wage employer means that Weir is

committed to offering all of our employees, regardless of role

or location, a wage that provides a standard of living that

covers basic needs and allows for a decent quality of life for

employees and their dependents. This commitment is rooted

in the recognition of human rights and our approach to

sustainability and social responsibility. While many countries

have minimum wage laws, these often fall short of what is

needed for individuals and their families. A living wage

employer, therefore, takes a step further by focusing on what

is ethically right and sustainable for the long-term wellbeing

of its workforce.

Our relationship with the Fair Wage Network will continue in

the coming years to make sure that we retain the living wage

certification globally on an ongoing basis. This will see a

re-certification assessment process take place in mid-2025,

with further assessments by the Fair Wage Network taking

place every two years thereafter.

Listening to the voice of the employee

We continue to include a specific reward question in our

global employee engagement survey "I am fairly rewarded

(e.g. pay and benefits) for my contributions to Weir" and we

were delighted in 2024 to again achieve a scoring response,

which placed us in the top quartile of the manufacturing

sector for this particular metric, with the scores augmented

by over 2,200 comments left by individual employees in

response to the question, providing a rich source of feedback

and insight.

In addition to the insight received from the annual employee

engagement survey, we continue to provide employees with

other opportunities to provide feedback, including through

our 'Tell the Board' sessions, which are hosted by members of

the Board or the global town halls, which are hosted by the

Group Executive. Our Employee Engagement Director is also a

member of the Remuneration Committee, which provides

natural opportunity for remuneration matters to be a

discussion and feedback area.

Delivering free shares to employees globally

In 2019, we launched our global all-employee free shares

plan, ShareBuilder, which allows all of our employees,

regardless of role or geography to become shareholders in

Weir. Since its launch in 2019, we have made ShareBuilder

awards to over 18,000 individual employees, including in May

2024 when 1,500 new employees with the required 12

months’ service received the latest award of £300 of free

shares.

Operating pay equity and fairness

In addition to the new partnership with the Fair Wage

Network, we have also continued with our established

practices of undertaking both gender pay gap and equal pay

analysis on a global basis. Our latest published UK gender

pay report can be found on our website at [global.weir/](global.weir/investors/gender-pay/)

[investors/gender-pay/](global.weir/investors/gender-pay/)

Since its introduction in 2020, we have continued to develop

our use of Workday, the Group's global HR system, to

modernise, standardise and digitise many of our reward

processes. This, in turn, is a key enabler to operating pay

equity and fairness. We took another significant step forward

with this program of work with the implementation of the

Workday advanced compensation module in the second half

of 2024. This will be used to manage many of our key

reward-related processes in Weir, including the annual pay

review process in the first quarter of 2025, and will also

provide us with a platform that enables ongoing compliance

and reporting capability for the emergent and rapidly

developing pay related regulatory landscape, such as the EU

Pay Transparency Directive.

![]()

![Certificate-The Weir Group PLC.jpg]()

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 118 |
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## Remuneration at a glance

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | | | |  |  |  |  |  |  |  |  |
|  | Directors’ Remuneration Policy  The key components of our remuneration framework are fixed pay, annual bonus and  restricted share awards as set out in the Remuneration Policy. Our objective is to  appropriately reward the continuous improvement of our value-drivers and the  delivery of sustained value over time. | | | | | | | | | |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Element |  | Performance year |  | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Fixed pay |  | Consists of salary, pensions and benefits |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Annual bonus |  | Includes a core financial component and  an element based on the delivery of key  objectives aligned to the strategic  framework  Maximum: 150% (CEO) and 125% (CFO)  of salary |  | 30% deferred into shares  for three years.  From 2025, where  shareholding guidelines are  exceeded by 25%, no annual  bonus deferral is required. | | |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Restricted share  awards |  | Encourages substantial long-term share  ownership and increases emphasis on  the creation of long-term value for end  market customers and shareholders  Award size: 125% (CEO) and 100% (CFO)  of salary |  | Shares vest three years  from grant, subject to  underpin | | | Further two-year  holding period  after vest, released  five years after  grant | |  |
|  |  |  |  |  |  |  |  |  |  |  |  |

933%

242%

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | 2024 CEO single total figure of remuneration | | | | | | | |
|  |  |  |  |  |  |  | 2023 | 2024 |
|  |  |  | ¢ | Fixed  pay | £912,209 | £955,750 |
|  |  |  | ¢ | Annual  bonus | £1,022,519 | £1,064,190 |
|  |  |  | ¢ | Restricted  shares | £839,527 | £1,290,209 |
|  |  |  |  |  |  |  |  |  |
|  | In 2023, the restricted shares value comprised the fourth and final 25% tranche of the 2018 award vesting, the third 25%  tranche of the 2019 award vesting and the second 25% tranche of the 2020 award vesting. The 2024 restricted shares  value comprises the fourth and final 25% tranche of the 2019 award vesting, the third 25% tranche of the 2020 award  vesting and the first 50% tranche of the 2021 award vesting. The vesting values from the 2020 award in the 2023 and  2024 single figures incorporate the respective discretionary 15% and 10% reductions applied by the Remuneration  Committee in view of ‘windfall gains’, and as disclosed in the 2022 and 2023 Directors’ Remuneration reports. | | | | | | | |

![15942918602792]()

![15942918602894]()

2023

£2,774,255

2024

£3,310,149

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | 2024 annual bonus outcome  Further details, including information on the performance assessment of the strategic  measures and ESG measures are set out on pages 132 to 136. |  |
|  |  |  |
|  |  |  |
|  | Executive Directors’ shareholding |  |
|  |  |  |
|  |  |  |
|  | Shareholdings include interests in unvested restricted share awards, which are not subject to performance measures. |  |

![]()

![9345848836760]()

![]()

|  |  |
| --- | --- |
|  |  |
| ¢ | Shareholding requirement  (% of salary) |
| ¢ | Shareholding (% of salary) |

CEO

CFO

400%

300%

933%

242%

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 119 |
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## Directors’ remuneration in 2025

Implementation of remuneration policy in 2025

The table below summarises the key components of our remuneration framework and indicates how we intend to operate the policy in 2025.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Operation |  | 2025 implementation |  |
| Fixed | | | |  |
| Salary | Fixed remuneration, which reflects role, skills,  and responsibilities. |  | – CEO – £858,000  – CFO – £518,000  Base salaries have been increased by 3.5% with effect from 1 April 2025. These increases are aligned to the average increase  for the wider UK workforce. |  |
| Pension | Executive Directors receive pension  contributions of 12% per annum. |  | No change for 2025. Aligned with wider UK workforce. |  |
| Benefits | Car allowance, healthcare and life assurance. |  | No change for 2025. |  |
| Variable | | | |  |
| Annual bonus | Maximum opportunity:  CEO 200% of base salary  CFO 150% of base salary  30% deferred into shares for three years, unless  shareholding guideline has been satisfied by  25% or more, in which case no annual bonus  deferral is required.  Annual bonus awards will also be subject to  malus and clawback provisions. |  | Maximum opportunity for the CEO increased from 150% of base salary to 200% of base salary from 2025.  Maximum opportunity for the CFO increased from 125% of base salary to 150% of base salary from 2025.  From 2025, where the CEO or CFO has satisfied their individual shareholding guideline by 25% or more (therefore, being  500% of salary for the CEO and 375% of salary for the CFO), no annual bonus deferral will be required.  No change to measures and weightings for 2025 as follows:  – 40% PBTA (defined as profit before tax and adjusting items from continuing operations)  – 20% Cash conversion (defined as free operating cash flow as a percentage of adjusted operating profit)  – 20% Strategic measures  – 20% ESG measures  Given their overall commercial sensitivity, underlying targets across the financial measures will be disclosed in next year’s  report provided they are no longer commercially sensitive at that point. Set out on the following page are details of the  target priorities for 2025 for both the strategic measures and the ESG measures. Where not commercially sensitive to do so,  we have provided prospective disclosure of the 2025 underlying targets for these. The results of performance against the  targets for all strategic measures and ESG measures will be disclosed in next year's report. |  |

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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 120 |
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## Directors’ remuneration in 2025

### continued

Strategic and ESG annual bonus measures 2025

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Strategic measures: |  | Target performance: |
| People | Retain our talent. |  | Voluntary attrition rate of 9.5%. |
| Succession planning. |  | 15% improvement in total number of roles  with appropriate succession planning  arrangements made. |
| Maintain our  engagement score in  top quartile of Peakon's  manufacturing  benchmark. |  | Maintain position in top quartile of Peakon’s  manufacturing benchmark. |
| ESG measures: |  | Target performance: |
| Safety Total Incident  Rate (TIR). |  | Improve on our 2024 TIR to 0.385. |
| Improve our diversity. |  | Improve our female gender diversity  across all job bands. For job bands 1–2,  a 1.25% increase and for job bands 3–5,  a 2.5% increase.  Improve our ethnic diversity across  leadership job bands by 2%. |
| Health and wellbeing. |  | Improve on our 2024 CCLA corporate  mental health benchmark score. |
|  | Strategic measures: |  | Target performance: |
| Technology | Revenue from new  products. |  | £m orders.1 |
| Boost with digital. |  | £m orders.1 |
| Enterprise Technology  Roadmap (ETR)  execution progress. |  | Progress of R&D portfolio against Weir  specific technology readiness levels.1 |
| ESG measures: |  | Target performance: |
| Progress priority R&D  projects. |  | Specific milestones for ETR themes:1  – Move less rock  – Use less energy  – Use water wisely  – Create less waste |

![]()

![sustainability framework_v06_circle_UNIVERS_PANTONE_300_20mm_RISK_ALL_people.png]()

![]()

![sustainability framework_v06_circle_UNIVERS_PANTONE_300_20mm_RISK_ALL_technology.png]()

1Specific targets will be included in the 2025 Annual Report.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Strategic measures: |  | Target performance: |
| Customer | Execution of top growth  initiatives. |  | Minerals – £m orders.1  ESCO – $m orders and number of specific  product conversions/upgrades.1 |
| Position Weir as a  mining technology  solutions partner. |  | Specific roadmap milestones.1 |
| Refresh key account  strategy. |  | Specific roadmap milestones.1 |
| ESG measures: |  | Target performance: |
| Customer Avoided  Emissions. |  | Tonnes CO2e.1 |
| Customer water  optimisation and waste  impact. |  | Specific roadmap milestones.1 |
|  | | | |
|  | Strategic measures: |  | Target performance: |
| Performance | Lean Processes. |  | £m run rate (Minerals) and production  targets (ESCO).1 |
| Capacity Optimisation. |  | £m run rate (Minerals) and production  targets (ESCO).1 |
| Functional  Transformation. |  | Savings achieved in relation to approved  value case.1 |
| ESG measures: |  | Target performance: |
| Reduce scope 1 and 2  CO2e vs 2019 base  aligned to SBTi. |  | SBTi-aligned absolute reduction.1 |
| ESG data assurance  roadmap. |  | Specific roadmap milestones.1 |
|  | | | |

![sustainability framework_v06_circle_UNIVERS_PANTONE_300_20mm_RISK_ALL_customer.png]()

![sustainability framework_v06_circle_UNIVERS_PANTONE_300_20mm_RISK_ALL_performance.png]()

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 121 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration in 2025

### continued

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Operation |  | 2025 implementation |
| Variable continued | | | |
| Restricted  share awards | Maximum award size:  CEO 125% of base salary  CFO 100% of base salary  Awards subject to a three-year vesting period  and subsequent two-year holding period.  Vesting subject to the underpin. Prior to vesting,  if any of the thresholds have not been met,  it would trigger the Committee to consider  whether a discretionary reduction was required.  Restricted share awards will also be subject to  malus and clawback provisions.  The Remuneration Committee has the ability  to make adjustment at the time of grant to  address, if relevant, concerns about 'windfall  gains' and taking into account latest  shareholder guidance. The Committee  also retains discretion to review awards at  the point of vesting, in accordance with our  wider policy and principle of best practice. |  | No change to the award size or vesting schedule for 2025. No change to the underpin:  Balance sheet health  Breaching covenants – no breach of debt covenant or re-negotiation of covenant terms outside of a normal refinancing cycle.  Investor returns  Return on Capital Employed (ROCE)  – maintain average ROCE over the vesting period above the average Weighted Average  Cost of Capital for that period.  Environmental, social and governance (ESG)  Sustainability Roadmap progress – awarded a B listing or better by CDP1 through the vesting period in recognition of climate  change contribution.  Corporate governance  Major governance failure – no material failure in governance or an illegal act resulting in significant reputational damage and/  or material financial loss to the Group.  Note  1. CDP is a global environmental impact non-profit organisation. Companies representing two-thirds of global market capitalisation – from 130 countries – disclose  critical environmental data through CDP https://www.cdp.net. It scores companies from D- to A based on the comprehensiveness of disclosure, awareness and  management of environmental risks and demonstration of environmental leadership. Weir’s score was A- in 2020 and 2021, A in 2022 and 2023 and B in 2024. In  accordance with the CDP appeals process, evidence exists that indicates our 2024 response has not been evaluated correctly according to CDP's scoring  methodology, so we have initiated a score appeal. CDP will provide a response to appeals only after the appeal window has closed on 20 March  2025. The underpin  for the 2025 award will be set such that if Weir’s score falls below a threshold of B for any year during the vesting period, this would trigger the Committee to  consider an adjustment to vesting. The CDP methodology requires continuous improvement even to maintain a level of scoring and therefore the Committee  believes this is an appropriate level at which to set the threshold for the underpin. |
| Other |  |  |  |
| Shareholding  guidelines | – CEO – 400% of base salary  – CFO – 300% of base salary  Shareholding guidelines continue after an  individual steps down from the Board. The  requirement falls to half the normal level on  stepping down from the Board and then  tapers down to zero after two years. |  | No change. |
| Chair and  Non-  Executive  Director (NED)  fees | Fees reflect responsibilities and time  commitments for the role. |  | Chair and NED base fees will increase by 3.5% effective 1 April 2025, which is aligned to the average increase for the wider UK  workforce. The Chair of Committee fee, the Senior Independent Director fee and the Employee Engagement Director fee are  being harmonised to a new rate of £20,000 from 1 April 2025 to align more closely with market practice and reflect the close  comparability of the breadth of the respective responsibilities and time commitments for these roles.  – Chair’s fee – £377,000 (+3.5%)  – NED base fee – £75,500 (+3.5%)  – Chair of Committee fee – £20,000 (+5.3%)  – Senior Independent Director fee – £20,000 (+30.7%)  – Employee Engagement Director fee – £20,000 (+5.3%) |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 122 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration policy

Remuneration Policy

The Directors' Remuneration Policy will be put to shareholders for approval at the AGM to be held on 24 April 2025. Subject to approval, the Directors' Remuneration Policy is intended to apply for

three years from that date. In developing the proposed Directors' Remuneration Policy, input was received from the Chair of the Board and management, while ensuring that conflicts of interest

were suitably mitigated. Input was also provided by the Remuneration Committee's appointed independent advisers throughout the process. There are two main changes being proposed from

the current Directors' Remuneration Policy approved in April 2022 being i) an increase in the annual bonus opportunity for the CEO and CFO; and ii) a relaxation of the annual bonus deferral

requirement if the shareholding guideline has been met by 25% or more. The proposed Policy also creates consistent language in relation to the annual bonus and Share Reward Plan malus and

clawback triggers. Other minor changes have been made to the wording of the Directors' Remuneration Policy to reflect evolving market practice or to increase clarity.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Policy table |  |  | Change from current Directors'  Remuneration Policy |
| Base salary |  |  |  |
| Purpose  To provide a salary that takes into account an individual’s role, skills and  responsibilities and enables the Group to attract and retain talented  leaders.  Operation  Reviewed annually, with increases normally taking effect from 1 April.  Salaries are set by reference to market practice for similar roles in  companies of similar size and complexity. The Committee also takes into  account factors including personal performance, the wider employee  context, and economic and labour market conditions. |  | Maximum value  While there is no stipulated maximum salary increase, increases will not normally be  greater than the average salary increase for UK employees (or the relevant  jurisdiction if an Executive Director is based outside the UK). Different increases may  be awarded at the Committee’s discretion in instances such as where:  – there has been a significant increase in the size, complexity or value of the Group;  – there has been a change in role or responsibility;  – the individual is relatively new in the role and the salary level has been set to  reflect this;  – the individual is positioned below relevant market levels; and  – other exceptional circumstances. | No change. |
| Pension |  |  |  |
| Purpose  To encourage long-term saving and planning for retirement.  Operation  A contribution into the Company’s defined contribution pension plan or  an equivalent cash allowance, or any other arrangement the Committee  considers has the same economic benefit. |  | Maximum value  The maximum contribution rate is aligned to the maximum contribution rate for  the wider UK workforce which is currently 12%. | No change. |
| Benefits |  |  |  |
| Purpose  To provide cost-effective benefits valued by individuals.  Operation  Benefits include, but are not limited to, healthcare, car allowance, liability  insurance and death in service insurance.  Other benefits may be provided from time-to-time if considered  reasonable and appropriate, such as relocation costs or long-term  disability insurance. |  | Maximum value  – Car allowance – no greater than £20,000 per annum  – Life assurance – 5 x base salary  The cost of providing insurance and healthcare benefits varies according to  premium rates, so there is no formal maximum monetary value. | No change. |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 123 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration policy

### continued

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Policy table |  |  | Change from current Directors'  Remuneration Policy |
| Annual bonus |  |  |  |
| Purpose  To incentivise the delivery of our strategic plan and to reward the  achievement of stretching performance on an annual basis.  To focus incentives on team performance to create collective  accountability.  Operation  Measures, targets and weightings are reviewed and determined annually  at the start of each financial year to ensure they are appropriate and  support the Company’s strategy.  30% of any bonus will be deferred into an award of Weir Group shares,  unless the CEO or CFO's shareholding guideline has been satisfied by  25% or more, in which case no annual bonus deferral is required and the  annual bonus will be paid fully in cash.  Any deferred bonus shares will normally be released after three years  and are not ordinarily subject to any further conditions.  Malus and clawback provisions (applicable for three years from the  payment of the cash element of the annual bonus and three years from  the award of the deferred bonus shares) may be applied in the event of:  – the discovery of a material misstatement in the audited consolidated  accounts of the Company or the audited accounts of any Group  Company;  – in the reasonable opinion of the Board any action or conduct of an  individual (alone or with others) amounts to gross misconduct;  – any event or the behaviour of an individual has, in the opinion of the  Board, a significant detrimental impact on the reputation of any Group  Company provided that the Board is satisfied that the relevant  individual was (alone or with others) responsible for the reputational  damage and that the reputational damage is attributable to the  individual (alone or with others);  – the information that is relied upon to determine the number of shares  over which an award was granted (or vested) is found to be materially  incorrect, mistaken or misrepresented to the advantage of the  individual; and  – a material corporate failure in any Group Company or a relevant  business unit. |  | Maximum value  The Committee will determine the bonus award level each year. The  maximum bonus award level that may be awarded in respect of a  financial year is:  – CEO 200% of base salary  – CFO 150% of base salary  Performance assessment  Annual bonuses will be subject to such targets as the Remuneration  Committee considers appropriate each year.  Financial measures will normally be used to calculate at least 50% of the  bonus, with the remainder being based on strategic, ESG and/or personal  objectives.  The performance targets for financial measures are set in the context of  the internal budget taking into account other relevant factors, such as  external forecasts.  All financial measures are calibrated with payment on a straight-line basis  between threshold (up to 20% of maximum bonus payable), stretch, and  any points in between.  Payment of any non-financial measures component will be subject to a  discretionary underpin (including individual performance).  In exceptional circumstances, the Committee has discretion to alter the  measures and/or targets during the performance period if it believes the  original measures and/or targets are no longer appropriate.  The Committee may in its discretion adjust annual bonus payout levels, if  it considers that the outcome does not reflect the underlying financial or  non-financial performance of the participant or the Group over the  relevant period or that such payout level is not appropriate in the context  of circumstances that were unexpected or unforeseen when the targets  were set. When making this judgement, the Committee may take into  account such factors as it considers relevant. | – CEO maximum bonus opportunity  increased from 150% of base salary to  200% of base salary.  – CFO maximum bonus opportunity  increased from 125% of base salary to  150% of base salary.  – Where the CEO or CFO's shareholding  guideline has been satisfied by 25% or  more, no annual bonus deferral is  required.  – Use of consistent language in relation  to the annual bonus and Share Reward  Plan malus and clawback triggers. |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 124 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration policy

### continued

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Policy table |  |  | Change from current Directors'  Remuneration Policy |
| Share reward plan (SRP) |  |  |  |
| Purpose  To encourage and enable substantial long-term share ownership.  To reward the delivery of sustainable value over time.  Operation  The Committee may grant awards under the SRP on an annual basis.  Awards will normally vest at the end of a three-year period, subject to  continued employment and assessment of the underpin.  Following vesting, an additional two-year holding period will also  normally apply, such that vested shares are released five years from  grant.  Awards will normally be in the form of conditional share awards, but may  be awarded in other forms if appropriate (e.g. as nil cost options).  Malus and clawback (applicable for three years from vesting) provisions  may be applied in the event of:  – the discovery of a material misstatement in the audited consolidated  accounts of the Company or the audited accounts of any Group  Company;  – in the reasonable opinion of the Board any action or conduct of an  individual (alone or with others) amounts to gross misconduct;  – any event or the behaviour of an individual has, in the opinion of the  Board, a significant detrimental impact on the reputation of any Group  Company provided that the Board is satisfied that the relevant  individual was (alone or with others) responsible for the reputational  damage and that the reputational damage is attributable to the  individual (alone or with others);  – the information that is relied upon to determine the number of shares  over which an award was granted (or vested) is found to be materially  incorrect, mistaken or misrepresented to the advantage of the  individual; and  – a material corporate failure in any Group Company or a relevant  business unit. |  | Maximum value  The Committee will determine the grant level each year. The maximum  value of award that may be granted in respect of a financial year is:  – CEO 125% of base salary  – CFO 100% of base salary  The Committee has the ability to adjust award levels at the time of grant  to address, if relevant, concerns about the potential for perceived  ‘windfall gains’.  Performance assessment  No performance measures are associated with the awards.  The underpin will normally consist of a ‘basket’ of key metrics that will  best reflect overall business health over the vesting period. For each  metric, a clearly defined and, where relevant, quantifiable ‘threshold’ will  be set at the time of grant. Thresholds will normally be disclosed  on a prospective basis.  Prior to vesting, if any of the thresholds have not been met, it would  trigger the Committee to consider whether a discretionary downward  adjustment was required.  The Committee may in its discretion adjust SRP vesting levels, if it  considers that the outcome does not reflect the underlying financial or  non-financial performance of the participant or the Group over the  relevant period or that such payout level is not appropriate in the context  of circumstances that were unexpected or unforeseen when the  underpins were set. When making this judgement, the Committee may  take into account such factors as it considers relevant. | – Use of consistent language in relation  to the annual bonus and Share Reward  Plan malus and clawback triggers. |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 125 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration policy

### continued

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Policy table |  |  | Change from current Directors'  Remuneration Policy |
| Shareholding requirements |  |  |  |
| Purpose  To ensure Executive Directors build and hold a significant shareholding  long term.  To align Executive Directors’ interests with shareholders.  Operation  Executive Directors are required to build up a shareholding in the  Company over a five-year period.  All beneficially owned shares, deferred shares and unvested restricted  share awards count towards an individual’s shareholding (on a net of tax  basis where relevant).  Until the shareholding requirement is met an Executive Director normally  must retain 50% of net restricted share awards, performance share  awards, and deferred bonus award shares.  Shareholding guidelines continue after an individual steps down from  the Board.  – The requirement will fall to half the normal level on stepping down from  the Board.  – The requirement would then taper down to zero after two years. |  | Shareholding guidelines  – CEO 400% of base salary  – CFO 300% of base salary | No change. |
| All-employee share plans |  |  |  |
| Purpose  To enable long-term share ownership for all employees, and to increase  alignment with shareholders.  To provide one common benefit to all employees.  Operation  Executive Directors may be entitled to participate in all-employee share  plans on the same basis as all other employees. |  | Maximum value  The maximum value will be in line with the maximum value for all other  employees and where relevant in line with the governing legislation. | No change. |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 126 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration policy

### continued

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Policy table |  |  | Change from current Directors'  Remuneration Policy |
| Chair and Non-Executive Directors' fees |  |  |  |
| Purpose  To attract and retain experienced and skilled Non-Executive Directors and  to reflect the responsibilities and time commitment involved.  Fees are reviewed by reference to companies of similar size and  complexity, economic and labour market conditions.  Additional fees may be made available to Non-Executive Directors, where  appropriate, to reflect any additional time commitment or duties.  The Company may reimburse Non-Executive Directors for any  business-related costs (such as travel and accommodation costs  incurred in connection with their duties) and any associated tax on these  costs. |  | Maximum value  Fees as prescribed in the Articles of Association.  Planned increases in fees will take into account general increases across  the Group, along with market practice. | No change. |

Choice of performance measures and targets

The performance measures selected for the annual bonus

awards and the underpins selected for the restricted share

awards are set on an annual basis by the Remuneration

Committee, to ensure that they remain appropriate to reflect

the priorities for the Company in the year ahead. The annual

bonus plan measures are chosen to align to our reward

principles and the delivery of our strategy. The restricted

shares underpins are chosen to align with our key

underlying drivers of value. The targets for the performance

measures are set taking into account a number of factors,

including the Company’s annual operating plan, strategic

priorities, the economic environment and market conditions

and expectations.

Dividends

Executive Directors are entitled to receive the value of

dividends payable on any deferred bonus awards under

the annual bonus or awards under the SRP up to the point

of vesting. This value may be calculated assuming that

the dividends were notionally reinvested in the

Company’s shares.

Common award terms

Awards granted under the share plans may be adjusted in

the event of any variation of the Company’s share capital or

any demerger, special dividend or other event that may

affect the current or future value of the awards.

Legacy arrangements

The Committee reserves the right to make any remuneration

payments and/or payments for loss of office, this includes

exercising any discretions available to it in connection with

such payments (notwithstanding that they are not in line with

this policy) where the terms of payment:

– came into effect before this policy was approved and

implemented (including where such payments are in line

with a previously approved policy); and

– were agreed at a time when the individual was not a

Director of the Company and, in the opinion of the

Committee, the payment is not in consideration for the

individual becoming a Director.

This includes the vesting of any awards granted under

the SRP.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 127 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration policy

### continued

Recruitment policy

The Remuneration Committee’s approach when considering the overall remuneration arrangements in the recruitment of an Executive Director is to take account of all relevant factors, such as

the individual’s remuneration package in their prior role and the market positioning of the package against the local market. We will not pay more than necessary to facilitate the recruitment.

|  |  |
| --- | --- |
|  |  |
| Component | Policy |
| Remuneration | The salary level, benefits, pension, annual bonus and annual SRP participation will be in line with the policy table, including the maxima shown. |
| Buy-out awards | The Committee will consider whether any buy-out awards are reasonably necessary to facilitate the recruitment of an Executive Director, and if there are any  other compensation arrangements or contractual rights that would be forfeited on leaving the previous employer.  The Committee will seek to structure payments taking into account relevant factors, including any the quantum of the award, performance conditions, form in  which it is to be paid and the timeframe of the award.  Buy-out awards will generally be made on a like-for-like basis. |
| Other | The Committee may agree to meet certain mobility or relocation costs, including but not limited to, temporary living and transportation expenses. The  Committee may also agree to meet the costs of relevant professional fees.  Reasonable expenses and associated tax incurred as part of their recruitment will be reimbursed to the Executive Director. |
| Internal promotion to  Executive Director | The Committee will honour existing remuneration arrangements made prior to, and not in contemplation of, promotion. The arrangements will continue to pay  out in accordance with the respective rules and guidelines. |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 128 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration policy

### continued

Service contracts and policy on payment of loss of office

It is the Committee’s policy that there should be no element of reward for failure. The Committee’s approach when considering payments in the event of termination is to take account of the

individual circumstances including the reason for termination, contractual obligations of both parties as well as incentive plan and pension scheme rules.

If an Executive Director’s service contract is terminated other than in accordance with its terms, the Committee will give full consideration to the obligation and ability of the individual to mitigate

any loss they may suffer as a result of the termination of their contract.

Service contracts and letters of appointment are available for inspection at the Company’s registered office.

|  |  |
| --- | --- |
|  |  |
| Provision | Policy |
| Unexpired term | The unexpired term of Executive Directors’ contracts is 12 months.  Executive Directors have rolling contracts. |
| Change of control | No provisions in service contracts relate to a change of control.  Refer to the relevant sections below for annual bonus and share plans provisions. |
| Notice period | Executive Directors have 12 months’ notice by either the Company or the individual. This would be the normal policy for new appointments but shorter notice  periods may be applied. |
| Contractual payments | Termination with contractual notice or termination by way of payment in lieu of notice (PILON) at the Company’s discretion.  Neither notice nor PILON will be given in the event of gross misconduct.  The calculation of PILON will be at 1.2 x gross salary to reflect the value of salary and contractual benefits.  PILON will be made where circumstances dictate that Executive Directors’ services are not required for their full notice period. Contracts also allow for phased  payments on termination, which provides for mitigation, including remuneration from alternative employment.  The Committee may authorise:  – payments for statutory entitlements in the event of termination;  – reasonable settlement of potential legal claims;  – payment of reasonable reimbursement of professional fees in connection with such agreements; and  – payment of reasonable expenses in connection with the re-location of the individual if required. |
| Annual bonus and deferred  bonus awards | At the discretion of the Committee, where an individual leaves as a Good Leaver (as defined on page 129), a pro rated payment (payable in such proportions  of cash and shares as the Committee may determine) may be earned if employment ceases during the year. Any payment will be subject to the assessment  of bonus targets.  Dismissal for gross misconduct – all entitlements will be forfeited, including any unvested deferred bonus awards.  All other departure events – existing rights are normally retained in respect of any deferred bonus awards. Vesting will take place at the normal vesting date  unless the Committee determines otherwise.  Malus and clawback provisions will continue to apply.  Change in control – any bonus will normally be determined by the Committee up to the expected date of change in control taking into account both  performance and the period of the financial year which has elapsed. Deferred bonus awards will vest on change in control. |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 129 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration policy

### continued

|  |  |
| --- | --- |
|  |  |
| Provision | Policy |
| Outstanding share plan awards | The treatment of awards will be governed by the rules of the relevant plan.  Where an individual leaves as a Good Leaver (which includes for reasons of death, retirement, ill-health, injury or disability, redundancy, the sale of employing  company or business, or other circumstances that the Committee determines) unvested awards will normally continue and vest on the normal vesting date,  taking into account the assessment of any applicable underpins and pro-rated to reflect the proportion of the vesting period that has elapsed.  The Committee may exercise its discretion to apply a different pro-rata methodology or to dis-apply time pro rating completely.  Awards subject to a holding period will continue to be subject to that holding period as if employment had not ceased, except in the case of death, or in such  other circumstances as the Committee may determine, when the holding period will end at such time as the Committee determines to be appropriate.  The rules provide flexibility that in the case of the participant’s death (or such other exceptional circumstances as the Committee considers appropriate),  awards will vest (and awards in the holding period will be released) at the time of death/leaving.  If an individual leaves for any reason other than as a Good Leaver, any unvested awards will lapse on termination.  Awards will remain subject to the operation of malus and clawback provisions.  Change in control – the extent to which unvested awards vest will be determined by the Committee, taking into account the performance conditions and/or  underpins as applicable and the proportion of the vesting period that has elapsed. Alternatively, awards may be exchanged for new equivalent awards in the  acquiring company. The holding period applicable to any awards will end at the time of change in control. |
| All-employee share plans | The rules of any all-employee share plans will apply in the event of termination of employment or change in control. |
| Relocation | The Committee may determine that share plan awards or deferred bonus awards should vest early if an Executive Director is relocated to a country where they  would suffer a tax or regulatory disadvantage by holding the award. |
| Chair and Non-Executive  Directors | Non-Executive Directors have letters of appointment. The letters do not contain any contractual entitlement to a termination payment and the Non-Executive  Directors can be removed in accordance with the Company’s Articles of Association.  Notice periods are six months from the Company and no notice from the individual.  There are no change in control provisions in the letters of appointment. |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 130 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration policy

### continued

![]()

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Service agreements and letters of appointment | | | |
| The following table sets out the dates of each of the Executive Directors’ service agreements, the dates of the Non-Executive  Directors’ letters of appointment and the date on which the Non-Executive is subject to election or re-election. Directors are  required to retire at each Annual General Meeting and seek re-election by shareholders. | | | |
|  |  |  |  |
| Executive Director | Contract commencement date | Unexpired term (months) |  |
| Jon Stanton | 28 July 2016 | 12 |  |
| Brian Puffer | 1 March 2024 | 12 |  |
|  |  |  |  |
| Non-Executive Director | Date of appointment | Date when next subject to election/re-election | |
| Barbara Jeremiah | 1 August 2017 | 24 April 2025 |  |
| Andy Agg | 27 February 2024 | 24 April 2025 |  |
| Nick Anderson1 | 15 May 2024 | 24 April 2025 |  |
| Dame Nicola Brewer | 21 July 2022 | 24 April 2025 |  |
| Penny Freer | 23 October 2023 | 24 April 2025 |  |
| Tracey Kerr | 21 July 2022 | 24 April 2025 |  |
| Ben Magara | 19 January 2021 | 24 April 2025 |  |
| 1. Nick Anderson joined the Board with effect from 15 May 2024. | | | |

Consideration of conditions elsewhere in the Group

The reward principles set out earlier in the Directors’

Remuneration report reflect the reward principles that apply

to all employees across the Group. Although these principles

apply across the Group, given the size of the Group and the

geographical spread of its operations, the way in which the

principles are implemented in practice varies. For example,

annual bonus deferral applies at the more senior levels within

the Group and participation in restricted share awards is

typically limited to Senior Management and executives.

All employees are eligible to participate in our global

all-employee share plan, Weir ShareBuilder, and we offer

competitive and fair rates of pay across the organisation.

Consideration of employee engagement

Meaningful engagement with customers and employees

plays a crucial role in both innovation and the continuous

improvement of the Weir business.

The Board recognises the importance of culture and effective

employee relations in the creation of good work and good

workplaces. The role of the Board, therefore, is to ensure that

mechanisms are in place, and monitored, for effective

employee engagement and that there is governance of the

process for management standards and training to continue

to assure ourselves of the leadership skills required

to do engagement well. Given the multi-national nature of

our business, the management team also recognise that

their approaches to insight-gathering and dialogue need to

reflect country practices so that engagement can be led well

locally and be mindful of circumstances and culture.

As a Board, we recognise the importance of a Group-wide

framework for employee dialogue, which is why our

continued focus is to ensure that we broaden our

Group-wide practices for gathering workforce views and

engaging in meaningful dialogue and for measuring and

further strengthening employee engagement. Monitoring of

progress will take place at the Board in the form of an annual

employee insights report.

While the Committee does not directly consult with

employees when drafting the Remuneration Policy, we have

in place a variety of employee voice channels, such as our

global employee engagement survey and our ‘Tell the Board’

sessions, which provide employees with an opportunity to

provide feedback on any topics that interest or concern

them. Outputs from these channels are provided to the

Board, and any remuneration concerns would be flagged to

the Remuneration Committee for separate consideration. We

also include a specific reward question in our annual

employee engagement survey and the results we receive

help us shape our reward agenda and actions.

Consideration of shareholder engagement

Shareholders and their representative bodies play a very active

role in the continued development of our Remuneration Policy.

We have undertaken significant engagement with shareholders

in relation to the small number of amendments proposed to the

Remuneration Policy.

The Committee remains committed to ongoing dialogue and

will seek input from shareholders when considering any

further changes.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 131 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration policy

### continued

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Pay at Weir  Application of remuneration policy | | | | | |
| Jon Stanton | | | | | |
|  |  |  |  |  |  |
| 1 Maximum +50% share price increase. | | | | | |
| ¢ | Fixed pay | ¢ | Annual bonus | ¢ | SRP |
|  |  |  |  |  |  |
| Brian Puffer | | | | | |
|  |  |  |  |  |  |
| 1 Maximum +50% share price increase. | | | | | |
| ¢ | Fixed pay | ¢ | Annual bonus | ¢ | SRP |
|  |  |  |  |  |  |

![]()

![20340965114027]()

![]()

![15942918603024]()

Fixed Pay

100.0%

Mid-point

32.2%

Maximum

26.3%

Maximum1 +

23.1%

![]()

33.2%

45.3%

39.7%

Fixed Pay

100.0%

Mid-point

37.9%

Maximum

31.7%

Maximum1+

27.9%

![]()

29.4%

41.0%

36.1%

34.6%

27.3%

36.1%

32.7%

Total £997,190

Total £600,121

28.3%

37.2%

Total £3,099,290

Total £3,785,690

Total £4,321,940

Total £1,584,321

Total £1,895,121

Total £2,154,121

Notes to application of remuneration policy charts

The chart illustrates the potential total remuneration for the

Executive Directors in respect of the application of our

Remuneration Policy.

|  |  |
| --- | --- |
|  |  |
| Element of  package | Assumptions used |
| Fixed Pay | Base salary: effective 1 April 2025  Benefits: benefits as disclosed in single  total figure of remuneration for 2024. For  Brian Puffer this includes an estimated 2025  benefits figure calculated as the annualised  value of the benefits provided in 2024 and  as disclosed in the single total figure of  remuneration  Pension: 12% pension contribution or cash  allowance, which is also the maximum rate  available to the wider UK workforce |
| Annual  Bonus | Minimum: no bonus is earned  Mid-point: 60% of maximum is earned  (being the mid-point under the annual  bonus between the threshold pay-out of  20% and maximum pay-out)  Maximum: 100% of maximum is earned |
| SRP | Minimum: no vesting  Mid-point: 100% vesting  Maximum: 100% vesting  Maximum +50%: As above for maximum  performance but includes share price  appreciation in respect of the SRP of 50% |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 132 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration report

Single total figure of remuneration for Executive Directors (audited)

This section sets out how the Remuneration Policy was applied for the year ended 31 December 2024.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Executive Director  Jon Stanton | | Executive Director  Brian Puffer | |
|  | 2024 (£) | 2023 (£) | 2024 (£) | 2023 (£) |
| Base salary1 | 821,000 | 785,750 | 416,667 | – |
| Benefits2 | 36,230 | 32,169 | 16,634 | – |
| Pension3 | 98,520 | 94,290 | 50,000 | – |
| Total fixed pay | 955,750 | 912,209 | 483,301 | – |
| Annual bonus | 1,064,190 | 1,022,519 | 445,730 | – |
| Restricted shares4 | 1,290,209 | 839,527 | – | – |
| Buy-out awards5 | – | – | 1,466,253 | – |
| Total variable pay | 2,354,399 | 1,862,046 | 1,911,983 | – |
| Total pay | 3,310,149 | 2,774,255 | 2,395,284 | – |

Notes to the total figure of remuneration for the Executive Directors (audited)

1. Base salary – Jon Stanton's annual salary was £797,000 in the period 1 January 2024 to 31 March 2024, and £829,000 in the

period 1 April 2024 to 31 December 2024. Brian Puffer joined Weir Group as CFO and was appointed to the Board from

1 March 2024 with an annual salary of £500,000 effective from that date.

2. Benefits – corresponds to the value of benefits in respect of the year ended 31 December 2024, as set out in the further

table on this page.

3. Pension – corresponds to the cash allowance provided to the Executive Directors during the year ended 31 December

2024. This equates to 12% of salary.

4. The restricted share awards have been valued using the share price at the respective dates of vesting. For Jon Stanton, the

2024 restricted shares figure comprises the fourth and final 25% of the 2019 award vesting on 9 April 2024 (valued using a

share price of £20.54 at the vesting date), the third 25% of the 2020 on award vesting on 8 April 2024 (valued using a share

price of £20.36 at the vesting date) and the first 50% of the 2021 award vesting on 8 April 2024 (valued using a share price

of £20.36 at the vesting date). The total figure of £1,290,209 includes a value of £51,933 in respect of dividend equivalents.

The respective vestings in 2023 and 2024 of the second and third 25% tranches of the 2020 award incorporates the

downward discretion applied by the Remuneration Committee to reduce the number of shares vesting by 15% (2023) and

10% (2024) for 'windfall gains' as disclosed in the respective 2022 and 2023 Directors' Remuneration reports.

Of the 2024 restricted share value shown above for Jon Stanton, £387,939 reflects the share price appreciation in the period

since award. No discretion has been exercised in connection with share price appreciation.

As previously communicated to shareholders, the dividend underpin relating to the final tranche of the 2019 restricted

share award vesting in 2024 was not met following decisive action taken by the Board to withdraw the final dividend in 2019

and any dividend payments in 2020 in response to the outbreak of Covid-19. To recognise the breach of the dividend

underpin, the Committee made a downwards adjustment to the tranche of the 2019 award restricted share award vesting

in 2021. In line with the approach taken to the further tranches of the 2019 award vesting in 2022 and 2023, no further

adjustment has been made to the final tranche of the 2019 award, which vested in 2024. All other underpins for tranches of

the awards vesting in 2024 were met.

5.For Brian Puffer, the 2024 restricted shares figure comprises the value of the buy-out awards made in April 2024, which are

not subject to any performance  conditions. Further details of the buy-out awards are provided on pages 137 to 138.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Jon Stanton | Brian Puffer |
| Benefits | 2024 (£) | 2024 (£) |
| Car allowance | 17,000 | 11,642 |
| Healthcare1 | 2,303 | – |
| Life assurance | 16,927 | 4,992 |
| Total | 36,230 | 16,634 |

1.Brian Puffer did not join the Company healthcare plan in 2024.

2024 annual bonus (audited)

The table below details the performance achieved against the stretching targets set at the

beginning of the year. As a result, a bonus of 85.6% of maximum was payable to the Executive

Directors. Jon Stanton's bonus award is 128.4% of salary as at 31 December 2024, and Brian Puffer's

bonus award is 89.1% of salary as at 31 December 2024. Brian Puffer's bonus award has been

adjusted pro-rata to reflect his appointment from 1 March 2024. Had the CFO received a

full year bonus, this would have been 107.0% of salary. In accordance with our current

Remuneration Policy, 30% of the bonus for Executive Directors is deferred into shares for three years

and is not ordinarily subject to any further conditions. Malus and clawback may be applied in the

circumstances set out on page 123.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Weighting | Entry | Mid-point | Maximum | Achievement | Pay-out (%) |
| Payout as % of  maximum |  | 20% | 60% | 100% |  |  |
| PBTA1 | 40% | £405.6m | £446.1m | £486.6m | £468.9m | 33.0% |
| Cash conversion2 | 20% | 88.5% | 93.5% | 98.5% | 102.6% | 20.0% |
| Strategic measures | 20% | See pages133 to134 | | | | 18.6% |
| ESG measures | 20% | See pages 135 to136 | | | | 14.0% |
| Total bonus | 100% |  |  |  |  | 85.6% |

Notes

1. PBTA is defined as profit before tax and adjusting items. The performance targets and achievements are calculated using

September 2023 closing exchange rates.

2. Cash conversion is defined as free operating cash flow as a percentage of adjusted operating profit. The performance

targets and achievements are calculated using September 2023 closing exchange rates.

The following pages detail the annual bonus achievement on the strategic measures (pages

133 to134) and ESG measures (pages 135 to 136) aligned to the pillars of our We are Weir

Framework of People, Customer, Technology and Performance.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 133 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration report

### continued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Rating key for strategic measures: | l | Outcome achieved meets or exceeds on-target. | l | Outcome achieved is between threshold and on-target. | l | Outcome achieved is below threshold. |

Strategic measures (audited)

The next two pages provide the detailed results for the 2024 strategic measures. The per cent bonus contribution for each measure is determined by the result relative to threshold, target and

maximum performance metrics, with the per cent bonus for a result between these points calculated on a straight-line basis.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Priority for 2024 | Outcome required for on-target bonus achievement | Result | Rating | Bonus contribution |
| People | | | | |
| Retain our talent. | 11% voluntary attrition rate. | 7.9% voluntary attrition rate. | l | 1.67% out of 1.67% |
| Succession planning. | 8% improvement in total number of succession plans  that have at least one named successor in the  readiness pipeline. | 24% improvement in total number of succession plans  that have at least one named successor in the  readiness pipeline. | l | 1.67% out of 1.67% |
| Employee engagement. | Maintain our engagement score in top quartile of  Peakon manufacturing benchmark. | Engagement score placing us in the top 10% of Peakon’s  manufacturing benchmark. | l | 1.67% out of 1.67% |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Priority for 2024 | Outcome required for on-target bonus achievement | Result | Rating | Bonus contribution |
| Customer | | | | |
| Execute top growth initiatives. | Minerals: £144.4m orders. | Minerals: £154.7m orders. | l | 0.72%  out of 0.83% |
| ESCO: US$45.3m capital bookings. | ESCO: US$38.5m capital bookings. | l | 0%  out of 0.42% |
| ESCO: Five booked conversions/upgrades to mining lip  and adapter system. | ESCO: Eight booked conversions/upgrades. | l | 0.42%  out of 0.42% |
| Capture value from new  strategic alliances. | Five orders originating from new strategic alliances. | Seven orders originating from new strategic alliances. | l | 1.67% out of 1.67% |
| Position Weir as a mining technology  solutions partner. | Development and implementation of corporate brand  marketing strategy. | Refreshed brand marketing strategy deployed internally  across group and divisions. Work underway to establish  baseline measures and KPIs that will demonstrate  effectiveness of embedding of the new brand and  positioning across the business. | l | 1.67% out of 1.67% |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 134 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration report

### continued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Rating key for strategic measures: | l | Outcome achieved meets or exceeds on-target. | l | Outcome achieved is between threshold and on-target. | l | Outcome achieved is below threshold. |

![page133_PNG_background.png]()

Strategic measures continued (audited)

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Priority for 2024 | Outcome required for on-target bonus achievement | Result | Rating | Bonus contribution |
| Technology | | | | |
| Revenue from new products. | Minerals: £75m of revenue. | Minerals: £115m of revenue. | l | 0.83% out of 0.83% |
| ESCO: US$22m of revenue. | ESCO: US$26.4m of revenue. | l | 0.83% out of 0.83% |
| Digitise our current business model. | Minerals: 75 NEXT connected sites/new installs. | Minerals: 102 NEXT connected sites/new installs. | l | 0.83% out of 0.83% |
| ESCO: 75 Motion MetricsTM connected sites/new installs. | ESCO: 70 Motion Metrics TM connected sites/new installs. | l | 0.39%  out of 0.83% |
| Enterprise Technology Roadmap  (ETR) execution process. | Baseline our ETR technology portfolio against the Weir  Technology Readiness Levels (WTRL) and track our  success in improving their readiness. | The average WTRL across all 24 ETR technologies for the  full year was 5.2 versus a 2024 starting point of 4.45. | l | 1.67% out of 1.67% |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Priority for 2024 | Outcome required for on-target bonus achievement | Result | Rating | Bonus contribution |
| Performance | | | | |
| Lean processes. | Minerals: Improve our process management scores  against the Weir Integrated Network Systems (WINS)  maturity levels. By year end, ten sites moved from  ‘Readiness’ to ‘Foundational’ and eight sites from  ‘Foundational’ to ‘Emerging’. | Minerals: Achieved target. | l | 0.50% out of 0.83% |
| ESCO: achieve 36.6 labour hours/ton for North America  foundry optimisation. | ESCO: achieved 36.2 labour hours/ton for North America  foundry operations. | l | 0.72% out of 0.83% |
| Capacity optimisation. | Minerals: run rate savings of £9m. | Minerals: run rate savings of £14.6m. | l | 0.83% out of 0.83% |
| ESCO: Transfer moulding line to Xuzhou 2 by 31 July 2024. | ESCO: Achieved target. | l | 0.83%  out of 0.83% |
| Functional transformation. | 100% of approved value case savings achieved. | 100% of approved value case savings achieved. | l | 0.83%  out of 0.83% |
| Delivery of key Target Enterprise Architecture (TEA)  projects enabling Weir Business Services. | Key TEA projects delivered. | l | 0.83%  out of 0.83% |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | Total bonus for strategic measures  (rounded sum of the individual bonus contributions in the table above) | 18.6% out of 20% maximum |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 135 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration report

### continued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Rating key for ESG measures: | l | Outcome achieved meets or exceeds on-target. | l | Outcome achieved is between threshold and on-target. | l | Outcome achieved is below threshold. |

ESG measures (audited)

The next two pages provide the detailed results for the 2024 ESG measures. The per cent bonus contribution for each measure is determined by the result relative to threshold, target and

maximum performance metrics, with the per cent bonus for a result between these points calculated on a straight-line basis.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Priority for 2024 | Outcome required for on-target bonus achievement | Result | Rating | Bonus contribution |
| People | | | | |
| Safety Total Incident Rate (TIR). | Improve our TIR to 0.385. | TIR outcome of 0.42. | l | 0%  out of 1.67% |
| Improve our gender diversity. | Increase % of females in job bands 3–5 by 2.5%. | % of females in job bands 3–5 increased by 2.5%. | l | 0.50% out of 0.83% |
| Increase % of females in job bands 1–2 by 1.25%. | No change in % of females in job bands 1–2. | l | 0% out of 0.83% |
| Health and wellbeing. | Maintain our Tier 2 ranking and improve on our 2023  CCLA corporate mental health benchmark score. | Tier 2 ranking maintained and CCLA benchmark score  improved. Recognised by CCLA for making the biggest  overall improvement in managing workplace mental  health over the past two years. | l | 1.67%  out of 1.67% |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Priority for 2024 | Outcome required for on-target bonus achievement | Result | Rating | Bonus contribution |
| Customer | | | | |
| Customer Avoided Emissions. | Expand Avoided Emissions products/range. | GEHO joined HPGR in our AE range. Overall delivered  443kT of avoided CO2e. | l | 1.67% out of 1.67% |
| Customer water optimisation. | Develop KPI(s) to report water optimisation outcome  and measure baseline. | Development of mining archetypes to categorise  customer water use has delivered value beyond a  single KPI and will inform tailing flowsheet design work  and customer priorities. | l | 1.67% out of 1.67% |
| Customer waste impact. | Develop KPI(s) to report waste impact outcome and  measure baseline. | Development of mining archetypes to categorise  customer waste outcomes has delivered value beyond  a single KPI and will inform tailing flowsheet design work  and customer priorities. | l | 1.67%  out of 1.67% |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 136 |
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## Directors’ remuneration report

### continued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Rating key for ESG measures: | l | Outcome achieved meets or exceeds on-target. | l | Outcome achieved is between threshold and on-target. | l | Outcome achieved is below threshold. |

![page133_PNG_background.png]()

ESG measures continued (audited)

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Priority for 2024 | Outcome required for on-target bonus achievement | Result | Rating | Bonus contribution |
| Technology | | | | |
| Progress priority R&D projects. | Move less rock – ESCO: Develop proof of concept  (POC) customer facing dashboard within Motion  MetricsTM Pro integrating ore monitoring capabilities. | ESCO: POC delivered. | l | 1.25% out of 1.25% |
| Use less energy – Minerals: Build in-house air classifier  systems sizing and flowsheet modelling capability. | Minerals: Coarse particle floatation (CPF) demonstrated  for iron and lead/zinc. | l | 0.63% out of 0.63% |
| Use less energy – ESCO: Evaluate effectiveness of Rope  Shovel Payload monitoring system against  weighbridge key performance indicators (KPIs). | ESCO: Completed truck scale evaluation study. | l | 0.38% out of 0.63% |
| Use water wisely – Minerals: Innovative cyclone mill  circuit test work completed at customer site. | Minerals: Commercial scale cluster design agreed with  customer for cyclone-based reduced water intensity. | l | 1.25% out of 1.25% |
| Create less waste – Minerals: Performance of cyclones  for tailings dewatering fully quantified and practical  flowsheets developed. | Minerals: First trials on customer site successfully  completed. | l | 0.63% out of 0.63% |
| Create less waste – complete proprietary material  composition for additive repair. | First product successfully shipped to customer. | l | 0.63%  out of 0.63% |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Priority for 2024 | Outcome required for on-target bonus achievement | Result | Rating | Bonus contribution |
| Performance | | | | |
| Reduce scope 1 and 2 CO2e vs 2019  base aligned with SBTi. | 24% absolute CO2e reduction achieved. | 27% absolute CO2e reduction achieved and verified. | l | 1.67% out of 1.67% |
| ESG data assurance roadmap. | Resource and execute initial set-up in Finance function  and Audit Committee to assure ESG data. | Assurance roadmap reviewed with Audit Committee  and 2024 assurance process underway. | l | 1.67% out of 1.67% |
| Further integrate climate risk and  opportunity in strategic planning. | Assess physical climate exposure for strategic  customers. | Activity to identify customer physical risk parameters  well progressed. | l | 1.67%  out of 1.67% |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | Total bonus for ESG measures1  (rounded sum of the individual bonus contributions in the table above, and incorporating  the downward adjustment detailed in Note 1 below). | 14.0% out of 20% maximum |

1. Weir tragically lost a colleague in a work-related accident in April 2024. Irrespective of cause, Weir takes such matters very seriously in all respects, and as such the Remuneration Committee has determined that a discretionary downward adjustment to the

formulaic ESG measures bonus outcome is appropriate. After careful consideration, the Committee has decided to apply a downward adjustment of 3% of maximum opportunity to the formulaic ESG measures outcome. The ESG measures bonus has,

therefore, been reduced from the formulaic 2024 outcome of 17.0% to 14.0%.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 137 |
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## Directors’ remuneration report

### continued

Share scheme interests awarded during 2024 (audited)

The following table sets out awards granted to the Executive Directors in the year ended 31 December 2024.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Share award | Award basis | Grant date | Face value of award | Number of shares granted |
| Jon Stanton | Restricted Share (Conditional)1 | 125% salary | 11 April 2024 | £1,036,250 | 50,516 |
| Bonus (Deferred)2 | 30% bonus | 11 April 2024 | £306,756 | 14,954 |
| Brian Puffer | Restricted Share (Conditional)1 | 100% salary | 11 April 2024 | £500,000 | 24,374 |

Notes

1. There are no performance conditions associated with the restricted share awards. Awards will vest at the end of a three-year period and an additional two-year holding period will also apply, such that vested shares are released five years from grant. The

face value of the restricted share award is based on the average of the closing price for the three days prior to the date of grant, being £20.5133.

2. There are no performance conditions associated with the deferred bonus share awards. Awards will vest at the end of a three-year deferral period. The face value of the deferred bonus share award is based on the average of the closing price for the three

days prior to the date of grant, being £20.5133.

As there are no performance conditions attached to the 2024 restricted share awards there can be no threshold or maximum outcomes. Vesting is subject to continued employment and

assessment of the underpin at the date of vesting in April 2027. Prior to vesting, if any of the thresholds set out below have not been met, it would trigger the Committee to consider whether a

discretionary reduction was required.

|  |  |
| --- | --- |
|  |  |
| Balance sheet health | Breaching covenants. No breach of debt covenant or renegotiation of covenant terms outside a normal refinancing cycle. |
| Investor returns | Return on Capital Employed (ROCE). Maintain average ROCE over the vesting period above the average Weighted Average Cost of Capital for that period. |
| Environmental, Social and  Governance (ESG) | Sustainability roadmap progress. Awarded a B listing or better by CDP through the vesting period in recognition of climate change contribution. |
| Corporate governance | Major governance failure. No material failure in governance or an illegal act resulting in significant reputational damage and/or material financial loss to the Group. |

Chief Financial Officer change

Buy-out awards

Brian Puffer joined Weir and was appointed to the Board of Directors as Chief Financial Officer and Executive Director on 1 March 2024. As noted on page 126 of the 2023 Annual Report, the

Remuneration Committee agreed to grant Brian restricted share awards to compensate him for awards forfeited due to leaving his previous employer. These awards were to be made on a

like-for-like basis to reflect as closely as possible the nature, timing and value of the equity awards being forfeited from his previous employer. Accordingly, Brian was granted six separate

restricted share awards in April 2024, each of them corresponding in value to individual grants from his previous employer, with the structure of the awards and vesting dates aligned as closely

as possible with the forfeited awards. The awards have been made in Weir Group PLC restricted shares under the Weir Share Reward Plan. The awards made to Brian are as follows:

– Two restricted share awards without performance conditions, granted on 11 April 2024, amounting to a total of 37,118 Weir shares and an award value of £680,373, representing a like-for-like

replacement of two restricted shares awards forfeited from the previous employer, which had no performance conditions. These awards vest on 28 February 2025 and 27 February 2026. The

value of these awards has been included in the single figure based on the value at the date of grant.

– Two restricted share awards with performance conditions, granted on 11 April 2024, amounting to a total of 45,368 Weir shares and an award value of £831,595, representing a like-for-like

replacement of two share awards forfeited from the previous employer which had performance conditions. The performance conditions on the replacement Weir awards are aligned to the

vesting performance conditions of the two forfeited share awards from his previous employer. The number of Weir shares granted represents the maximum possible outcome and the actual

number of shares that vest will reflect to what extent the performance conditions are satisfied under the former employer’s awards. These awards vest on 31 March 2025 and 31 March 2026

subject to the achievement of the performance conditions. The value of these awards will be included in the single figure at the time of vesting.

– A restricted share award, without performance conditions, granted on 11 April 2024, amounting to a total of 40,747 Weir shares and an award value £746,893, representing a like-for-like

replacement for the gain in respect of market value options forfeited from the previous employer, which had no performance conditions. This award vests on 31 March 2025. The value of these

awards has been included in the single figure based on the value at the date of grant.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 138 |
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## Directors’ remuneration report

### continued

– A restricted share award, without performance conditions, granted on 11 April 2024, amounting to 2,127 Weir shares and an award value of £38,988, to compensate for deferred bonus shares

that would have been awarded by the former employer in 2024 in relation to 2023 performance and which would have had no performance conditions. This award vests on 31 March 2027. The

value of this award has been included in the single figure based on the value at the date of grant

The total award value of the Weir buy-out grants on 11 April 2024 was £2,297,849. If the former employer’s performance share plan awards, which have been replaced at maximum potential

outcome ultimately vest at a lower level, then this value would be reduced. For example, if these awards vest at an on-target level, the buy-out award value of the grants on 11 April would be

calculated as £1,882,052. The difference in the buy-out grant values awarded relative to the estimated figures disclosed in the 2023 Directors' Remuneration report is due to changes in the share

price of the CFO's former employer, and the value of the award required to compensate for deferred bonus shares that would have been awarded by the former employer in 2024 in relation to

2023 being less than initially projected.

Buy-out share scheme interests awarded during 2024 (audited)

The following table sets out the buy-out awards granted to the new Chief Financial Officer on 11 April 2024. Those awards which do not include a performance condition totalling £1,466,253 are

included in the 2024 single total figure of remuneration for Executive Directors on page 132.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Buy-out award | Grant date | Vesting date | Vesting performance conditions | Buy-out value of  award5 | No of shares granted |
| Restricted Share (Conditional)1 | 11 April 2024 | 28 February 2025 | None | £374,684 | 20,441 |
| Restricted Share (Conditional)1 | 11 April 2024 | 31 March 2025 | Subject to vesting performance of forfeited award from former employer3 | £457,975 | 24,985 |
| Restricted Share (Conditional)2 | 11 April 2024 | 31 March 2025 | None | £746,893 | 40,747 |
| Restricted Share (Conditional)1 | 11 April 2024 | 27 February 2026 | None | £305,689 | 16,677 |
| Restricted Share (Conditional)1 | 11 April 2024 | 31 March 2026 | Subject to vesting performance of forfeited award from former employer4 | £373,620 | 20,383 |
| Restricted Share (Conditional)1 | 11 April 2024 | 31 March 2027 | None | £38,988 | 2,127 |
| TOTAL |  |  |  | £2,297,849 | 125,360 |

Notes

1. The valuation of the share awards forfeited from the CFO’s former employer uses a BP PLC share price of £4.6070, which was the closing price on 29 February 2024 (the last date before his appointment on 1 March 2024). The number of Weir restricted

shares awarded was determined using a share price of £18.33, which was the closing price on 29 February 2024.

2. The valuation of the market value options forfeited from the CFO’s former employer uses a BP PLC share price of £4.6438, which was the average closing price in the 90-day trading period to 29 February 2024 less the exercise price for these awards. The

number of Weir restricted shares awarded was determined using a share price of £18.33, which was the closing price on 29 February 2024.

3. Vesting performance will be determined by the outcome of the BP PLC 2022–2024 performance shares, as disclosed in the BP PLC Annual Report 2024.

4. Vesting performance will be determined by the outcome of the BP PLC 2023–2025 performance shares, as disclosed in the BP PLC Annual Report 2025.

5. Individual value of each award rounded to nearest £1.

The Remuneration Committee is satisfied that the structure of the buy-out awards is consistent with our Remuneration Policy. Vesting of all of the buy-out awards is conditional on remaining in

employment at the vesting dates, not being under notice of termination of employment and satisfactory individual performance and conduct during the vesting period. Awards have been

granted subject to the terms of the Weir Share Reward Plan including malus and clawback.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 139 |
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## Directors’ remuneration report

### continued

Single total figure of remuneration for Chair and Non-Executive Directors (audited)

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Basic Fee (£) | | Senior Independent Director/  Employee Engagement Non-  Executive Director/Committee  Chair Fee (£) | | Taxable Benefits9(£) | | Total Fees (£) | |
|  | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| Barbara Jeremiah | 360,500 | 346,750 | – | – | 15,864 | 24,138 | 376,364 | 370,888 |
| Andy Agg1 | 61,325 | – | 7,917 | – | 8,655 | – | 77,897 | – |
| Nick Anderson2 | 46,170 | – | – | – | 4,722 | – | 50,892 | – |
| Dame Nicola Brewer3 | 72,200 | 69,425 | 16,326 | 12,270 | 5,445 | 1,888 | 93,971 | 83,583 |
| Penny Freer | 72,200 | 13,641 | 18,825 | – | 5,949 | 2,982 | 96,974 | 16,623 |
| Tracey Kerr4 | 72,200 | 69,425 | 19,599 | – | 3,696 | 2,978 | 95,495 | 72,403 |
| Ben Magara5 | 72,200 | 69,425 | 12,959 | – | 21,604 | 2,578 | 106,763 | 72,003 |
| Sir Jim McDonald6 | 22,852 | 69,425 | 4,793 | 14,550 | 300 | 3,270 | 27,945 | 87,245 |
| Srinivasan Venkatakrishnan7 | 17,525 | 69,425 | – | – | – | 1,688 | 17,525 | 71,113 |
| Stephen Young8 | 41,825 | 69,425 | 10,908 | 18,125 | 2,456 | 5,431 | 55,189 | 92,981 |

Notes

1.Andy Agg was appointed to the Board on 27 February 2024 and succeeded Stephen Young as Chair of the Audit Committee with effect from 31 July 2024.

2.Nick Anderson was appointed to the Board on 15 May 2024.

3.Dame Nicola Brewer succeeded Sir Jim McDonald as Senior Independent Director following the AGM on 25 April 2024 having previously been Employee Engagement Director.

4.Tracey Kerr was appointed as Chair of the newly established Sustainability and Technology Committee on 19 December 2023 and her Committee Chair fees paid in 2024 include a back-dated payment for the period 19 December 2023 to 31 December 2023.

5.Ben Magara succeeded Dame Nicola Brewer as Employee Engagement Director following the AGM on 25 April 2024.

6.Sir Jim McDonald stepped down from the Board following the AGM on 25 April 2024.

7.Srinivasan Venkatakrishnan stepped down from the Board with effect from 31 March 2024.

8.Stephen Young stepped down from the Board with effect from 31 July 2024.

9.Taxable benefits includes travel and accommodation to attend Board meetings. The amounts in the table include the grossed-up cost of the UK tax to be paid by the Company on behalf of the Directors.

Payments for loss of office (audited)

There were no payments made to Directors for loss of office.

Payments to past directors (audited)

No payments were made to past Directors.

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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 140 |
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## Directors’ remuneration report

### continued

Statement of Directors’ shareholdings and share interests (audited)

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | As at 31 December 2024 | | | | | | | |
|  | Shares  owned  outright | Scheme Interests | | | |  |  |  |
|  |  | Unvested restricted  share awards with  underpin and no  performance  conditions | Unvested  recruitment buy-  out restricted share  awards with no  performance  conditions1 | Unvested  recruitment buy-  out restricted share  awards with  performance  conditions2 | Unvested deferred  bonus share  awards with no  performance  conditions | Shares  owned  outright (% of  salary)3 | Shares  owned  outright plus  scheme  interests  (% of salary) 4 | Shareholding  requirement  (% of salary) |
| Jon Stanton | 219,925 | 212,815 | – | – | 40,215 | 579% | 933% | 400% |
| Brian Puffer | – | 24,374 | 79,992 | 45,368 | – | – | 242% | 300% |
| Barbara Jeremiah | 9,750 | – | – | – | – | – | – | – |
| Andy Agg | – | – | – | – | – | – | – | – |
| Nick Anderson | 3,100 | – | – | – | – | – | – | – |
| Dame Nicola Brewer | 500 | – | – | – | – | – | – | – |
| Penny Freer | – | – | – | – | – | – | – | – |
| Tracey Kerr | – | – | – | – | – | – | – | – |
| Ben Magara | – | – | – | – | – | – | – | – |
| Sir Jim McDonald5 | 500 | – | – | – | – | – | – | – |
| Srinivasan Venkatakrishnan6 | 500 | – | – | – | – | – | – | – |
| Stephen Young7 | 7,904 | – | – | – | – | – | – | – |

Notes

1. Buy-out restricted share awards granted to Brian Puffer, which are not subject to performance conditions, as detailed on pages 137 to 138.

2. Buy-out restricted share awards granted to Brian Puffer, which are subject to performance conditions, as detailed on pages 137 to138.

3. The share price of £21.84 on 31 December 2024 has been used to calculate the value of shares owned outright as a percentage of salary.

4. The share price of £21.84 on 31 December 2024 has been used to calculate the value of shares owned outright and scheme interests as a percentage of salary. The value of scheme interests is included in the percentage assessment against the

shareholding requirement where there are no performance conditions attached to the unvested awards. Accordingly, the 45,368 awarded to Brian Puffer, which are subject to performance conditions (see note 2 above and further detail on

pages 137 to138) are excluded from the calculation. The value of unvested scheme interests included in the calculation are on an estimated net-of-tax basis.

5. Reflects the shares owned outright position when Sir Jim McDonald stepped down from the Board following the AGM on 25 April 2024.

6. Reflects the shares owned outright position when Srinivasan Venkatakrishnan stepped down from the Board with effect from 31 March 2024.

7. Reflects the shares owned outright position when Stephen Young stepped down from the Board with effect from 31 July 2024.

There have been no changes in the interests of each Director between 31 December 2024 and the date of this report.

External appointments

During the year, Jon Stanton was a Non-Executive Director of Imperial Brands PLC. He received £127,854 in fees. Brian Puffer had no external appointments.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 141 |
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## Directors’ remuneration report

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CEO pay ratio

The table below shows our CEO pay ratio at 25th, median and

75th percentile of our UK employees as at 31 December

2024. The 25th, median and 75th percentile employees were

determined by calculating total pay for the 2024 financial

year using payroll data from 1 January 2024 to 31 December

2024. The increase in the pay ratio from 2023 to 2024 is

primarily due to i) a higher total percentage value of tranches

from prior-year restricted share awards vesting in 2024 in

comparison to 2023; and ii) the share price growth between

April 2023 and April 2024, which is used to determine the

value of the restricted shares that vested on these dates. The

ratios for 2020 to 2024 have been determined using Option A

of the regulations given Option A is the most robust

approach and preferred by shareholders. We are satisfied

that the median pay ratio is consistent with the pay, reward

and progression policies for our UK employees.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Financial year | Calculation  method | 25th  percentile  pay ratio | Median  pay ratio | 75th  percentile  pay ratio |
| 2024 | Option A | 80:1 | 61:1 | 39:1 |
| 2023 | Option A | 69:1 | 57:1 | 39:1 |
| 2022 | Option A | 67:1 | 53:1 | 39:1 |
| 2021 | Option A | 53:1 | 42:1 | 30:1 |
| 2020 | Option A | 27:1 | 22:1 | 17:1 |
| 2019 | Option A | 56:1 | 44:1 | 34:1 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Jon Stanton | 25th  percentile | Median | 75th  percentile |
| Total pay | £3,310,149 | £41,601 | £54,502 | £84,513 |
| Base salary | £821,000 | £28,602 | £49,600 | £73,573 |

Notes

Total pay for the percentile employees includes the following pay elements: base

salary, annual bonus, restricted shares, ShareBuilder, annual leave adjustment, shift

premium and allowance, sick pay, overtime pay, first aid allowance, living

allowances, employer pension contribution and the provision of private medical

and life assurance. We have uprated pay for part-time employees and new

joiners accordingly to calculate full-time equivalent total pay. For employees other

than the CEO, annual bonuses considered for the purposes of the calculation are

those which are paid in the financial year, as wider workforce bonuses related to

2024 performance remain to be determined at the time of the calculation. We

offer competitive and fair rates of pay across the organisation, and employees are

eligible to participate in our global all-employee share plan, Weir ShareBuilder.

Gender pay

For 2024, our mean gender pay gap has remained broadly

consistent as being in favour of females when compared to

2023, changing from -7% to -11%. Our median gender pay

gap in favour of females has changed from -18% to -30%.

While our outcomes show we are generally well positioned

on gender pay, we recognise that this is largely due to the

high number of males who are working in lower paid

production and field roles.

We continue to take action and set targets to appoint more

females across our workforce, albeit noting that our female

gender pay percentages can be influenced significantly by

only small changes in the female workforce. Nevertheless,

good progress has been made in the number of females in

the higher pay quartiles, with an increase from 30% in 2023 to

38% in 2024 of females in the upper pay quartile and an

increase from 21% in 2023 to 29% in 2024 of females in the

upper middle pay quartile.

The median gender bonus gap for 2024 is -24% in favour of

females due to female bonus participants generally being in

corporate roles rather than production and field roles.

Correspondingly, a higher proportion of females receive a

bonus relative to males.

A copy of the full Gender Pay report can be found on our

website [global.weir/investors/gender-pay/](global.weir/investors/gender-pay)

The requirements and our outcomes

The UK Government’s Gender Pay Gap Regulation requires

legal entities with 250 or more employees to publish details

of their gender pay and bonus gap. In Weir, there is one

employing entity required to publish this data, but we have

taken the opportunity to publish the consolidated data for

our UK employees as this is more representative of our UK

organisation.

Gender pay and equal pay

The gender pay gap is different from equal pay, which relates

to men and women being paid the same for similar roles or

work of equal value. Our pay policies are designed to ensure

equal pay for equal jobs and we have processes in place to

ensure pay levels are reviewed consistently.

Mean and median pay and bonus gap

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Mean | Median |
| Gender pay gap | -11% | -30% |
| Gender bonus gap | 20% | -24% |

Proportion of males and females receiving a bonus

|  |  |
| --- | --- |
|  |  |
| Male | 38% |
| Female | 63% |

Proportion of males and females in each pay

quartile band

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Male | Female |
| Upper | 62% | 38% |
| Upper middle | 71% | 29% |
| Lower middle | 81% | 19% |
| Lower | 80% | 20% |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 142 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration report

### continued

The graph on the right shows Weir’s TSR

![]()

![page141_PNG_background.png]()

performance against the performance of

the FTSE 350 over the ten-year period to

31 December 2024. The FTSE 350 was chosen

because it is a broad equity index of which

Weir is a constituent.

The further graph below shows Weir’s TSR

performance against the performance of

the FTSE 350 over the five-year period to

31 December 2024, providing a view of relative

performance which, is more closely aligned to

the tenure of the current Executive team.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 143 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration report

### continued

Change in Chief Executive’s remuneration over ten years

The table below shows the total remuneration over the period 1 January 2015 to 31 December 2024, as well as outcomes under the annual bonus and long-term incentive plans.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Single total figure £000 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
| Jon Stanton | – | 2811 | 1,441 | 2,400 | 1,434 | 897 | 1,768 | 2,512 | 2,774 | 3,310 |
| Keith Cochrane | 1,065 | 1,0122 | – | – | – | – | – | – | – | – |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Annual bonus  (% of maximum) | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
| Jon Stanton | – | 38% | 70% | 62% | 38% | 0%3 | 52% | 83% | 86% | 86% |
| Keith Cochrane | 20% | 40% | – | – | – | – | – | – | – | – |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Long-term incentive  (% of maximum)4 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 20215 | 20226 | 20236 | 20247 |
| Jon Stanton | – | – | – | 75% | 45% | 100% | 93% | 92% | 92% | 96% |
| Keith Cochrane | – | – | – | – | – | – | – | – | – | – |

Notes

1. Relates to the period Jon Stanton was CEO from 1 October 2016.

2. Relates to the period Keith Cochrane was on the Board to 30 September 2016.

3. The formulaic annual bonus outcome for 2020 was 46%, however, this was waived by the Executive Directors.

4. The final award under the Long-Term Incentive Plan was made in 2017 and which vested at 45% of maximum in 2019 as shown above. From 2018, restricted shares were awarded to the CEO, which have no performance conditions. Vesting of the restricted

shares commenced from 2020 onwards and will ordinarily be at 100% of the shares initially granted, subject to an underpin consisting of a basket of threshold metrics being met.

5. The value of 93% in 2021 incorporates the respective 10% and 5% downwards adjustment to the tranches of the 2018 and 2019 restricted share awards vesting in 2021 to reflect the technical breach of the dividend underpin, as previously communicated to

shareholders.

6. The value of 92% in each of 2022 and 2023 incorporates the 'windfall gains' related downwards adjustment of 15% to the first and second tranches of the 2020 restricted share award vesting in these years, as previously communicated to shareholders..

7. The value of 96% in 2024 incorporates the 'windfall gains' related downwards adjustment of 10% to the third tranche of the 2020 restricted share award vesting in 2024, as previously communicated to shareholders.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 144 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration report

### continued

Percentage change in remuneration of Board Directors and wider employee population

The table below shows the percentage change in elements of remuneration for the Board Directors. The employee population comprises those employed by The Weir Group PLC.

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | % Change 2023–2024 | | | % Change 2022–2023 | | | % Change 2021–2022 | | | % Change 2020–2021 | | | % Change 2019–2020 | | |
|  | Salary/  Fees8 | Taxable  Benefits8 | Bonus8 | Salary/  Fees8 | Taxable  Benefits8 | Bonus8 | Salary/  Fees8 | Taxable  Benefits8 | Bonus8 | Salary/  Fees8 | Taxable  Benefits8 | Bonus8 | Salary/  Fees8 | Taxable  Benefits8 | Bonus8 |
| Average UK Employee | (1.5%) | 37.2% | 0.1% | (0.3%) | 52.6% | 26.8% | 9.1% | (34.2%) | 69.3% | 0.2% | 26.6% | 73.6% | (3.3%) | (36.6%) | (65.4%) |
| Jon Stanton (CEO) | 4.5% | 12.6% | 4.1% | 6.0% | 10.7% | 8.6% | 5.4% | 7.0% | 71.4% | 2.3% | 0.5% | n/a | 0.7% | 28.3% | (100.0%) |
| Brian Puffer (CFO)1 | n/a | n/a | n/a | n/a | n/a | –% | n/a | n/a | –% | n/a | n/a | –% | n/a | n/a | –% |
| Barbara Jeremiah | 4.0% | (34.3%) | –% | 37.0% | 51.9% | –% | 225.3% | 18813.1% | –% | 2.3% | (87.8%) | –% | 21.8% | n/a | –% |
| Andy Agg2 | n/a | n/a | –% | n/a | n/a | –% | n/a | n/a | –% | n/a | n/a | –% | n/a | n/a | –% |
| Nick Anderson3 | n/a | n/a | –% | n/a | n/a | –% | n/a | n/a | –% | n/a | n/a | –% | n/a | n/a | –% |
| Dame Nicola Brewer4 | 8.4% | 188.3% | –% | 173.2% | (50.6%) | –% | n/a | n/a | –% | n/a | n/a | –% | n/a | n/a | –% |
| Penny Freer | 567.3% | 99.5% | –% | n/a | n/a | –% | n/a | n/a | –% | n/a | n/a | –% | n/a | n/a | –% |
| Tracey Kerr | 32.2% | 24.0% | –% | 132.2% | (45.2%) | –% | n/a | n/a | –% | n/a | n/a | –% | n/a | n/a | –% |
| Ben Magara | 22.7% | 738.0% | –% | 4.0% | (28.9%) | –% | 9.0% | n/a | –% | n/a | n/a | –% | n/a | n/a | –% |
| Sir Jim McDonald5 | (67.1%) | (90.8%) | –% | 10.1% | 398.5% | –% | 18.6% | n/a | –% | 2.3% | n/a | –% | 0.7% | n/a | –% |
| Srinivasan  Venkatakrishnan6 | (74.8%) | (100.0%) | –% | 4.0% | (37.0%) | –% | 9.0% | n/a | –% | n/a | n/a | –% | n/a | n/a | –% |
| Stephen Young7 | (39.8%) | (54.8%) | –% | 4.0% | (9.3%) | –% | 3.8% | n/a | –% | 2.3% | (100.0%) | –% | 0.7% | n/a | –% |

Notes

1. Brian Puffer joined as CFO and was appointed to the Board from 1 March 2024.

2. Andy Agg was appointed to the Board on 27 February 2024 and succeeded Stephen Young as Chair of the Audit Committee with effect from 31 July 2024.

3. Nick Anderson was appointed to the Board on 15 May 2024.

4. Dame Nicola Brewer succeeded Sir Jim McDonald as Senior Independent Director following the AGM on 25 April 2024 having previously been Employee Engagement Director.

5. Sir Jim McDonald stepped down from the Board following the AGM on 25 April 2024.

6. Srinivasan Venkatakrishnan stepped down from the Board with effect from 31 March 2024.

7. Stephen Young stepped down from the Board with effect from 31 July 2024.

8. The n/a values shown reflect that a percentage change cannot be calculated given the nil value in the previous year. The Single Total Figure of Remuneration for Executive Directors on page 132 and the Single Total Figure of Remuneration for Chair and

Non-Executive Directors on page 139 provide further detail.

Relative importance of spend on pay

The table below shows the change in total staff pay for continuing operations between 2024 and 2023, and dividends paid out in respect of 2024 and 2023.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Financial year | 2024  £m | 2023  £m | Percentage  Change |
| Overall spend on pay for employees | 622.8 | 632.9 | (1.6)% |
| Profit distributed by way of dividend | 99.8 | 95.9 | 4.1% |

Details of the overall spend on pay for employees can be found in note 5 to the Group Financial Statements on page 182. Details of the dividends declared and paid are contained in note 11 to

the Group Financial Statements on page 188.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 145 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration report

### continued

Complying with UK Corporate Governance Code 2018

The following table summarises how our Remuneration Policy set out on pages 122 to 131 fulfils the factors set out in provision 40 of the UK Corporate Governance Code 2018.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Clarity | Remuneration arrangements should be  transparent and promote effective  engagement with shareholders and the  workforce. | The Committee is committed to providing open and transparent disclosures to shareholders and the workforce with  regards to executive remuneration arrangements.  The 2024 Directors’ Remuneration report sets out the remuneration arrangements for the Executive Directors in a  clear and transparent way.  There is also an AGM where shareholders can ask any questions on the remuneration arrangements. |
|  |  |  |
| Simplicity | Remuneration structures should avoid  complexity and their rationale and operation  should be easy to understand. | Our remuneration arrangements for Executive Directors, as well as those throughout the organisation, are simple in  nature and understood by all participants.  The structure for Executive Directors consists of fixed pay (salary, benefits, pension), annual bonus scheme and a  restricted share plan. |
|  |  |  |
| Risk | Remuneration arrangements should ensure  reputational and other risks from excessive  rewards, and behavioural risks that can arise  from target-based plans, are identified and  mitigated. | The Committee considers that the structure of incentive arrangements does not encourage inappropriate risk taking.  Under the annual bonus, discretion may be applied where formulaic outcomes are not considered reflective of  underlying Company performance. There are robust underpins in place for restricted share awards.  Malus and clawback provisions also apply to variable incentives. |
|  |  |  |
| Predictability | The range of possible values of rewards to  individual Directors and any other limits or  discretions should be identified and  explained at the time of approving the policy. | The annual bonus scheme is the only scheme currently in operation for Executive Directors where there is variability in  payouts depending on the performance of the Company. The restricted share awards are subject to share price  movements and, therefore, aligned with the shareholder experience.  The potential value and composition of the Executive Directors’ remuneration packages at below threshold,  mid-point, maximum and maximum including a 50% share price increase scenarios are provided in the Directors’  Remuneration Policy. |
|  |  |  |
| Proportionality | The link between individual awards, the  delivery of strategy and the long-term  performance of the Company should be  clear. Outcomes should not reward poor  performance. | Payments from annual bonus require robust performance against challenging conditions. Performance conditions  have been designed to link with Group strategy and consist of financial and non-financial metrics.  The Committee has discretion to override formulaic outturns to ensure that they are appropriate and reflective of  overall performance. |
|  |  |  |
| Alignment to culture | Incentive schemes should drive behaviours  consistent with Company purpose, values  and strategy. | We granted free shares under Weir ShareBuilder to all employees newly-attaining 12 months' service by the 2024  award date. ShareBuilder is our global all employee share plan, and is part of our ambition of making all Weir  colleagues shareholders.  The variable incentive schemes, performance measures and underpins are designed to be consistent with the  Company’s purpose, values and strategy. |
|  |  |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 146 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration report

### continued

The Remuneration Committee in 2024

There were five Committee meetings during 2024.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Role | Name | Title |
| Chair and members | Penny Freer  Nick Anderson1  Dame Nicola Brewer  Ben Magara  Stephen Young2 | Independent Non-Executive  Directors |
| Internal attendees | Barbara Jeremiah  Jon Stanton  Rosemary McGinness  Craig Gibson  Caroline Hagg3  Elise Coleman-Bragg4  Graham Vanhegan | Chair  Chief Executive Officer  Chief People Officer  Group Head of Reward  Corporate Lawyer  Corporate Lawyer  Chief Legal Officer and  Company Secretary and  Secretary to the Committee |
| Committee’s external adviser | Deloitte LLP | Adviser to Committee |

Notes

1. Nick Anderson was appointed to the Board and as a member of the Remuneration Committee on 15 May 2024.

2. Stephen Young stepped down from the Board and as a member of the Remuneration Committee with effect from 31 July 2024.

3. Until April 2024.

4. From April 2024.

Internal advisers provided important information to the Committee and attended meetings. None of the individuals were involved in any decisions relating to their own remuneration.

Deloitte LLP was appointed by the Committee in 2016 following a competitive tender process, and provided services to the Committee for the year ended 31 December 2024. Fees paid to

Deloitte LLP for work that materially assisted the Committee were £147,100 charged on a time and material basis. Deloitte LLP also provided other services to the Weir Group in the year, principally

tax advisory and compliance services. Deloitte is a signatory to the Remuneration Consultants’ Group Voluntary Code of Conduct and the Committee is satisfied that Deloitte’s advice was

objective and independent. The Committee is comfortable that the Deloitte engagement partner and team that provides advice to the Committee do not have connections with the Company

or its Directors that may impair their independence.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 147 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ remuneration report

### continued

Committee’s performance

The Committee’s Terms of Reference are reviewed on an annual basis and were last updated in January 2025. A copy can be found on our website: [global.weir/siteassets/pdfs/investors/board-](https://www.global.weir/siteassets/pdfs/investors/board-committees/2025/weir-group-remuneration-committee-terms-of-reference-2025.pdf. )

[committees/2025/weir-group-remuneration-committee-terms-of-reference-2025.pdf.](https://www.global.weir/siteassets/pdfs/investors/board-committees/2025/weir-group-remuneration-committee-terms-of-reference-2025.pdf. )

The Committee was evaluated as part of the 2024 Board Effectiveness Review (see page 89), and it was concluded that the Committee was fulfilling its Terms of Reference effectively.

Shareholder voting

The table below sets out the voting by shareholders on the resolution to approve the Directors’ Remuneration report at the AGM held in April 2024.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | For | Against | Total  Votes Cast | Withheld |
| Remuneration report | 206,948,262  (98.74%) | 2,649,836  (1.26%) | 209,598,098  (80.74%) | 17,622 |

The table below sets out the voting by shareholders on the resolution to approve the current Directors’ Remuneration Policy at the AGM held in April 2022.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | For | Against | Total  Votes Cast | Withheld |
| Remuneration Policy | 193,938,328  (90.47%) | 20,430,745  (9.53%) | 214,369,073  (82.57%) | 5,321,171 |

Annual General Meeting

This report will be submitted to shareholders for approval at the Annual General Meeting to be held on 24 April 2025.

|  |
| --- |
|  |
| PF-Signature.png |
| Penny Freer  Chair of the Remuneration Committee |
| 27 February 2025 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 148 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Directors’ report

The Directors present their report for the year ended 31

December 2024.

Disclosures set out elsewhere in this Annual Report

The following cross-referenced material, which would

otherwise be required to be disclosed  in this Directors'

Report, is incorporated into the Director's Report.

|  |  |
| --- | --- |
|  |  |
| Subject matter | Page reference |
| Particulars of any important events, if any,  affecting the Company which have occurred  since the end of the financial year | 226 |
| An indication of likely future developments in  the business of the Company | 15 to16 |
| An indication of the activities of the Company  in the field of research and development | 26 to 28 |
| Details of employee policy and involvement | 19, 32 to 33  and 84 to 86 |
| Details of engagement with other  stakeholders | 19 to 20, 83  and 87 |
| Greenhouse gas emissions and energy  consumption | 55 and 56 |
| Principal risks and uncertainties | 59 to 70 |
| Section 172 statement | 20, 82 |
| Corporate Governance Report | 73 to 147 |

Disclosures required under UK Listing Rule 6.6.1

For the purposes of UK Listing Rule 6.6.4, the information to be

disclosed under the UK Listing Rule 6.6.1 is set out in the table

below.

|  |  |
| --- | --- |
|  |  |
| Subject matter | Page reference |
| Shareholder waiver of dividends (LR 6.6.1(11)  and (12)) | 149 |

Paragraphs (1), (2), (3), (4), (5), (6), (7), (8), (9), (10) and (13) of UK Listing Rule 6.6.1

are not applicable.

Company number

The Weir Group PLC is registered in Scotland under company

number SC002934 with its registered address at 10th Floor,

1 West Regent Street, Glasgow, G2 1RW, Scotland.

2025 Annual General Meeting

The Annual General Meeting will be held on 24 April 2025 at

the Head Office, 1 West Regent Street, Glasgow, G2 1RW.

The Notice of Meeting, along with an explanation of the

proposed resolutions, are set out in a separate document

which accompanies this Annual Report and can be

downloaded from the Company’s website. The Company

conducts the vote at the AGM by poll and the result of the

votes, including proxies, is published on the Company’s

website after the meeting.

Dividend

The Directors have recommended a final dividend of 22.1p

per share for the year ended 31 December 2024. Payment of

this dividend is subject to shareholder approval at the Annual

General Meeting to be held on 24 April 2025.

Substantial shareholders

As at 31 December 2024, the following substantial interests in

the Company's ordinary share capital had been notified to

the Company in accordance with Disclosure Guidance and

Transparency Rule 5 (DTR 5). It should be noted that these

holdings may have changed since the Company was

notified. However, notification of any change is not required

until the next notifiable threshold under DTR 5 is crossed.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Shareholder | Number of  voting rights | Percentage of  voting rights |
| BlackRock, Inc | 13,996,785 | 5.01 |
| Massachusetts Financial  Services Company | 12,955,326 | 4.99 |
| Baillie Gifford & Co | 12,917,453 | 4.98 |

Employee-related information

The average number of employees in the Group during the

year is given in note 5 to the Group Financial Statements on

page 183.

Group companies operate within a framework of HR policies,

practices and regulations appropriate to their market sector and

country of operation. Policies and procedures for recruitment,

training and career development promote equality of

opportunity regardless of gender, sexual orientation, age, marital

status, disability, race, religion or other beliefs and ethnic or

national origin. At Weir, we strive to build an inclusive culture in

which all employees have the opportunity to succeed and to be

able to do the best work of their lives. The Group remains

committed to the fair treatment of people with disabilities,

including: giving full and fair consideration to applications made

by people with disabilities, having regard to their particular

aptitudes and abilities; continuing the employment of, and

arranging training for, employees who have become disabled

during the course of their employment; and offering training,

career development and promotion opportunities for people

with disabilities. Meaningful dialogue with our employees is

actively encouraged. Further details on our employees can be

found on pages 32 to 34 and 84 to 86.

Use of financial instruments

The information required in respect of financial instruments

as required by Schedule 7 of The Large and Medium-sized

Companies and Groups (Accounts and Reports) Regulations

2008 is given in note 30 to the Group Financial Statements on

page 217.

Share capital and rights attaching to the

Company’s shares

Details of the issued share capital of the Company, which

comprises a single class of ordinary shares of 12.5p each are

set out in note 25 to the Group Financial Statements on page

212. The rights attaching to the shares are set out in the

Company’s Articles of Association. There are no special

control rights in relation to the Company’s shares and the

Company is not aware of any agreements between

shareholders that may result in restrictions on the transfer of

securities and/or voting rights.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 149 |
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## Directors’ report

### continued

Voting rights

The Company’s Articles of Association provide that on a show

of hands at a general meeting of the Company, every holder

of ordinary shares present in person and by proxy and

entitled to vote shall have one vote and on a poll, every

member present in person or by proxy and entitled to vote

shall have one vote for every ordinary share held.

The Notice of the AGM specifies deadlines for exercising

voting rights and appointing a proxy or proxies to vote in

relation to resolutions to be passed at the AGM. The

Company conducts the vote at the AGM by poll and the

result of the poll will be released to the London Stock

Exchange and posted on the Company’s website as soon as

practicable after the meeting.

The Articles of Association may only be amended by a special

resolution passed at a general meeting of Shareholders.

Transfer of shares

There are no restrictions on the transfer of ordinary shares in

the Company, other than as contained in the Articles of

Association:

– The Directors may refuse to register any transfer of any

certificated share which is not fully paid up, provided that

this power will not be exercised so as to disturb the market

in the Company’s shares.

– The Directors may also refuse to register the transfer of a

certificated share unless it is delivered to the Registrar’s

office, or such other place as the Directors have specified,

accompanied by a certificate for the shares to be

transferred and such other evidence as the Directors may

reasonably require to prove title of the intending transferor.

Certain restrictions may from time to time be imposed by

laws and regulations, for example, insider trading laws, in

relation to the transfer of shares.

Employee benefit trust arrangements

(including waiver of dividends)

The Group has a nominee arrangement with Computershare

Investor Services PLC (the ‘Computershare Nominee’) and

employee benefit trusts with Estera Trust (Jersey) Limited

(the ‘Estera EBT’) and Computershare Trustees (Jersey)

Limited (the ‘Computershare EBT’).

The Computershare EBT purchased 646,239 shares in the market

at an aggregate value of £13,297,475 on behalf of the Company

for satisfaction of any future vesting of the awards granted

under the Share Reward Plan and the ShareBuilder plan.

During the period, the SRP vested and the trustees of the

Computershare EBT transferred 271,833 ordinary shares to

employees to satisfy the SRP awards and transferred 4,746

shares to Computershare Nominee to be held on behalf of

participants and subject to the rules of the SRP Deferred

Bonus Plan.

During the period, the ShareBuilder plan vested and the

trustees of the Computershare EBT transferred 9,764 ordinary

shares to employees to satisfy the ShareBuilder plan awards.

Both the Estera EBT and Computershare Nominee agreed to

waive any right to all dividend payments on shares held by

them with the exception of shares held in respect of awards

which have a dividend entitlement.

Details of the shares held by the Computershare Nominee,

the Computershare EBT and the Estera EBT are set out in note

25 to the Group Financial Statements on page 212.

The 930,249 shares held in the Computershare Nominee are

the shares in respect of which dividends have not been

waived. The 218,405 shares held in the Computershare

Nominee are subject to post vesting restrictions.

The Computershare Nominee held 0.36% of the issued share

capital of the Company as at 31 December 2024. The shares

are held on behalf of employees and former employees of

the Group.

The Computershare EBT held, through nominee account

Computershare Nominees (Channel Islands) Limited, 0.79%

of the issued share capital of the Company as at 31

December 2024. This is held in trust on behalf of the

Company for satisfaction of any future vesting of the awards

granted under the Share Reward and ShareBuilder Plans.

The voting rights in relation to these shares are exercised by

the trustees. The Computershare EBT may vote or abstain

from voting with the shares or accept or reject any offer

relating to shares, in any way they see fit, without incurring

any liability and without being required to give reasons for

their decision.

Authority to issue shares

At the 2024 Annual General Meeting, shareholders renewed

the directors' authority to allot shares in the Company up to

an aggregate nominal amount equivalent to two thirds of the

shares in issue (of which one third must be offered by way of

rights issue). No shares were issued under this authority

during the year ended 31 December 2024.

A further special resolution passed at the 2024 Annual

General Meeting granted authority to the directors to allot

equity securities in the Company for cash, without regard to

the pre-emption provisions of the Companies Act 2006 in

certain circumstances. No shares were issued under this

authority during the year ended 31 December 2024.

At the forthcoming Annual General Meeting, the Board will

again seek shareholder approval to renew these authorities

to allot shares.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 150 |
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## Directors’ report

### continued

Authority to purchase own shares

At the 2024 Annual General Meeting, shareholders renewed

the Company’s authority to make market purchases of

c.25.9m ordinary shares (representing approximately 10% of

the issued share capital excluding treasury shares). No shares

were purchased under this authority during the year ended

31 December 2024. At the forthcoming Annual General

Meeting, the Board will again seek shareholder approval to

renew the annual authority for the Company to make market

purchases at the same level.

Directors

The names of the persons who were Directors of the

Company as at the date of this report are set out on pages

75 to 78. During the financial year, the following individuals

also acted as Directors of the Company:

– Srinivasan Venkatakrishnan (resigned 31 March 2024)

– Sir Jim McDonald (resigned 25 April 2024)

– Stephen Young (resigned 31 July 2024)

Appointment and replacement of Directors

The provisions about the appointment and re-election of

Directors of the Company are contained in the Articles of

Association. Under the terms of reference of the Nomination

Committee, any appointment must be recommended by the

Nomination Committee for approval by the Board. All

Directors retire and seek election or re-election (as

applicable) at each annual general meeting in line with the

UK Corporate Governance Code.

Powers of Directors

The business of the Company is managed by the Directors,

who may exercise all the powers of the Company, subject to

the provisions of the Company’s Articles of Association, any

special resolution of the Company and any relevant

legislation.

Directors’ indemnities

The Company has granted indemnities to each of its

Directors in respect of all losses arising out of or in

connection with the execution of their powers, duties and

responsibilities as Directors to the extent permitted by the

Companies Act 2006 and the Company’s Articles

of Association. In addition, Directors and Officers of the

Company and its subsidiaries and trustees of its pension

schemes are covered by Directors’ and Officers’ liability

insurance.

Pension scheme indemnities

The Group operates a closed defined benefit pension

scheme in the UK which provides retirement and death

benefits for employees and former employees of the Group:

The Weir Group Pension and Retirement Savings Scheme. The

corporate trustee of the pension scheme is The Weir Group

Pension Trust Limited, a subsidiary of The Weir Group PLC.

Qualifying pension scheme indemnity provisions, as defined

in section 235 of the Companies Act 2006, were in force for

the financial year ended 31 December 2024 and remain in

force for the benefit of each of the Directors of The Weir

Group Pension Trust Limited. These indemnity provisions

cover, to the extent permitted by law, certain losses or

liabilities incurred as a Director or officer of the corporate

trustees of the pension schemes.

Directors' share interests

Details regarding the share interests of the directors (and the

persons closely associated with them) in the share capital of

the Company are set out in the Directors' Remuneration

Report on page 140.

Change of control – significant agreements

The following significant agreements contain provisions

entitling the counterparties to require prior approval, exercise

termination, alteration or similar rights in the event of a

change of control of the Company.

The Group has in place a US$600m multi-currency revolving

credit facility (the ‘Facility’) which is due to mature in April

2029. Under the terms of this Facility, if there is a change of

control of the Company, the Company has 30 days from the

date of the change of control to agree terms for continuing

the Facility. If at the end of the 30 days no agreement is

reached between the Company and the banks, then any

lender may request, by not less than 30 days’ notice to the

Company, that its commitment be cancelled and all

outstanding amounts be repaid to that lender at the expiry of

such notice period.

The Company has issued US$800m Sustainability-Linked Notes. If

a Change of Control Repurchase Event occurs, the Company will

be required to make an offer to each Holder of the Notes to

repurchase all or any part of the Notes of such Holders at a

repurchase price in cash equal to 101% of the aggregate

principal amount of the Notes repurchased, plus any accrued

and unpaid interest on the Notes repurchased to, but

not including, the date of repurchase. A Change of Control

Repurchase Event means the occurrence of both a Change of

Control and a Rating Event.

The Company has also issued £300m Sustainability-Linked

Notes. If a Change of Control Repurchase Event occurs, the

Company will be required to make an offer to each Holder of the

Notes to repurchase all or any part of the Notes of such Holders

at a repurchase price in cash equal to 101% of the aggregate

principal amount of the Notes repurchased, plus any accrued

and unpaid interest on the Notes repurchased to, but not

including, the date of repurchase. A Change of Control

Repurchase Event means the occurrence of both a Change of

Control and a Rating Event.

There are no agreements between the Company and its

Directors or employees providing for compensation for loss

of office or employment (whether through resignation,

purported redundancy or otherwise) that occurs because of

a takeover bid.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 151 |
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## Directors’ report

### continued

Political donations

The Group did not make any political donations or incur any

political expenditure, or make any contributions to a non-UK

political party, during the year.

Branches

The Company, through various subsidiaries, has established

branches in a number of different countries in which the

Group operates.

Disclaimer and forward-looking statements

This Annual Report has been prepared for, and only for, the

members of the Company, as a body, and no other persons.

The Company, its Directors, employees, agents and advisers,

do not accept or assume responsibility to any other person

to whom this document is shown or into whose hands it may

come, and any such responsibility or liability is expressly

disclaimed. This Annual Report may contain statements that

are not based on current or historical fact and/or that are

forward-looking in nature. Please refer to the cautionary

statement on page 1.

Disclosure of information to auditor

Each of the directors who held office at the date of approval

of this Directors' report confirms that:

– so far as each Director is aware, there is no relevant audit

information (as defined by section 418 of the Companies

Act 2006) of which the Company’s auditors are unaware;

and

– each Director has taken all of the steps that they ought to

have taken as a Director to make themselves aware of any

relevant audit information and to establish that the

Company’s auditors are aware of that information.

Going concern

These financial statements have been prepared on the going

concern basis.

As discussed in the Chief Executive Officer’s review, the Group

executed well against commitments to its stakeholders

delivering significant growth in operating profit, operating

margin and cash generation.

As discussed in the Financial review, as a result of strong cash

generation in 2023, the Group reduced its multi-currency

revolving credit facility (RCF) by US$200m to US$600m in

February 2024. In March 2024, the Group exercised the option

to extend its RCF by one year, which will now mature in April

2029. Following these financing actions, and supported by

another year of strong cash generation, the Group retains

substantial levels of liquidity over the medium term.

The Group has delivered strong financial results in the current

year and enters 2025 with a strong order book. Activity levels

in our mining markets are positive, supported by favourable

commodity prices, and we have a clear strategy to capitalise

on the attractive long-term structural trends in our markets,

including our technology strategy to accelerate sustainable

mining. However, macroeconomic and geopolitical

uncertainty persists. Therefore, recognising these

uncertainties, the Group performed financial modelling of

future cash flows, which cover a period of 12 months from

the approval of the 2024 Annual Report and Financial

Statements.

The financial modelling included reverse stress testing, which

focused on the level of downside risk that would be required

for the Group to breach its current lending facilities (note 20

to the Group Financial Statements) and related financial

covenants (note 31 to the Group Financial Statements). The

review indicated that the Group continues to have sufficient

headroom on both lending facilities and related financial

covenants. The circumstances, which would lead to a breach,

are not considered plausible.

The Directors, having considered all available relevant

information, have a reasonable expectation that the

Group has adequate resources to continue to operate

as a going concern.

The Directors’ report has been approved by the Board of

Directors in accordance with the Companies Act 2006.

On behalf of the Board of Directors

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| JenHaddouk.png |
| Jennifer Haddouk  Company Secretary |
| 27 February 2025 |

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## Statement of Directors’ responsibilities

The Directors are responsible for preparing the Annual Report

and the Financial Statements in accordance with applicable

law and regulations.

Company law requires the Directors to prepare financial

statements for each financial year. Under that law, the

Directors have prepared the Group Financial Statements in

accordance with both international accounting standards in

conformity with the requirements of the Companies Act 2006

and UK-adopted International Accounting Standards and the

Company Financial Statements in accordance with United

Kingdom Generally Accepted Accounting Practice (United

Kingdom Accounting Standards, comprising FRS 101

‘Reduced Disclosure Framework’, and applicable law).

Under company law, 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

Company and of the profit or loss of the Group for that

period. In preparing the financial statements, the Directors

are required to:

– select suitable accounting policies and then apply

them consistently;

– state whether applicable international accounting

standards in conformity with the requirements of the

Companies Act 2006 and the UK-adopted International

Accounting Standards, have been followed for the Group

Financial Statements and United Kingdom Accounting

Standards, comprising FRS 101 have been followed for

the Company Financial Statements, subject to any

material departures disclosed and explained in the

financial statements;

– make judgements and estimates that are reasonable

and prudent; and

– prepare the financial statements on the going concern

basis unless it is inappropriate to presume that the Group

and Company will continue in business.

The Directors are also responsible for safeguarding the

assets of the Group and Company and hence for taking

reasonable steps for the prevention and detection of fraud

and other irregularities.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Group’s and Company’s transactions and disclose with

reasonable accuracy at any time the financial position of the

Group and Company and enable them to ensure that the

financial statements comply with the Companies Act 2006.

The Directors are responsible for the maintenance and

integrity of the Company’s website. Legislation in the United

Kingdom governing the preparation and dissemination of

financial statements may differ from legislation in

other jurisdictions.

The Directors consider that the Annual Report and Financial

Statements, taken as a whole, are fair, balanced and

understandable and provide the information necessary for

Shareholders to assess the Group’s performance, business

model and strategy.

Each of the Directors, as at the date of this report, confirms to

the best of their knowledge that:

– the Group Financial Statements, which have been prepared

in accordance with international accounting standards in

conformity with the requirements of the Companies Act

2006 and the UK-adopted International Accounting

Standards, give a true and fair view of the assets, liabilities,

financial position and profit of the Group;

– the Company Financial Statements, which have been

prepared in accordance with United Kingdom Accounting

Standards, comprising FRS 101, give a true and fair view of

the assets, liabilities, financial position and profit of the

Company; and

– the Strategic report and the Directors’ report include a fair

review of the development and performance of the

business and the position of the Group and Company,

together with a description of the principal risks and

uncertainties that it faces.

In the case of each Director in office at the date the Directors’

report is approved:

– so far as the Director is aware, there is no relevant audit

information of which the Group’s and Company’s auditors

are unaware; and

– they have taken all the steps that they ought to have taken

as a Director in order to make themselves aware of any

relevant audit information and to establish that the Group’s

and Company’s auditors are aware of that information.

On behalf of the Board of Directors

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| Jon Stanton  Chief Executive Officer |
| 27 February 2025 |

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## Independent auditors’ report to the members of The Weir Group PLC

Report on the audit of the financial statements

Opinion

In our opinion:

– The Weir Group PLC’s group financial statements and company financial statements (the

“financial statements”) give a true and fair view of the state of the group’s and of the

company’s affairs as at 31 December 2024 and of the group’s profit and the group’s cash

flows for the year then ended;

– The group financial statements have been properly prepared in accordance with UK-

adopted international accounting standards as applied in accordance with the provisions of

the Companies Act 2006;

– The company financial statements have been properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards,

including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

– The financial statements have been prepared in accordance with the requirements of the

Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Financial

Statements 2024 (the “Annual Report”), which comprise: the Consolidated and Company

Balance Sheets as at 31 December 2024; the Consolidated Income Statement, the

Consolidated Statement of Comprehensive Income, the Consolidated Cash Flow Statement,

and the Consolidated and Company Statements of Changes in Equity for the year then

ended; and the notes to the financial statements, comprising material accounting policy

information and other explanatory information.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs

(UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the

Auditors’ responsibilities for the audit of the financial statements section of our report. We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical

Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the

FRC’s Ethical Standard were not provided.

Other than those disclosed in note 5 of Notes to the Group Financial Statements, we have

provided no non-audit services to the company or its controlled undertakings in the period

under audit.

Our audit approach

Context

The Group is organised into two continuing Divisions: Minerals and ESCO. On 1 February 2021,

the Group completed its disposal of the majority of the Oil & Gas Division, and the disposal of

the Group’s shareholding in the remaining joint venture in the Oil & Gas Division was

completed on 30 June 2021. The sale of the Oil & Gas Division has been disclosed as a

discontinued operation in the current and prior year. Each continuing division conducts its

business in a number of locations around the world. Many of the business locations (or

components) are of a similar size, so we scoped our audit to ensure we had appropriate

coverage of the Group. We included components that accounted for the largest share of the

Group’s results or where we considered there to be areas of significant risk.

Overview

Audit scope

– We conducted audit work on fourteen components in eight countries. We conducted full

scope audits on seven of these components, specified scope on three components and

specified procedures on the remaining four components.

– The 14 components where we performed audit work accounted for 70% of total Group

revenue and 63% of adjusted profit before tax from continuing operations.

Key audit matters

– Valuation of pension liabilities (group and parent)

– Accounting for asbestos related claims (group)

– Valuation of deferred tax assets (group)

Materiality

– Overall group materiality: £21,400,000 (2023: £20,300,000) based on 5% of profit before tax

and adjusting items from continuing operations.

– Overall company materiality: £17,956,000 (2023: £18,000,000) based on 1% of net assets.

– Performance materiality: £16,050,000 (2023: £15,251,000) (group) and £13,467,000 (2023:

£13,500,000) (company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements.

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## Independent auditors’ report to the members of The Weir Group PLC

### continued

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of

most significance in the audit of the financial statements of the current period and include

the most significant assessed risks of material misstatement (whether or not due to fraud)

identified by the auditors, including those which had the greatest effect on: the overall

audit strategy; the allocation of resources in the audit; and directing the efforts of the

engagement team.

These matters, and any comments we make on the results of our procedures thereon, were

addressed in the context of our audit of the financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Valuation of deferred tax assets (group) is a new key audit matter this year. Otherwise, the key

audit matters below are consistent with last year.

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| Key audit matter |  | How our audit addressed the key audit matter |
| Valuation of pension liabilities (Group and parent)  Note 2 to the group financial statements - Accounting policies, Note 1 to the company  financial statements - Accounting policies, Note 24 to the group financial statements -  Pensions & other post-employment benefit plans, Note 8 to the company financial  statements - Retirement benefits, and Governance - Audit committee report.  The Group operates a number of defined benefit pension plans, giving rise to a defined  benefit obligation of £626.2m as at 31 December 2024 (2023: £712.9m). In respect of the  Company, there is a liability of £487.4m as at 31 December 2024 (2023: £563.4m).  These balances are significant in the context of the overall Balance Sheet of the Group and of  the Company. The valuation of pension liabilities requires judgement and technical expertise  in choosing appropriate assumptions such as discount rate, inflation and mortality.  Management engaged external actuarial experts to assist them in selecting appropriate  assumptions and to calculate the liabilities. Inappropriate selection of assumptions or  methodologies for calculating the pension liabilities could result in a material difference in the  value of the liabilities. The use of a regulated and qualified third party mitigates the risk to a  degree, however it remains a judgemental area with significant values involved. |  | We reviewed the independent actuary’s report on the assumptions and methodology used to  calculate the pension liabilities and compliance of management’s approach with the relevant  accounting standard IAS 19 ‘Employee Benefits’ (Revised).  We used our actuarial experts to assess whether the assumptions used in calculating the  pension liabilities are reasonable by:  – Assessing whether mortality assumptions are appropriate in line with the demographics of  each significant plan and, where applicable, with UK industry benchmarks;  – Verifying that the methodology of the discount and inflation rate assumptions is in line with  the accounting framework and the position of the assumptions are within our acceptable  ranges; and  – Performing independent testing of the roll-forward approach to calculate the liabilities for  the significant plans and compared against management’s actuary’s results.  Based on our procedures, we concluded management’s key assumptions individually and  collectively were acceptable.  We assessed the related disclosures included in the Group and Company financial statements  and consider them to be appropriate and in compliance with IAS 19. |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 155 |
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## Independent auditors’ report to the members of The Weir Group PLC

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| Key audit matter |  | How our audit addressed the key audit matter |
| Accounting for asbestos related claims (Group)  Note 2 to the group financial statements - Accounting policies, Note 22 to the group financial  statements - Provisions, and Governance - Audit Committee report.  Total asbestos related provisions as at 31 December 2024 amounted to £71.6m (2023:  £78.7m). This consists of a provision of £69.9m (2023: £76.2m) for the Group’s liabilities arising  from asbestos-related damages claims in the US and £1.7m (2023: £2.5m) in the UK.  Management estimates the US subsidiary's expected liability for US asbestos-related diseases  in conjunction with external advisers as part of a planned triennial actuarial review. The most  recent assessment was performed by external actuarial consultants in 2023. This review was  based on an industry standard epidemiological decay model, and the subsidiary's claims  settlement history. The provision in the financial statements is based on the mean actuarial  estimate, which is then adjusted each year to reflect expected settlements in the model,  discounting and restricting the timescale over which a liability can be reliably measured to  ten years plus cash flows over a further six years.  The valuation of the liability involves significant estimation. In arriving at the estimate of the  liability, management is required to make assumptions that include the number and value of  claims and the time period over which the liability can be reliably measured. As a result, there  is a high degree of uncertainty in this estimate and management uses an independent  actuary to assist with this assessment.  The Group has insurance cover in place to partially offset the US provision of £4.1m as at 31  December 2024 (2023: £14.9m) which is recognised within other receivables. After deduction  of the insurance asset there is a net provision for the estimated uninsured US liability of  £65.8m (2023: £61.3m). |  | We performed procedures on both the UK and US asbestos liabilities. The US provision is the  more significant and has a greater level of estimation uncertainty.  We involved our PwC actuarial experts to assess the 2023 valuation and the reasonableness of  the methodology used by the independent expert.  We evaluated management’s underlying assumptions used in its calculation which included  testing of:  – The mathematical accuracy of the underlying calculations in management’s model;  – The input data to management’s model, such as the average cost per claim and the  number of settled claims to source data, which we verified directly with the Group’s external  lawyers and to the independent actuarial assessment; and  – The reasonableness of forecast numbers and value of claims to be settled to the actuarial  assessment for the period of provision.  We considered the actual claims experience during 2024 and compared this to the actuarial  model to evaluate whether the 2023 model remained an appropriate basis. This included:  – Discussions with management, Weir’s General Counsel and Chief Risk Officer;  – Discussions with our internal actuarial experts to understand the latest developments in the  asbestos landscape; and  – An assessment of other factors that impacted the claims experience during 2024.  We evaluated the appropriateness of management’s assessment of the timescale over which  a liability can be reliably measured, which remains at 10 years plus cash flows for a further 6  years. We also examined the insurance cover held by the Group and recalculated the  expected date of insurance exhaustion to be in line with that disclosed by management. In  addition, we validated that the insurance cover remains active and currently continues to  settle claims as expected.  Based on our procedures, we concluded management’s key assumptions individually and  collectively were acceptable.  Finally, we tested the disclosures in the financial statements and checked for compliance with  IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ and IAS 1 ‘Presentation of  Financial Statements’ and consider them to be appropriate. |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 156 |
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## Independent auditors’ report to the members of The Weir Group PLC

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| Key audit matter |  | How our audit addressed the key audit matter |
| Valuation of deferred tax assets (group)  Note 2 to the group financial statements - Accounting policies, Note 8 to the group financial  statements - Tax expense, Note 23 to the group financial statements - Deferred tax, and  Governance - Audit Committee report.  The disposal of the Oil & Gas Division has resulted in significant deferred tax assets due to  trading year losses and the impact of steps taken to prepare for the disposal. These are  available to the group to offset future US taxable income of the continuing operations. This  year, with the support of external tax management experts, the group has recognised an  additional £65.6m of deferred assets predominantly driven by the recognition of the  Seaboard worthless stock deduction.  At 31 December 2024, this resulted in the partial recognition of £125.6m (2023: £60m) of  deferred tax assets to the extent they are supported by management’s forecast of US taxable  profits. |  | We audited management’s forecasts which support the continued recognition of a portion of  the Group’s US deferred tax assets to confirm the quantum of deferred tax derecognised is  appropriate by:  – Verifying the inputs in management’s US taxable income forecasts are derived from the  Group’s five year strategic plan with forecasts for a further five years and appropriate risk  weightings applied;  – Assessing the assumptions made by management in determining the amount of deferred  tax which can be supported;  – Engaging a PwC US tax expert to review the conclusions reached by management in  relation to the Seaboard worthless stock deduction; and  – Performing sensitivity analysis on the assumptions used by management to confirm the  amount of deferred tax remaining on the balance sheet was within our calculated range of  possible outcomes.  Based on our procedures, we concluded the judgements taken by management and the key  assumptions used were acceptable. |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 157 |
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## Independent auditors’ report to the members of The Weir Group PLC

### continued

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to

give an opinion on the financial statements as a whole, taking into account the structure of the

group and the company, the accounting processes and controls, and the industry in which

they operate.

The Group is organised into two continuing Divisions: Minerals and ESCO. On 1 February 2021,

the Group completed its disposal of the majority of the Oil & Gas Division, and the disposal of

the Group’s shareholding in the remaining joint venture in the Oil & Gas Division was

completed on 30 June 2021. The sale of the Oil & Gas Division has been disclosed as a

discontinued operation in the current and prior year. Each continuing division conducts its

business in a number of locations around the world. Many of the business locations (or

components) are of a similar size, so we scoped our audit to ensure we had appropriate

coverage of the Group. We included components that accounted for the largest share of the

Group’s results or where we considered there to be areas of significant risk.

The Group’s components vary significantly in size and we identified seven components that, in

our view, required an audit of their complete financial information due to their relative size or

risk characteristics. Of these full scope component audits, two were based in the UK and were

performed by members of the Group engagement team. These covered central functions and

Head Office managed balances, including the asbestos provision, treasury, uncertain tax

provisions, post-retirement benefits, goodwill, intangibles and the consolidation.

The remaining five full scope component audits were performed by other PwC network firms.

Other PwC network firms also performed specific scope audits over a further three

components, which covered all line items on the income statement and specified line items

on the balance sheet. Specified procedures audits were performed on the remaining four

components and this work was completed by a combination of the Group audit team and

other PwC network firms.

The scope of work at each component was determined by its contribution to the Group’s

overall financial performance or balance sheet and its risk profile. Where component audits

were performed by teams from other PwC network firms, members of the Group engagement

team were involved in their work throughout the audit. We maintained regular communication

and conducted formal planning, interim and year end video calls with all full and specified

scope component teams. The discussions during the audit also included divisional

management. Members of the group audit team visited three of our overseas locations during

the year.

The impact of climate risk on our audit

Our Group and component audits considered the impact of climate change. As part of our

audit, we made enquiries with management to understand the process adopted to assess the

extent of the potential impact of climate risk on the Group's financial statements and to

support the disclosures made in the Sustainability review in the Strategic report. We also read

the Group's governance process in response to climate risk and read additional reporting

made by the Group including its Carbon Disclosure Project ("CDP") public submission. Our

testing involved:

– Making enquiries with local and Group management and the Group sustainability team to

obtain their risk assessment and understand the governance processes in place to address

climate risk impacts;

– Reviewing the Group’s CDP submission made during 2024; and

– Obtaining an understanding of the carbon reduction commitments made by the Group and

the impact of these on the financial statements;

In 2023, the Group's scope 1, 2 and 3 emissions reduction targets were approved by the

Science Based Targets Initiative (SBTi). The targets include absolute reductions in scope 1 and

2 emissions of 30% and scope 3 emissions of 15% by 2030, versus a 2019 baseline.

Management does not consider the annual capital expenditure and operating costs required

to deliver the plan across the target period to be material to the financial plans of the Group.

Using our knowledge of the business, we focused our work on how the impact of climate

commitments made by the Group would impact the assumptions within the discounted cash

flows prepared by management that are used in the Group's goodwill and indefinite life asset

impairment tests. We also evaluated whether the impact of both physical and transitional risks

had been appropriately included in management's going concern and viability assessments.

We challenged the completeness of management's climate impact assessment by reading

the external reporting made by management, including the CDP submission in 2024, as well as

internal climate plans and board minutes. We also considered the completeness of the impact

on financial statement line items by comparing management’s assessment of the impact of

climate risk, including the potential impact on the underlying assumptions and estimates as

outlined in the basis of preparation in note 1 of the Notes to the Group Financial Statements.

Finally, we assessed the consistency of the information in the front half of the Annual Report

regarding Task Force on Climate-Related Financial Disclosures (TCFD) and the financial

statements.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain

quantitative thresholds for materiality. These, together with qualitative considerations, helped

us to determine the scope of our audit and the nature, timing and extent of our audit

procedures on the individual financial statement line items and disclosures and in evaluating

the effect of misstatements, both individually and in aggregate on the financial statements as

a whole.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 158 |
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## Independent auditors’ report to the members of The Weir Group PLC

### continued

Based on our professional judgement, we determined materiality for the financial statements

as a whole as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Financial statements - Group | Financial statements - Company |
| Overall  materiality | £21,400,000 (2023: £20,300,000). | £17,956,000 (2023:  £18,000,000). |
| How we  determined it | 5% of profit before tax and adjusting items  from continuing operations. | 1% of net assets. |
| Rationale for  benchmark  applied | It is clear from the Annual Report that this  profit measure is used by shareholders in  evaluating the underlying business  performance. We applied a lower materiality  to the audit of exceptional items. | The nature of the Company’s  activities supports a net  asset basis for the  calculation of materiality. |

For each component in the scope of our group audit, we allocated a materiality that is less

than our overall group materiality. The range of materiality allocated across components was

between £2,000,000 and £16,000,000. Certain components were audited to a local statutory

audit materiality that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that

the aggregate of uncorrected and undetected misstatements exceeds overall materiality.

Specifically, we use performance materiality in determining the scope of our audit and the

nature and extent of our testing of account balances, classes of transactions and disclosures,

for example in determining sample sizes. Our performance materiality was 75% (2023: 75%) of

overall materiality, amounting to £16,050,000 (2023: £15,251,000) for the group financial

statements and £13,467,000 (2023: £13,500,000) for the company financial statements.

In determining the performance materiality, we considered a number of factors - the history

of misstatements, risk assessment and aggregation risk and the effectiveness of controls -

and concluded that an amount at the upper end of our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified

during our audit above £1,070,000 (group audit) (2023: £1,000,000) and £897,000 (company

audit) (2023: £900,000) as well as misstatements below those amounts that, in our view,

warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group's and the company’s ability to

continue to adopt the going concern basis of accounting included:

– Review and evaluation of management’s cash flow forecasts and the process by which they

were determined and approved, agreeing the forecasts with the latest Board approved

budgets and confirming the mathematical accuracy of underlying calculations;

– Assessment of management’s forecast assumptions for base case and severe but plausible

downside scenarios on the Group’s ability to continue as a going concern; and

– Consideration of the Group’s liquidity and availability of financing to support the going

concern basis of accounting.

Based on the work we have performed, we have not identified any material uncertainties

relating to events or conditions that, individually or collectively, may cast significant doubt on

the group's and the company’s ability to continue as a going concern for a period of at least

twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going

concern basis of accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a

guarantee as to the group's and the company's ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance

Code, we have nothing material to add or draw attention to in relation to the directors’

statement in the financial statements about whether the directors considered it appropriate to

adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are

described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the

financial statements and our auditors’ report thereon. The directors are responsible for the

other information. Our opinion on the financial statements does not cover the other

information and, accordingly, we do not express an audit opinion or, except to the extent

otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent

with the financial statements or our knowledge obtained in the audit, or otherwise appears to

be materially misstated. If we identify an apparent material inconsistency or material

misstatement, we are required to perform procedures to conclude whether there is a material

misstatement of the financial statements or a material misstatement of the other information.

If, based on the work we have performed, we conclude that there is a material misstatement

of this other information, we are required to report that fact. We have nothing to report based

on these responsibilities.

With respect to the Strategic report and Directors' report, we also considered whether the

disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us

also to report certain opinions and matters as described below.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 159 |
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## Independent auditors’ report to the members of The Weir Group PLC

### continued

Strategic report and Directors’ report

In our opinion, based on the work undertaken in the course of the audit, the information given

in the Strategic report and Directors' report for the year ended 31 December 2024 is consistent

with the financial statements and has been prepared in accordance with applicable legal

requirements.

In light of the knowledge and understanding of the group and company and their

environment obtained in the course of the audit, we did not identify any material

misstatements in the Strategic report and Directors' report.

Directors’ Remuneration

In our opinion, the part of the Directors' remuneration report to be audited has been properly

prepared in accordance with the Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern,

longer-term viability and that part of the corporate governance statement relating to the

company’s compliance with the provisions of the UK Corporate Governance Code specified

for our review. Our additional responsibilities with respect to the corporate governance

statement as other information are described in the Reporting on other information section of

this report.

Based on the work undertaken as part of our audit, we have concluded that each of the

following elements of the corporate governance statement is materially consistent with the

financial statements and our knowledge obtained during the audit, and we have nothing

material to add or draw attention to in relation to:

– The directors’ confirmation that they have carried out a robust assessment of the emerging

and principal risks;

– The disclosures in the Annual Report that describe those principal risks, what procedures are

in place to identify emerging risks and an explanation of how these are being managed or

mitigated;

– The directors’ statement in the financial statements about whether they considered it

appropriate to adopt the going concern basis of accounting in preparing them, and their

identification of any material uncertainties to the group’s and company’s ability to continue

to do so over a period of at least twelve months from the date of approval of the financial

statements;

– The directors’ explanation as to their assessment of the group's and company’s prospects,

the period this assessment covers and why the period is appropriate; and

– The directors’ statement as to whether they have a reasonable expectation that the

company will be able to continue in operation and meet its liabilities as they fall due over

the period of its assessment, including any related disclosures drawing attention to any

necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and

company was substantially less in scope than an audit and only consisted of making inquiries

and considering the directors’ process supporting their statement; checking that the

statement is in alignment with the relevant provisions of the UK Corporate Governance Code;

and considering whether the statement is consistent with the financial statements and our

knowledge and understanding of the group and company and their environment obtained in

the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each

of the following elements of the corporate governance statement is materially consistent with

the financial statements and our knowledge obtained during the audit:

– The directors’ statement that they consider the Annual Report, taken as a whole, is fair,

balanced and understandable, and provides the information necessary for the members to

assess the group’s and company's position, performance, business model and strategy;

– The section of the Annual Report that describes the review of effectiveness of risk

management and internal control systems; and

– The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’

statement relating to the company’s compliance with the Code does not properly disclose a

departure from a relevant provision of the Code specified under the Listing Rules for review by

the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the Directors for the financial statements

As explained more fully in the Statement of directors’ responsibilities, the directors are

responsible for the preparation of the financial statements in accordance with the applicable

framework and for being satisfied that they give a true and fair view. The directors are also

responsible for such internal control as they determine is necessary to enable the preparation

of financial statements that are free from material misstatement, whether due to fraud or

error.

In preparing the financial statements, the directors are responsible for assessing the group’s

and the company’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless the

directors either intend to liquidate the group or the company or to cease operations, or have

no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as

a whole are free from material misstatement, whether due to fraud or error, and to issue an

auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 160 |
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## Independent auditors’ report to the members of The Weir Group PLC

### continued

considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We

design procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our procedures

are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of

non-compliance with laws and regulations related to the Listing Rules, the Companies Act

2006 and UK and overseas tax legislation, and we considered the extent to which non-

compliance might have a material effect on the financial statements. We evaluated

management’s incentives and opportunities for fraudulent manipulation of the financial

statements (including the risk of override of controls), and determined that the principal risks

were related to posting manual journal entries to manipulate financial performance and

management bias through judgements and assumptions in significant accounting estimates.

The group engagement team shared this risk assessment with the component auditors so

that they could include appropriate audit procedures in response to such risks in their work.

Audit procedures performed by the group engagement team and/or component auditors

included:

– Discussions with management, internal audit and Group General Counsel, including

consideration of known or suspected instances of non compliance with laws and regulations

and fraud or matters reported on the Group’s Ethics Hotline;

– Evaluation of management’s controls designed to prevent and detect irregularities;

– Review of Board Minutes;

– Challenging assumptions and judgements made by management in its significant

accounting estimates, in particular in relation to the classification of costs as exceptional;

and

– Identifying and testing journal entries, in particular any journal entries posted by unexpected

users and unusual account combinations.

There are inherent limitations in the audit procedures described above. We are less likely to

become aware of instances of non-compliance with laws and regulations that are not closely

related to events and transactions reflected in the financial statements. Also, the risk of not

detecting a material misstatement due to fraud is higher than the risk of not detecting one

resulting from error, as fraud may involve deliberate concealment by, for example, forgery or

intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and

balances, possibly using data auditing techniques. However, it typically involves selecting a

limited number of items for testing, rather than testing complete populations. We will often

seek to target particular items for testing based on their size or risk characteristics. In other

cases, we will use audit sampling to enable us to draw a conclusion about the population from

which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located

on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of

our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s

members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and

for no other purpose. We do not, in giving these opinions, accept or assume responsibility for

any other purpose or to any other person to whom this report is shown or into whose hands it

may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

– We have not obtained all the information and explanations we require for our audit; or

– Adequate accounting records have not been kept by the Company, or returns adequate for

our audit have not been received from branches not visited by us; or

– Certain disclosures of directors’ remuneration specified by law are not made; or

– The Company financial statements and the part of the Directors' remuneration report to be

audited are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the members

on 28 April 2016 to audit the financial statements for the year ended 31 December 2016 and

subsequent financial periods. The period of total uninterrupted engagement is nine years,

covering the years ended 31 December 2016 to 31 December 2024.

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and

Transparency Rules to include these financial statements in an annual financial report

prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed on the

National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides

no assurance over whether the structured digital format annual financial report has been

prepared in accordance with those requirements.

![KW signature.png]()

Kenneth Wilson (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants & Statutory Auditors

Glasgow

27 February 2025

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 161 |
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## Consolidated Income Statement

### for th

### e year ended

### 31 December 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | Year ended 31 December 2024 | | | Year ended 31 December 2023 | | |
|  |  | Adjusted  results | Adjusting  items  (note 6 ) | Statutory  results | Adjusted  results | Adjusting  items  (note 6 ) | Statutory  results |
|  | Note | £m | £m | £m | £m | £m | £m |
| Continuing operations |  |  |  |  |  |  |  |
| Revenue | 4 | 2,505.6 | – | 2,505.6 | 2,636.0 | – | 2,636.0 |
| Continuing operations |  |  |  |  |  |  |  |
| Operating profit before share of results of joint ventures |  | 470.2 | (81.1) | 389.1 | 456.3 | (90.4) | 365.9 |
| Share of results of joint ventures | 16 | 1.9 | – | 1.9 | 2.5 | – | 2.5 |
| Operating profit |  | 472.1 | (81.1) | 391.0 | 458.8 | (90.4) | 368.4 |
|  |  |  |  |  |  |  |  |
| Finance costs | 7 | (65.9) | – | (65.9) | (66.4) | – | (66.4) |
| Finance income | 7 | 22.0 | – | 22.0 | 18.7 | – | 18.7 |
| Profit before tax from continuing operations |  | 428.2 | (81.1) | 347.1 | 411.1 | (90.4) | 320.7 |
| Tax (expense) credit | 8 | (118.6) | 86.9 | (31.7) | (110.9) | 20.1 | (90.8) |
| Profit for the year from continuing operations |  | 309.6 | 5.8 | 315.4 | 300.2 | (70.3) | 229.9 |
| Loss for the year from discontinued operations | 9 | – | (2.9) | (2.9) | – | (1.3) | (1.3) |
| Profit (loss) for the year |  | 309.6 | 2.9 | 312.5 | 300.2 | (71.6) | 228.6 |
|  |  |  |  |  |  |  |  |
| Attributable to: |  |  |  |  |  |  |  |
| Equity holders of the Company |  | 309.3 | 2.9 | 312.2 | 299.5 | (71.6) | 227.9 |
| Non-controlling interests |  | 0.3 | – | 0.3 | 0.7 | – | 0.7 |
|  |  | 309.6 | 2.9 | 312.5 | 300.2 | (71.6) | 228.6 |
|  |  |  |  |  |  |  |  |
| Earnings per share | 10 |  |  |  |  |  |  |
| Basic – total operations |  |  |  | 121.1p |  |  | 88.2p |
| Basic – continuing operations |  | 120.0p |  | 122.2p | 115.9p |  | 88.7p |
|  |  |  |  |  |  |  |  |
| Diluted – total operations |  |  |  | 120.3p |  |  | 87.7p |
| Diluted – continuing operations |  | 119.2p |  | 121.4p | 115.3p |  | 88.2p |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 162 |
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C

## onsolidated Statement of Comprehensive Income

### for the year ended

### 31 December 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | Year ended | Year ended |
|  |  | 31 December  2024 | 31 December  2023 |
|  | Note | £m | £m |
| Profit for the year |  | 312.5 | 228.6 |
|  |  |  |  |
| Other comprehensive income (expense) |  |  |  |
| Gains (losses) taken to equity on cash flow hedges |  | 0.8 | (0.4) |
| Gain (cost) of hedging taken to equity on fair value hedges |  | 0.5 | (0.8) |
| Exchange losses on translation of foreign operations |  | (48.7) | (159.1) |
| Exchange (losses) gains on net investment hedges |  | (12.2) | 27.6 |
| Reclassification adjustments on cash flow hedges |  | (0.1) | 0.5 |
| Reclassification adjustments on fair value hedges |  | 0.3 | 0.1 |
| Tax (charge) credit relating to above items | 8 | (0.4) | 0.1 |
| Items that are or may be reclassified to profit or loss in subsequent periods |  | (59.8) | (132.0) |
|  |  |  |  |
| Other comprehensive income (expense) not to be reclassified to profit or loss in subsequent periods |  |  |  |
| Remeasurements on defined benefit plans | 24 | 4.9 | (28.2) |
| Tax (charge) credit relating to above item | 8 | (1.1) | 7.1 |
| Items that will not be reclassified to profit or loss in subsequent periods |  | 3.8 | (21.1) |
|  |  |  |  |
| Net other comprehensive expense |  | (56.0) | (153.1) |
|  |  |  |  |
| Total net comprehensive income for the year |  | 256.5 | 75.5 |
|  |  |  |  |
| Attributable to: |  |  |  |
| Equity holders of the Company |  | 256.4 | 76.1 |
| Non-controlling interests |  | 0.1 | (0.6) |
|  |  | 256.5 | 75.5 |
| Total net comprehensive income (expense) for the year attributable to equity holders of the Company |  |  |  |
| Continuing operations |  | 259.3 | 77.4 |
| Discontinued operations | 9 | (2.9) | (1.3) |
|  |  | 256.4 | 76.1 |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 163 |
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## Consolidated Balance Sheet

at

### 31 December 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | 31 December  2024 | 31 December  2023 |
|  | Note | £m | £m |
| ASSETS |  |  |  |
| Non-current assets |  |  |  |
| Property, plant & equipment | 12 | 498.5 | 490.5 |
| Intangible assets | 13 | 1,270.3 | 1,316.0 |
| Investments in joint ventures | 16 | 12.8 | 12.2 |
| Deferred tax assets | 23 | 192.7 | 111.3 |
| Other receivables | 18 | 44.3 | 53.8 |
| Retirement benefit plan assets | 24 | 32.6 | 30.1 |
| Total non-current assets |  | 2,051.2 | 2,013.9 |
| Current assets |  |  |  |
| Inventories | 17 | 580.1 | 608.1 |
| Trade & other receivables | 18 | 546.7 | 526.2 |
| Derivative financial instruments | 30 | 10.7 | 7.9 |
| Income tax receivable |  | 39.9 | 29.4 |
| Cash & short-term deposits | 19 | 556.4 | 707.2 |
| Total current assets |  | 1,733.8 | 1,878.8 |
| Total assets |  | 3,785.0 | 3,892.7 |
| LIABILITIES |  |  |  |
| Current liabilities |  |  |  |
| Interest-bearing loans & borrowings | 20 | 55.2 | 286.2 |
| Trade & other payables | 21 | 618.7 | 581.3 |
| Derivative financial instruments | 30 | 10.1 | 6.4 |
| Income tax payable |  | 14.5 | 1.9 |
| Provisions | 22 | 48.3 | 47.6 |
| Total current liabilities |  | 746.8 | 923.4 |
| Non-current liabilities |  |  |  |
| Interest-bearing loans & borrowings | 20 | 1,035.8 | 1,111.1 |
| Other payables | 21 | – | 0.6 |
| Derivative financial instruments | 30 | – | 2.3 |
| Provisions | 22 | 77.7 | 80.7 |
| Deferred tax liabilities | 23 | 47.8 | 46.9 |
| Retirement benefit plan deficits | 24 | 23.3 | 28.0 |
| Total non-current liabilities |  | 1,184.6 | 1,269.6 |
| Total liabilities |  | 1,931.4 | 2,193.0 |
| NET ASSETS |  | 1,853.6 | 1,699.7 |
|  |  |  |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | 31 December  2024 | 31 December  2023 |
|  | Note | £m | £m |
| CAPITAL & RESERVES |  |  |  |
| Share capital | 25 | 32.5 | 32.5 |
| Share premium |  | 582.3 | 582.3 |
| Merger reserve |  | 332.6 | 332.6 |
| Treasury shares |  | (37.3) | (29.0) |
| Capital redemption reserve |  | 0.5 | 0.5 |
| Foreign currency translation reserve |  | (299.4) | (238.7) |
| Hedge accounting reserve |  | 2.5 | 1.4 |
| Retained earnings |  | 1,230.7 | 1,008.2 |
| Equity attributable to owners of the Company |  | 1,844.4 | 1,689.8 |
| Non-controlling interests |  | 9.2 | 9.9 |
| TOTAL EQUITY |  | 1,853.6 | 1,699.7 |

The financial statements were approved by the Board of Directors and authorised for issue on

27 February 2025 . The financial statements also comprise the notes on pages 167 to 226.

|  |  |
| --- | --- |
|  |  |
| Jon Stanton.png |  |
| Jon Stanton  Director | Brian Puffer  Director |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 164 |
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## Consolidated Cash Flow Statement

### for the year ended

### 31 December 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | Year ended | Year ended |
|  |  | 31 December  2024 | 31 December  2023 |
|  | Note | £m | £m |
| Total operations |  |  |  |
| Cash flows from operating activities | 26 |  |  |
| Adjusted operating cash flow |  | 591.1 | 525.5 |
| Additional pension contributions paid |  | – | (9.3) |
| Exceptional and other adjusting cash items |  | (30.7) | (18.0) |
| Income tax paid |  | (110.5) | (103.9) |
| Net cash generated from operating activities |  | 449.9 | 394.3 |
|  |  |  |  |
| Cash flows from investing activities |  |  |  |
| Acquisitions of subsidiaries, net of cash acquired | 26 | (1.0) | (6.9) |
| Purchases of property, plant & equipment |  | (67.4) | (79.1) |
| Purchases of intangible assets |  | (5.1) | (7.6) |
| Other proceeds from sale of property, plant &  equipment and intangible assets |  | 3.2 | 4.2 |
| Disposals of discontinued operations, net of cash  disposed and disposal costs | 9,26 | (1.8) | (0.4) |
| Interest received |  | 19.3 | 15.1 |
| Dividends received from joint ventures | 16 | – | 4.1 |
| Net cash used in investing activities |  | (52.8) | (70.6) |
|  |  |  |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | Year ended | Year ended |
|  |  | 31 December  2024 | 31 December  2023 |
|  | Note | £m | £m |
| Cash flows from financing activities |  |  |  |
| Proceeds from borrowings |  | 55.6 | 512.6 |
| Repayments of borrowings |  | (155.3) | (627.6) |
| Lease payments |  | (24.8) | (31.0) |
| Settlement of external debt of subsidiary on acquisition |  | – | (0.2) |
| Settlement of derivative financial instruments |  | (1.7) | (0.5) |
| Interest paid |  | (61.9) | (55.0) |
| Dividends paid to equity holders of the Company | 11 | (99.8) | (95.9) |
| Dividends paid to non-controlling interests |  | (0.8) | (0.9) |
| Purchase of shares for employee share plans |  | (13.2) | (24.0) |
| Net cash used in financing activities |  | (301.9) | (322.5) |
|  |  |  |  |
| Net increase in cash & cash equivalents |  | 95.2 | 1.2 |
| Cash & cash equivalents at the beginning of the year |  | 447.4 | 477.5 |
| Foreign currency translation differences |  | (15.7) | (31.3) |
| Cash & cash equivalents at the end of the year | 19 | 526.9 | 447.4 |

The cash flows from discontinued operations included above are disclosed separately in

no te 9 .

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|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 165 |
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|  |  |  |  |  |  |  |  |  |

## Consolidated Statement of Changes in Equity

### for the year ended

### 31 December 2024

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | Share  capital | Share  premium | Merger  reserve | Treasury  shares | Capital  redemption  reserve | Foreign  currency  translation  reserve | Hedge  accounting  reserve | Retained  earnings | Attributable  to equity  holders of  the  Company | Non-  controlling  interests | Total equity |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 January 2023 | 32.5 | 582.3 | 332.6 | (14.3) | 0.5 | (108.5) | 1.9 | 899.5 | 1,726.5 | 11.4 | 1,737.9 |
| Profit for the year | – | – | – | – | – | – | – | 227.9 | 227.9 | 0.7 | 228.6 |
| Losses taken to equity on cash flow hedges | – | – | – | – | – | – | (0.4) | – | (0.4) | – | (0.4) |
| Cost of hedging taken to equity on fair value  hedges | – | – | – | – | – | – | (0.8) | – | (0.8) | – | (0.8) |
| Exchange losses on translation of foreign operations | – | – | – | – | – | (157.8) | – | – | (157.8) | (1.3) | (159.1) |
| Exchange gains on net investment hedges | – | – | – | – | – | 27.6 | – | – | 27.6 | – | 27.6 |
| Reclassification adjustments on cash flow hedges | – | – | – | – | – | – | 0.5 | – | 0.5 | – | 0.5 |
| Reclassification adjustments on fair value hedges | – | – | – | – | – | – | 0.1 | – | 0.1 | – | 0.1 |
| Remeasurements on defined benefit plans | – | – | – | – | – | – | – | (28.2) | (28.2) | – | (28.2) |
| Tax credit relating to above items | – | – | – | – | – | – | 0.1 | 7.1 | 7.2 | – | 7.2 |
| Total net comprehensive (expense) income for the  year | – | – | – | – | – | (130.2) | (0.5) | 206.8 | 76.1 | (0.6) | 75.5 |
| Cost of share-based payments inclusive of tax  credit | – | – | – | – | – | – | – | 7.1 | 7.1 | – | 7.1 |
| Dividends | – | – | – | – | – | – | – | (95.9) | (95.9) | – | (95.9) |
| Purchase of shares for employee share plans | – | – | – | (24.0) | – | – | – | – | (24.0) | – | (24.0) |
| Dividends paid to non-controlling interests | – | – | – | – | – | – | – | – | – | (0.9) | (0.9) |
| Exercise of share-based payments | – | – | – | 9.3 | – | – | – | (9.3) | – | – | – |
| At 31 December 2023 | 32.5 | 582.3 | 332.6 | (29.0) | 0.5 | (238.7) | 1.4 | 1,008.2 | 1,689.8 | 9.9 | 1,699.7 |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 166 |
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## Consolidated Statement of Changes in Equity

### for t

### he year ended

### 31 December 2024

### continued

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | Share  capital | Share  premium | Merger  reserve | Treasury  shares | Capital  redemption  reserve | Foreign  currency  translation  reserve | Hedge  accounting  reserve | Retained  earnings | Attributable  to equity  holders of  the  Company | Non-  controlling  interests | Total equity |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 January 2024 | 32.5 | 582.3 | 332.6 | (29.0) | 0.5 | (238.7) | 1.4 | 1,008.2 | 1,689.8 | 9.9 | 1,699.7 |
| Profit for the year | – | – | – | – | – | – | – | 312.2 | 312.2 | 0.3 | 312.5 |
| Gains taken to equity on cash flow hedges | – | – | – | – | – | – | 0.8 | – | 0.8 | – | 0.8 |
| Gain of hedging taken to equity on fair value  hedges | – | – | – | – | – | – | 0.5 | – | 0.5 | – | 0.5 |
| Exchange losses on translation of foreign operations | – | – | – | – | – | (48.5) | – | – | (48.5) | (0.2) | (48.7) |
| Exchange losses on net investment hedges | – | – | – | – | – | (12.2) | – | – | (12.2) | – | (12.2) |
| Reclassification adjustments on cash flow hedges | – | – | – | – | – | – | (0.1) | – | (0.1) | – | (0.1) |
| Reclassification adjustments on fair value hedges | – | – | – | – | – | – | 0.3 | – | 0.3 | – | 0.3 |
| Remeasurements on defined benefit plans | – | – | – | – | – | – | – | 4.9 | 4.9 | – | 4.9 |
| Tax charge relating to above items | – | – | – | – | – | – | (0.4) | (1.1) | (1.5) | – | (1.5) |
| Total net comprehensive (expense) income for the  year | – | – | – | – | – | (60.7) | 1.1 | 316.0 | 256.4 | 0.1 | 256.5 |
| Cost of share-based payments inclusive of tax  credit | – | – | – | – | – | – | – | 11.2 | 11.2 | – | 11.2 |
| Dividends | – | – | – | – | – | – | – | (99.8) | (99.8) | – | (99.8) |
| Purchase of shares for employee share plans | – | – | – | (13.2) | – | – | – | – | (13.2) | – | (13.2) |
| Dividends paid to non-controlling interests | – | – | – | – | – | – | – | – | – | (0.8) | (0.8) |
| Exercise of share-based payments | – | – | – | 4.9 | – | – | – | (4.9) | – | – | – |
| At 31 December 2024 | 32.5 | 582.3 | 332.6 | (37.3) | 0.5 | (299.4) | 2.5 | 1,230.7 | 1,844.4 | 9.2 | 1,853.6 |

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 167 |
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|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

1. Authorisation of financial statements and statement of compliance

The Consolidated Financial Statements of The Weir Group PLC  (the ‘Company’) and its

subsidiaries (together, the ‘Group’) for the year ended  31 December 2024 (‘2024’) were

approved and authorised for issue in accordance with a resolution of the Directors on

27 February 2025 . The comparative information is presented for the year ended 31 December

2023 (‘2023’).

The Consolidated Financial Statements of The Weir Group PLC  have been prepared in

accordance with UK-adopted International Accounting Standards and with the requirements

of the Companies Act 2006 as applicable to those companies reporting under those

standards.

The Weir Group PLC is a public limited company , limited by shares, incorporated in Scotland,

United Kingdom and is listed on the London Stock Exchange. The principal activities of the

Group are described in note 4.

2. Accounting policies

Material accounting policies

The Group’s material accounting policies are set out on pages 169 to 176. These accounting

policies have been applied consistently to all periods presented in these Consolidated

Financial Statements.

Basis of preparation

These financial statements are presented in Sterling. All values are rounded to the nearest 0.1

million pounds (£m) except where otherwise indicated.

The financial statements are also prepared on a historic cost basis except where measured at

fair value as outlined in the accounting policies.

Going concern

The Directors have a reasonable expectation that the Group has adequate resources to

continue to operate for a period of at least 12 months from the date of approval of the

financial statements. For this reason, they continue to adopt the going concern basis of

preparing the financial statements. In forming this view the Directors have reviewed the

Group's budget and sensitivity analysis as discussed further in the Directors' report on pages

148 to 151.

Basis of consolidation

The Consolidated Financial Statements include the results, cash flows and assets and liabilities

of The Weir Group PLC and its subsidiaries, and the Group’s share of results of its joint venture.

For consolidation purposes, subsidiaries and joint ventures prepare financial information for

the same reporting period as the Company using consistent accounting policies.

A subsidiary is an entity controlled, either directly or indirectly, by the Company, where control

is achieved when the Group is exposed, or has rights, to variable returns from its involvement

with the investee and has the ability to affect those returns through its power over the

investee. The results of a subsidiary acquired during the period are included in the Group’s

results from the effective date on which control is transferred to the Group. The results of a

subsidiary sold during the period are included in the Group’s results up to the effective date

on which control is transferred out of the Group. All intra-group transactions, balances, income

and expenses are eliminated on consolidation.

Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries

that are not held by the Group and are presented within equity in the Consolidated Balance

Sheet, separately from the equity attributable to owners of the Company.

A full list of the Company’s related undertakings can be found on pages 239 to 245.

New accounting standards, amendments and interpretations

The accounting policies that follow are consistent with those of the previous period, with the

exception of the following standards, amendments and interpretations which are effective for

the year ended 31 December 2024:

– Classification of Liabilities as Current or Non-current liabilities with covenants - Amendments

to IAS 1;

– Lease Liability in Sale and Leaseback - Amendments to IFRS 16; and

– Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7.

The amendments listed above are not considered to have a material impact on the

Consolidated Financial Statements of the Group.

The following new accounting standards and interpretations have been published but are not

mandatory for 31 December 2024:

– IFRS18 Presentation and disclosure in the financial statements;

– Amendments to IAS 21 - Lack of exchangeability; and

– Amendments to IFRS 9 and IFRS 7 - Amendments to the classification and measurement of

financial instruments.

These amendments have not been early adopted by the Group. The impact assessment is

ongoing, however it is expected that IFRS 18 will have a significant impact on the presentation

of the financial statements. The new accounting standard does not impact the recognition

and measurement of the financial statements, however, it will significantly alter the income

statement and related disclosures. The Group is currently considering the requirements of the

new standard and the implications for the financial statements. The initial view is that the

following areas may be impacted.

– The line items presented in the income statement may change as a result of revised

aggregation and disaggregation of information. This will also impact the disclosures in

related notes.

– The presentation of the income statement, including the allocation of results from our joint

venture.

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## Notes to the Group Financial Statements

### continued

– There will also be significant new disclosures for Management Performance Measures (MPM)

and a breakdown of the nature of expenses for line items presented in the income

statement. This disclosure will be dependent on the method of disclosure in the income

statement.

– For the first annual period of application of IFRS 18 a reconciliation will be provided between

the amounts previously presented under IAS 1 and the revised presentation under IFRS 18.

– Goodwill will be disaggregated from intangible assets on the face of the Balance Sheet.

From initial review, the amendments to IAS 21, IFRS 9 and IFRS 7 are not expected to have a

material impact on the Group in the current or future reporting periods.

Climate change

Climate change is considered to be a key element of our overall sustainability strategy. As well

as considering the impact of climate change across our business model, the Directors have

considered the impact on the financial statements in accordance with the Task Force on

Climate-related Financial Disclosures (TCFD) recommendations. Climate change is not

considered to have a material impact on the financial reporting judgements and estimates

arising from our considerations. Overall, sustainability is recognised in the market as a growth

driver for Weir and a key part of our investment case. This is consistent with our assessment

that climate change is not expected to have a detrimental impact on the viability of the Group

in the medium-term. Specifically we note the following:

– The impact of climate change has been included in the modelling to assess the viability and

going concern status of the Group, both in terms of the preparation of our Strategic Plan,

which underpins our viability statement modelling, and the modelling of our severe, but

plausible downside scenarios;

– Our assessment of the carrying value of goodwill and intangible assets included

consideration of scenario analysis of potential climate change on our end-markets and this

did not introduce a set of circumstances that were considered could reasonably lead to an

impairment;

– The impact on the carrying value and useful lives of tangible assets has been considered

and while we continue to invest in projects to reduce our carbon impact, the impact is not

considered to be material on our existing asset base;

– In May 2021, the Group successfully completed the issuance of five-year US$800m

Sustainability-Linked Notes. The cost of meeting our linked targets in 2024 has been

considered within the above modelling and the impact is not material; and

– In June 2023, the Group successfully completed the issuance of five-year £300m

Sustainability-Linked Notes. The cost of meeting our linked targets in 2026 has been

considered within the above modelling and the impact is not material.

Further detail on our science-based targets and performance against them is included in the

Emissions Strategy in the Strategic report.

Prior year restatement

Following the acquisition of Sentiantechnologies AB (SentianAI) during the year ended 31

December 2023, the Group has completed the review of the opening balance sheet position

acquired. As part of this process, the Group has identified that a £0.1m reduction is required to

purchased software within intangible assets on the opening balance sheet which was

reported in the 2023 Annual Report with a corresponding increase of £0.1m to goodwill.

In the 'Investments in joint ventures' note 16 in the 2023 Annual Report, tables were presented

that disclosed the Group's share of its joint venture's revenue, results and balance sheet. The

presentation of these tables has changed so that the total value of the joint venture's revenue,

results and balance sheet are disclosed.

Use of estimates and judgements

The Group’s material accounting policy information is set out below. The preparation of the

Consolidated Financial Statements, in conformity with IFRS, requires management to make

judgements that affect the application of accounting policies and estimates that impact the

reported amounts of assets, liabilities, income and expense.

Management bases these judgements on a combination of past experience, professional

expert advice and other evidence that is relevant to each individual circumstance. Actual

results may differ from these judgements and the resulting estimates, which are reviewed on

an ongoing basis. Revisions to accounting estimates are recognised in the year in which the

estimate is revised.

Areas requiring significant judgement in the current year and on a recurring basis are

presented to the Audit Committee, as summarised on pages 106 to 112.

Critical judgements and estimates

The areas where management considers critical judgements and estimates to be required,

which are areas more likely to be materially adjusted within the next 12 months due to

inherent uncertainty regarding estimates and assumptions, are those in respect of the

following:

Retirement benefits (estimate)

The assumptions underlying the valuation of retirement benefit assets and liabilities include

discount rates, inflation rates and mortality assumptions, which are based on actuarial advice.

Changes in these assumptions could have a material impact on the measurement of the

Group’s retirement benefit obligations. Sensitivities to changes in key assumptions are

provided in note 24.

Provisions (judgement/estimate)

Management judgement is used to determine when a provision is recognised, taking into

account the commercial drivers that gave rise to it, the Group’s previous experience of similar

obligations and the progress of any associated legal proceedings. The calculation of

provisions typically involves management estimates of associated cash flows and discount

rates. The key provision, which currently requires a greater degree of management judgement

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## Notes to the Group Financial Statements

### continued

and estimate is the US asbestos provision and associated insurance asset, details of which are

included in note 22.

Deferred taxation (judgement/estimate)

The level of current and deferred tax recognised in the financial statements is dependent on

subjective judgements as to the interpretation of complex international tax regulations and, in

some cases, the outcome of decisions by tax authorities in various jurisdictions around the

world, together with the ability of the Group to utilise tax attributes within the time limits

imposed by the relevant tax legislation. The value of the recognised US deferred tax asset in

relation to US tax attributes is based on expected future US taxable profits with reference to the

Group's ten-year forecast period and assumptions over the intended use of these tax

attributes during this period. The application of this model and its underlying assumptions

may result in future changes to the deferred tax asset recognised. Please refer to note 23 for

further detail.

Other estimates

Taxation (estimate)

The Group faces a variety of tax risks, which result from operating in a complex global

environment, including the ongoing reform of both international and domestic tax rules in

some of the Group’s larger markets and the challenge to fulfil ongoing tax compliance filing

and transfer pricing obligations given the scale and diversity of the Group’s global operations.

The Group makes provision for open tax issues where it is probable that an exposure will arise

including, in a number of jurisdictions transfer pricing positions which are by nature complex

and can take a number of years to resolve. In all cases, provisions are based on management’s

interpretation of tax law in each country, as supported where appropriate by discussion and

analysis undertaken by the Group’s external advisers, and reflect the single best estimate of

the likely outcome or the expected value for each liability. Provisions for uncertain tax positions

are included in current tax liabilities and total £5.1m at 31 December 2024 (2023: £5.4m).

The Group believes it has made adequate provision for such matters, although it is possible

that amounts ultimately paid will be different from the amounts provided, but not materially

within the next 12 months.

Accounting policies

Adjusting items

In order to provide the users of the Consolidated Financial Statements with a more relevant

presentation of the Group’s performance, statutory results for each year have been analysed

between:

– adjusted results; and

– the effect of adjusting items.

The principal adjusting items are summarised below. These specific items are presented on

the face of the Consolidated Income Statement, along with the related adjusting items'

taxation, to provide greater clarity and a better understanding of the impact of these items on

the Group’s financial performance. In doing so, it also facilitates greater comparison of the

Group’s underlying results with prior years and assessment of trends in financial performance.

This split is consistent with how business performance is measured internally. Adjusted results

and adjusting items are discussed in more detail in note 3.

Intangibles amortisation

Intangibles amortisation is expensed in line with the other intangible assets policy, with

separate disclosure provided to allow visibility of the impact of intangible assets recognised

via acquisition, which primarily relate to items that would not normally be capitalised unless

identified as part of an acquisition opening balance sheet. The ongoing costs associated with

these assets are expensed.

Exceptional items

Exceptional items are items of income and expense which, because of the nature, size and/or

infrequency of the events giving rise to them, merit separate presentation. Exceptional items

may include, but are not restricted to: profits or losses arising on disposal or closure of

businesses; the cost of significant business restructuring; significant impairments of intangible

or tangible assets; adjustments to the fair value of acquisition-related items such as

contingent consideration and inventory; and acquisitions and other items deemed exceptional

due to their significance, size or nature.

Other adjusting items

Other adjusting items are those that do not relate to the Group’s current ongoing trading and,

due to their nature, are treated as adjusting items. For example, these may include, but are not

restricted to, movements in the provision for asbestos-related claims or the associated

insurance assets, which relate to the Flow Control Division that was sold in 2019, but the

provision remains with the Group and is in run-off, or past service costs related to pension

liabilities.

Further analysis of the items included in the column ‘Adjusting items’ in the Consolidated

Income Statement is provided in notes 5 and 6 to the financial statements.

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## Notes to the Group Financial Statements

### continued

Discontinued operations

In compliance with IFRS 5 ‘Non-current assets held for sale and discontinued operations’,

when it is known that a significant component of the Group will be held for sale or disposed

of the results are disclosed within one line in the Consolidated Income Statement, with the

comparative periods also restated. In the Consolidated Balance Sheet, the assets and

liabilities of the component, in the current period only, are reported as current assets/liabilities

held for sale.

As a discontinued operation, the component is measured at the lower of its carrying amount

and fair value less costs to sell. At the time of disposal, the foreign currency translation reserve

will be recycled to the Consolidated Income Statement and included in the gain or loss

on disposal.

Business combinations

The Group applies the acquisition method in accounting for business combinations. The

consideration transferred by the Group to obtain control of a subsidiary is the sum of the fair

values of assets transferred, liabilities incurred and the equity interests issued by the Group,

which includes the fair value of any asset or liability arising from a contingent consideration

arrangement. Any goodwill arising from the business combination is accounted for in line

with the goodwill policy below.

Acquisition costs are expensed as incurred.

On the acquisition of a business, management assesses: (i) the Purchase Price Allocation (PPA)

in order to attribute fair values to separately identifiable intangible assets providing they meet

the recognition criteria; and (ii) the fair values of other assets and liabilities. The fair values of

these intangible assets are dependent on estimates of attributable future revenues, margins

and cash flows, as well as appropriate discount rates. In addition, the allocation of useful lives

to acquired intangible assets requires the application of judgement based on available

information and management expectations at the time of recognition. The valuation of other

tangible assets and liabilities involves aligning accounting policies with those of the Group,

reflecting appropriate external market valuations for property, plant and equipment, assessing

recoverability of receivables and inventory, and exposures to unrecorded liabilities.

Joint venture

The Group has a long-term contractual arrangement with another party, which represents a

joint venture. The Group’s interests in the results and assets and liabilities of its joint venture

are accounted for using the equity method.

This investment is carried in the Consolidated Balance Sheet at cost plus post-acquisition

changes in the Group’s share of net assets less any impairment in value. The Consolidated

Income Statement reflects the share of results of operations of the investment after tax. Where

there has been a change recognised directly in the investee’s equity, the Group recognises its

share of any changes and discloses this when applicable in the Consolidated Statement of

Comprehensive Income.

Any goodwill arising on the acquisition of a joint venture, representing the excess of the cost of

the investment over the Group’s share of the net fair value of the joint venture’s identifiable

assets, liabilities and contingent liabilities, is included in the carrying amount of the joint

venture and is not amortised. To the extent that the net fair value of the joint venture’s

identifiable assets, liabilities and contingent liabilities is greater than the cost of the investment,

a gain is recognised and added to the Group’s share of the joint venture’s profit or loss in the

year in which the investment is acquired.

Foreign currency translation

The financial statements for each of the Group’s subsidiaries and joint ventures are prepared

using their functional currency. The functional currency is the currency of the primary

economic environment in which an entity operates.

At the entity level, transactions denominated in foreign currencies are translated into the

entity’s functional currency at the exchange rate ruling on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are retranslated at the

exchange rate ruling on the balance sheet date. Currency translation differences are

recognised in the Consolidated Income Statement except when hedge accounting is applied

and for differences on monetary assets and liabilities that form part of the Group’s net

investment in a foreign operation. These are recognised in other comprehensive income until

the disposal of the net investment, at which time they are recognised in profit or loss.

On consolidation, the results of foreign operations are translated into Sterling at the average

exchange rate for the year and their assets and liabilities are translated into Sterling at the

exchange rate ruling on the balance sheet date. Currency translation differences, including

those on monetary items that form part of a net investment in a foreign operation, are

recognised in the foreign currency translation reserve and in other comprehensive income.

In the event that a foreign operation is sold, the gain or loss on disposal recognised in the

Consolidated Income Statement is determined after taking into account the cumulative

currency translation differences that are attributable to the operation. As permitted by IFRS 1,

the Group elected to deem cumulative currency translation differences to be £nil as at 27

December 2003. Accordingly, the gain or loss on disposal of a foreign operation does not

include currency translation differences arising before that date.

In the Consolidated Cash Flow Statement, the cash flows of foreign operations are translated

into Sterling at the average exchange rate for the year.

Revenue recognition

Revenue is the consideration the Group expects to receive from customers in exchange for

goods and services. Revenue is recognised in the Consolidated Income Statement when

control of goods and services is transferred to the customer. Transfer of control is deemed to

be over time where the following criteria are met:

– The customer concurrently receives and consumes the benefits from the Group’s

performance;

– The Group’s performance creates or enhances a customer-controlled asset; or

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## Notes to the Group Financial Statements

### continued

– The Group’s performance does not create an asset with an alternative use and the Group

has a right to payment for performance completed to date.

Where the above criteria are not met, then revenue is recognised at a point in time when

control is transferred to the customer.

Revenue is shown net of sales taxes, discounts and after eliminating sales within the Group.

No revenue is recognised where recovery of the consideration is not probable or there are

significant uncertainties regarding associated costs, or the possible return of goods. Variable

consideration is recognised only if it is highly probable that there will not be a significant

revenue reversal. The consideration is an estimation based on the terms of the contract and

other available information. Liquidated damages can result in variable consideration and will

only be recognised as a deduction from revenue where there is a history of recurring

liquidated damages, for example, for the same customer or product line with the value of the

reduction being the most likely amount from a range of possible outcomes. The adjustment

to revenue will be monitored throughout the contract and adjusted as liquidated damages

become more or less likely. Volume discounts are deducted from revenue based on the most

reliable estimates of volumes to be purchased. The timing of payment from customers is

generally aligned to revenue recognition, subject to agreed payment terms usually in line with

industry standards. Certain contracts may include milestone payments which do not

necessarily align to revenue recognition: a contract asset is recorded where revenue is

recognised in advance of customer invoicing, and a contract liability is recognised where cash

is received in advance of revenue recognition.

Sale of goods

This policy is applicable to the sale of both original equipment and spare parts whether sold

individually, in bulk or as part of a cross-selling marketing strategy. Contracts for the provision

of both original equipment and spare parts, and where required services, are combined if one

or more of the following is met:

– The contract achieves a single commercial objective and is negotiated as a package;

– The price or performance of one contract influences the amount of consideration to be paid

in the other contract; or

– The goods or services in the separate contracts represent a single performance obligation.

Each cross-selling contract is reviewed to identify the performance obligations in relation to

original equipment and spare parts with them only being combined if they are not capable of

being distinct and are not distinct in the context of the contract.

Revenue from the sale of goods is recognised in line with incoterms which in the majority of

transactions is at the point of despatch. This reflects when the customer obtains control of the

product and can determine its future use and location.

Where the sale of product requires customer inspection, this is deemed to be part of the main

performance obligation so revenue is not recognised until the inspection has been completed

and approved by the customer. In instances where commissioning is provided, the transfer of

control for the sale of goods is at the point of despatch where commissioning is a separate

performance obligation or once commissioning is complete where combined in the sale of

goods performance obligation. A separate performance obligation for commissioning is

identified where a customer could obtain the same service from a third-party supplier with

revenue in respect of commissioning being recognised once the commissioning is complete.

Provision of services

The revenue recognition of provision of services is dependent on the nature of the contracts.

Shorter-term contracts tend to be for ‘one-off’ service provision, which means the customer

only consumes the benefit from the Group’s performance when the work is complete.

Revenue is therefore recognised at a point in time for such contracts. For other contracts,

revenue from the rendering of services is generally recognised over time where the customer

concurrently receives and consumes a benefit from the Group’s performance over the period

of the contract duration. Revenue from services is recognised in proportion to the stage of

completion of the performance obligations at the balance sheet date. The stage of

completion is assessed by reference to the transfer of control over time, which usually

corresponds to the contractual agreement with each separate customer and the costs

incurred on the contract to date in comparison with the total forecast costs of the contract.

Construction contracts

Revenue for construction contracts is recognised over time as the contracts usually contain

discrete elements separately transferring control to customers over the life of the contract and

the Group’s performance does not create an asset with an alternative use.

The stage of completion of a contract is determined either by reference to the proportion that

contract costs incurred for work performed to date bear to the estimated total contract costs,

or by reference to the completion of a physical proportion of the contract work. Both these

methods are faithful depictions of the transfer of control given the Group has a right to

payment for performance completed to date. The basis used is dependent upon the nature

of the underlying contract. For instances where the work is subject to formal customer

acceptance procedures, revenue will only be recognised once the customer review has been

completed and approved by the customer as this is the point both parties are in agreement

that control has been transferred in line with contract terms. Losses on contracts are

recognised in the year when such losses become probable.

Property, plant & equipment

Property, plant and equipment comprises owned assets and right-of-use assets that do not

meet the definition of investment property.

Owned assets

Owned property, plant and equipment is stated at cost less accumulated depreciation and

any recognised impairment losses. Freehold land and assets under construction are not

depreciated. Depreciation of property, plant and equipment is provided on a straight-line

basis so as to charge the cost less residual value to the Consolidated Income Statement over

the expected useful life of the asset concerned, and is in the following ranges:

Freehold buildings, long leasehold land and buildings10 – 40 years

Plant and equipment  3 – 20 years

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## Notes to the Group Financial Statements

### continued

Right-of-use assets and lease liabilities

At inception of a contract, the Group assesses whether the contract is, or contains, a lease.

A contract is, or contains, a lease if the contract conveys the right to control the use of an

identified asset for a period of time in exchange for consideration. To assess whether a

contract conveys the right to control the use of an identified asset, the Group assesses

whether it has both the right to obtain substantially all of the economic benefits from use

of the identified asset and the right to direct the use of the identified asset throughout the

period of use.

The Group recognises a lease liability and right-of-use asset at the lease commencement

date. The lease liability is initially measured as the present value of the lease payments that are

not paid at the commencement date, discounted using the interest rate implicit in the lease,

or where the interest rate implicit in the lease cannot be readily determined, the Group’s

incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the

discount rate. The Group’s incremental borrowing rate is calculated by taking the government

borrowing rate in any given currency and adding the estimated Group credit spreads for a

variety of tenors. An interpolation is performed annually to obtain one rate for each of the

major lease currencies based on the weighted average life of the lease book.

Lease payments consist of the following components:

– fixed payments, including in-substance fixed payments, less any lease incentives receivable;

– variable lease payments that depend on an index or a rate;

– amounts expected to be payable by the lessee under residual value guarantees;

– the exercise price of a purchase option (if the lessee is reasonably certain to exercise that

option); and

– payments of penalties for terminating the lease (if the lease term reflects the lessee

exercising the option to terminate the lease).

The right-of-use asset is measured as equal to the lease liability and adjusted for:

– lease payments made to the lessor at or before the commencement date;

– lease incentives received;

– initial direct costs associated with the lease; and

– an initial estimate of restoration costs.

The right-of-use asset is depreciated using the straight-line method over the lease term.

In addition, the right-of-use asset is periodically reduced by any impairment losses.

The Group has adopted the exemption available for short-term leases, with payments being

recognised on a straight-line basis over the lease term. Short-term leases are defined as

leases with a lease term of 12 months or less.

The Group has adopted the exemption available for low value assets, with payments being

recognised on a straight-line basis over the lease term. Leases relating to laptops, desktop

computers, mobile phones, photocopiers, printers and other office equipment, where the

asset value is less than £3,500 or the local currency equivalent have been treated as low value.

Where the lease contract meets both short-term and low value exemptions, the annual cost

of the lease is reported within expenses relating to short-term leases.

For each lease, the lease term has been calculated as the non-cancellable period of the lease

contract, except where the Group is reasonably certain that it will exercise contractual

extension options. In assessing whether a lessee is reasonably certain to exercise an option to

extend a lease, or not to exercise an option to terminate a lease, the Group shall consider all

relevant facts and circumstances that create an economic incentive for the lessee to exercise

the option to extend the lease, or not to exercise the option to terminate the lease. In certain

circumstances, the Group will refer to the five-year Strategic Plan period as an appropriate

period to consider whether the ‘reasonably certain’ criteria are met.

Goodwill

Goodwill arises on the acquisition of businesses and represents any excess of the cost of the

acquired entity over the Group’s interest in the fair value of the entity’s identifiable assets,

liabilities and contingent liabilities determined at the date of acquisition. Acquisition costs are

recognised in the Consolidated Income Statement in the year in which they are incurred.

Goodwill in respect of an acquired business is recognised as an intangible asset. Goodwill is

carried at cost less any recognised impairment losses and is tested at least annually or where

there are indicators of impairment.

The carrying amount of goodwill allocated to a cash generating unit is taken into account

when determining the gain or loss on disposal of the unit.

An assessment of probable contingent consideration is recognised at the date of acquisition

or disposal. For acquisitions, subsequent changes to the fair value of the contingent

consideration are adjusted against the cost of acquisition where they qualify as measurement

period adjustments. The measurement period is the period from the date of acquisition to the

date that the Group obtains complete information about facts and circumstances that existed

as of the acquisition date, and is subject to a maximum of one year. If the change does not

qualify as a measurement period adjustment, it is reflected in the Consolidated Income

Statement as an adjusting item. For disposals, any subsequent change in contingent

consideration is adjusted against the disposal proceeds and the gain or loss on disposal.

Other intangible assets

Intangible assets acquired separately are measured at cost on initial recognition. An intangible

resource acquired in a business combination is recognised as an intangible asset if it is

separable from the acquired business or arises from contractual or legal rights and it is

expected to generate future economic benefits.

An intangible asset with a finite life is amortised on a straight-line basis so as to charge its cost,

which in respect of an acquired intangible asset represents its fair value at the acquisition

date, to the Consolidated Income Statement over its expected useful life. An intangible asset

with an indefinite life is not amortised but is tested at least annually for impairment and carried

at cost less any recognised impairment losses.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 173 |
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## Notes to the Group Financial Statements

### continued

Brand names

Brands are recognised as a result of a business combination. The brand is recognised if it is

separable from the remaining business and is expected to generate future economic benefits.

Internally generated brands are not capitalised in accordance with IAS 38 'Intangible assets'.

Brands are fair valued at acquisition and subsequently measured at cost less any accumulated

impairment. All subsequent expenditure is expensed to the Consolidated Income Statement

as incurred.

Due to the long-term nature of the brands and there being no foreseeable limit to the period

over which they are determined to generate economic benefit, the Group has assessed that

they have indefinite useful lives, with the exception of Motion Metrics, which is amortised over

15 years. An annual impairment exercise is completed for brands with an indefinite useful life,

to confirm that the value in use, based on discounted cash flows, exceeds the carrying value.

Customer and distributor relationships

Customer and distributor relationships are recognised as part of a business combination if

they are separable from the acquired business or arise from contractual or legal rights. They

represent the relationships that the acquiree has built up over a significant period of time and

will provide repeat custom to the business which will generate future economic benefit.

The assets are initially recorded at fair value at acquisition and subsequently recognised at

cost less accumulated amortisation and impairment. All subsequent expenditure is charged to

the Consolidated Income Statement as incurred. Amortisation is charged to the Consolidated

Income Statement over the useful life of the asset. The useful life can vary depending on the

circumstances of each acquisition. The useful lives range from five to 30 years.

If there are any indicators of impairment an assessment of the value in use of the relationships

is completed. If the carrying value exceeds the value in use, the variance is accounted for as an

impairment to the asset with a corresponding charge to the Consolidated Income Statement.

Software

Software assets can be purchased, acquired or internally generated. Software that is not an

integral part of related hardware is recognised as an intangible asset.

Software is recognised at cost less accumulated amortisation and impairment. Amortisation is

spread over the estimated useful life of the software which can range from four to eight years.

Software as a Service (SaaS) arrangements provide the Group with the right to access cloud-based

software applications over a contractual period. The software remains the intellectual property of

the developer and as a result, the Group does not recognise an intangible asset in relation to

subscription fees and costs incurred to customise or configure the software. The related costs are

recognised in the Consolidated Income Statement when the service is received.

Costs incurred to enhance or develop an existing intangible asset or develop new software

code that meet the definition and recognition criteria of an intangible asset are capitalised

as intangible software assets. Amortisation is recognised over the expected useful life of

the software.

Trademarks and intellectual property

Trademarks and intellectual property are legally protected rights that are expected to

generate future revenues. On acquisition, they are measured at fair value based on

discounted expected cash flows. Assets are subsequently held at cost less accumulated

amortisation and impairment.

The assets are amortised based on the period in which the legal protection is in place or the

asset is expected to generate revenues. The amortisation period for the currently capitalised

trademarks ranges from six to 15 years.

Other

Other intangible assets are stated at cost less accumulated amortisation and any recognised

impairment losses. The expected useful life of other intangible assets is up to six years.

Research & development costs

All research expenditure is charged to the Consolidated Income Statement in the year in

which it is incurred.

Development expenditure is charged to the Consolidated Income Statement in the year in

which it is incurred unless it relates to the development of a new product or technology and

meets the following requirements:

– it is incurred after the technical feasibility and commercial viability of the product has been

proven;

– the development costs can be measured reliably;

– future economic benefits are probable; and

– the Group intends, and has sufficient resources, to complete the development and to use or

sell the asset.

Any such capitalised development expenditure is amortised on a straight-line basis so it is

charged to the Consolidated Income Statement over the expected life of the resulting product

or technology.

Government grants

Government grants are recognised at their fair value where it is certain that the grant will be

received and the Group will comply with all attached conditions. Government grants relating

to costs are deferred and recognised in the income statement over the period necessary to

match them with the costs they are intended to compensate. Government grants relating to

the purchase of property, plant and equipment are deducted in arriving at the carrying

amount of the related asset.

Impairment of non-current assets

All non-current assets are tested for impairment whenever events or circumstances indicate

that their carrying values might be impaired. Additionally, goodwill and intangible assets with

an indefinite life are subject to an annual impairment test.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 174 |
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## Notes to the Group Financial Statements

### continued

An impairment loss is recognised to the extent that an asset’s carrying value exceeds its

recoverable amount, which represents the higher of the asset’s fair value less costs to sell and

its value in use. An asset’s value in use represents the present value of the future cash flows

expected to be derived from the asset. Where it is not possible to estimate the recoverable

amount of an individual asset, the impairment test is conducted for the cash generating unit

to which it belongs. Similarly, the recoverable amount of goodwill is determined by reference

to the discounted future cash flows of the cash generating units to which it is allocated.

Impairment losses are recognised in the Consolidated Income Statement. Impairment losses

recognised in previous periods for an asset other than goodwill are reversed if there has been

a change in the estimates used to determine the asset’s recoverable amount. The carrying

amount of an asset shall not be increased above the carrying amount that would have been

determined had no impairment loss been recognised for the asset in prior periods.

Impairment losses recognised in respect of goodwill are not reversed.

Inventories

Inventories are valued at the lower of cost and net realisable value, with due allowance for any

obsolete or slow-moving items. Cost represents the expenditure incurred in bringing

inventories to their existing location and condition, and comprises the cost of raw materials,

direct labour costs, other direct costs and related production overheads. Raw material cost is

generally determined on a first-in, first-out basis. Net realisable value is the estimated selling

price less costs to complete and sell.

Financial assets & liabilities

The Group’s principal financial assets and liabilities, other than derivatives, comprise bank

overdrafts, short-term borrowings, loans and fixed-rate notes, cash and short-term deposits.

The Group also has other financial assets and liabilities such as trade receivables, trade

payables and leases which arise directly from its operations. Other receivables include non-

current assets in relation to an insurance policy held for a grantor trust. This Trust Owned Life

Insurance policy is held at fair value, which is equivalent to its surrender value.

A financial asset is generally derecognised when the contract that gives rise to it is settled,

sold, cancelled or expires.

A financial liability is derecognised when the obligation under the liability is discharged,

cancelled or expires. Where an existing financial liability is replaced by another from the same

lender on substantially different terms, or the terms of an existing liability are substantially

modified, such an exchange or modification is treated as a derecognition of the original

liability and the recognition of a new liability, such that the difference in the respective carrying

amounts together with any costs or fees incurred are recognised in profit or loss. Under IFRS 9

'Financial instruments', where the modification is not substantial, the modified cash flows are

discounted at the original effective interest rate to determine a revised carrying amount of the

liability, with any difference in carrying amount recognised in the Income Statement.

Reimbursement asset

The Group has several insurance policies in place with regards to legal claims in relation to

alleged asbestos exposure as discussed in note 22. In accordance with IAS 37 ‘Provisions,

contingent liabilities and contingent assets’, a reimbursement asset is only recognised when it

is virtually certain that the asset will be received and there is a corresponding liability

recognised. The value recognised is the lower of the amount confirmed by the insurer under

the policy and the provision for the related liability. If receipt of the asset is probable the asset

is not recognised but disclosed.

Trade receivables

Trade receivables, which are generally of a short-term nature, are recognised at original

invoice amount where the consideration is unconditional. If they contain significant financing

components, trade receivables are instead recognised at fair value. The Group holds trade

receivables to collect the contractual cash flows and therefore measures them subsequently

at amortised cost using the effective interest method. Details of the Group’s impairment

policies and the calculation of the loss allowance are provided in note 18 and the policy

in respect of invoice discounting is included in note 30.

Cash & cash equivalents

Cash and cash equivalents comprise cash in hand, deposits available on demand and other

short-term highly liquid investments with a maturity on acquisition of three months or less

and bank overdrafts and short-term borrowings with a maturity on acquisition of three

months or less. Bank overdrafts are presented as current liabilities to the extent that there is no

right of offset with cash balances.

Trade payables

Trade payables are recognised and carried at original invoice amount. The Group’s supply

chain financing programme policy and assessment for the year is provided in note 21.

Interest-bearing loans & borrowings

Obligations for loans and borrowings are recognised when the Group becomes party to the

related contracts and are measured initially at fair value less directly attributable transaction

costs. After initial recognition, interest-bearing loans and borrowings are subsequently

measured at amortised cost using the effective interest method. Amortised cost is calculated

by taking into account any issue costs and any discount or premium on settlement.

Borrowings are classified as current liabilities unless the Group has an unconditional right to

settle the liability at least 12 months after the balance sheet date.

The Group has Sustainability-Linked Notes with interest rates which are linked to the

achievement of Sustainability Performance Targets (SPT). After initial recognition, these

Sustainability-Linked Notes are measured at amortised cost using the effective interest rate

method. In the event that the SPTs are not expected to be achieved, consideration will be

given to the impact on cash flows on the Sustainability-Linked Notes. Under IFRS 9 'Financial

instruments', where the modification is not substantial, the modified cash flows are discounted

at the original effective interest rate to determine a revised carrying amount of the liability,

with any difference in carrying amount recognised in the Income Statement.

Provisions, contingent liabilities & contingent assets

A provision is recognised in the Consolidated Balance Sheet when the Group has a legal or

constructive obligation as a result of a past event, the obligation can be estimated reliably and

it is probable that an outflow of economic benefits will be required to settle the obligation. If

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 175 |
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## Notes to the Group Financial Statements

### continued

the effect is material, provisions are determined by discounting the expected future cash flows

at a pre-tax rate that reflects current market assessments of the time value of money and,

where appropriate, the risks specific to the liability.

A contingent liability is disclosed if there is a possible obligation as a result of a past event that

might, but will probably not, require an outflow of economic benefits; or there is a present

obligation as a result of a past event that probably requires an outflow of economic benefits,

but where the obligation cannot be measured reliably.

A contingent asset is disclosed if an inflow of economic benefits is probable arising from past

events and whose existence will be confirmed only by the occurrence or non-occurrence of

one or more uncertain future events not wholly within the control of the entity.

Derivative financial instruments & hedge accounting

The Group uses derivative financial instruments, principally forward foreign currency contracts

and cross-currency swaps, to reduce its exposure to exchange rate movements. The Group also

uses foreign currency borrowings as a hedge of its exposure to foreign exchange risk on its

investments in foreign subsidiaries. Additionally, the Group periodically uses interest rate swaps

to manage its exposure to interest rate risk. The Group does not hold or issue derivatives for

speculative or trading purposes.

Derivative financial instruments are recognised as assets and liabilities measured at their fair values

at the balance sheet date. The fair value of forward foreign currency contracts is calculated as the

present value of the estimated future cash flows based on spot and forward foreign exchange

rates and counterparty and the Group’s own credit risk. The fair value of interest rate swaps and

cross-currency swaps is calculated as the present value of the estimated future cash flows based

on interest rate curves, spot foreign exchange rates, and counterparty and own credit risk. Changes

in their fair values are recognised in the Consolidated Income Statement, except where hedge

accounting is used, provided the conditions specified by IFRS 9 are met. Hedge accounting is

applied in respect of hedge relationships where it is both permissible under IFRS 9 and practical

to do so. When hedge accounting is used, the relevant hedging relationships are classified as fair

value hedges, cash flow hedges or net investment hedges, as appropriate.

Where the hedging relationship is classified as a fair value hedge, the carrying amount of the

hedged asset or liability will be adjusted by the increase or decrease in its fair value attributable

to the hedged risk and the resulting gain or loss will be recognised in the Consolidated Income

Statement where, to the extent that the hedge is effective, it will be offset by the change in the fair

value of the hedging instrument.

For fair value hedges in which the spot element of the hedging instrument has been

designated to the hedge, the changes in the forward element of the hedging instrument is

recognised within other comprehensive income in the costs of hedging reserve within equity.

Where the hedging relationship is classified as a cash flow or net investment hedge, to the extent

that the hedge is effective, changes in the fair value of the hedging instrument will be recognised

directly in other comprehensive income. For the cash flow hedge, when the hedged asset or liability

is recognised in the financial statements, the accumulated gains and losses recognised in other

comprehensive income will be either recycled to the income statement or, if the hedged item

results in a non-financial asset, will be recognised as adjustments to its initial carrying amount. For

net investment hedges, gains and losses on hedging instruments designated as hedges of the net

investments in foreign operations are recognised in other comprehensive income to the extent

that the hedging relationship is effective. Gains and losses accumulated in the foreign currency

translation reserve are recycled to the income statement when the foreign operation is disposed of.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or

exercised, or no longer qualifies for hedge accounting. At that point in time, any cumulative gain or

loss on the hedging instrument recognised through other comprehensive income is kept in equity

until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the

net cumulative gain or loss that was reported in equity is immediately reclassified to the income

statement in the period.

Derivatives embedded in non-derivative host contracts, which are not already measured at fair

value through profit or loss, are recognised separately as derivative financial instruments when

their risks and characteristics are not closely related to those of the host contract and the host

contract is not stated at its fair value with changes in its fair value recognised in the Consolidated

Income Statement.

Where items are recognised in the Consolidated Income Statement, these are presented within

operating profit or finance costs dependent on their nature.

Share-based payments

Equity settled share-based incentives are provided to employees under the Group’s Share

Reward Plan (SRP), formerly the Long Term Incentive Plan (LTIP), the Weir ShareBuilder Plan

(WSBP) and as a consequence of occasional one-off conditional awards made to employees.

The fair value of SRP awards and one-off conditional awards at the date of the grant is

calculated using appropriate option pricing models and the cost is recognised on a straight-

line basis over the vesting period. Adjustments are made to reflect expected and actual

forfeitures during the vesting period due to failure to satisfy service or performance

conditions, where applicable. The conditions of the SRP for the Executive Directors, which took

effect in 2018, are summarised in the Directors’ Remuneration Policy, which can be found on

the Company’s website at [corporategovernance.weir](https://www.global.weir/investors/corporate-governance/). The conditions of the SRP for Senior

Management are summarised in note 28.

The fair value of WSBP awards at grant date is calculated as the share price at the date of the

grant less an adjustment for loss of reinvestment return on the dividend equivalent. There are

no performance conditions attached to these awards, but participants who leave the

Company prior to vesting lose their right to the awards. The terms of the share awards

granted under the WSBP are set out on the plan’s website at [sharebuilder.weir](https://microsites.computershare.com/Weir_Group/Microsite/index.html) .

Treasury shares

The Weir Group PLC shares held by the Company, or those held in Trust, are classified in

Shareholders’ equity as treasury shares and are recognised at cost. Consideration received for the

sale of such shares is also recognised in equity, with any difference between the proceeds from

sale and the original cost being taken directly to retained earnings. No gain or loss is recognised in

total comprehensive income on the purchase, sale, issue or cancellation of equity shares.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 176 |
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## Notes to the Group Financial Statements

### continued

Post-employment benefits

Post-employment benefits comprise pension benefits provided to certain current and former

employees in the UK, US and Canada and post-retirement healthcare benefits provided to

certain employees in the US.

For defined benefit pension and post-retirement healthcare plans, the annual service cost is

calculated using the projected unit credit method and is recognised over the future service

lives of participating employees, in accordance with the advice of qualified actuaries. Current

service cost and administration expenses are recognised in operating costs and net interest

on the net pension liability is recognised in finance costs.

The finance cost recognised in the Consolidated Income Statement in the year reflects the net

interest on the net pension liability/asset. This represents the change in the net pension

liability/asset resulting from the passage of time, and is determined by applying the discount

rate to the opening net liability/asset, taking into account employer contributions paid into the

plan, and hence reducing or increasing the net liability/asset, during the year.

Past service costs resulting from enhanced benefits are recognised immediately in the

Consolidated Income Statement. Actuarial gains and losses, which represent differences

between interest on the plan assets, experience on the benefit obligation and the effect of

changes in actuarial assumptions, are recognised in full in other comprehensive income in the

year in which they occur.

The defined benefit liability or asset recognised in the Consolidated Balance Sheet comprises

the net total for each plan of the present value of the benefit obligation, using a discount rate

based on yields at the balance sheet date on appropriate high quality corporate bonds that

have maturity dates approximating the terms of the Group’s obligations and are denominated

in the currency in which the benefits are expected to be paid minus the fair value of the plan

assets, if any, at the balance sheet date. The balance sheet asset recognised is limited to the

present value of economic benefits which may be available for the Group to recover by way of

refunds or a reduction in future contributions. In order to calculate the present value of

economic benefits, consideration is also given to any minimum funding requirements.

For defined contribution plans, the cost represents the Group’s contributions to the plans and

these are charged to the Consolidated Income Statement in the year in which they fall due,

along with any associated administration costs.

Taxation

Current tax is the amount of tax payable or recoverable in respect of the taxable profit or loss for

the year.

Deferred tax liabilities represent tax payable in future years in respect of taxable temporary

differences. Deferred tax assets represent tax recoverable in future years in respect of deductible

temporary differences, the carry forward of unutilised tax losses and the carry forward of unused tax

credits. Deferred tax is measured on an undiscounted basis using the tax rates and laws that have

been enacted or substantively enacted at the balance sheet date and are expected to apply when

the deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax is recognised on temporary differences between the carrying amount of an asset or

liability in the balance sheet and its tax base with the following exceptions:

-Deferred tax arising from the initial recognition of goodwill, or of an asset or liability in a

transaction that is not a business combination, that, at the time of the transaction, affects neither

accounting nor taxable profit or loss, is not recognised;

-Deferred tax is provided on temporary differences arising on investments in subsidiaries and joint

ventures, except where the timing of the reversal of the temporary difference can be controlled

and it is probable that the temporary difference will not reverse in the foreseeable future; and

-A deferred tax asset is recognised only to the extent that it is probable that future taxable profits

will be available against which the asset can be utilised.

Current and deferred tax is recognised in the Consolidated Income Statement except if it relates to

an item recognised directly in equity, in which case it is recognised directly in equity.

The Group also recognises provisions in the Consolidated Balance Sheet for uncertain tax positions

as disclosed above in other accounting estimates.

3. Alternative performance measures

The Consolidated Financial Statements of The Weir Group PLC have been prepared in

accordance with UK-adopted International Accounting Standards and with the requirements

of the Companies Act 2006 as applicable to those companies reporting under those

standards. In measuring our performance, the financial measures that we use include those

that have been derived from our reported results in order to eliminate factors which we

believe distort period-on-period comparisons. These are considered alternative performance

measures. This information, along with comparable GAAP measurements, is useful to investors

in providing a basis for measuring our operational performance. Our management uses these

financial measures, along with the most directly comparable GAAP financial measures, in

evaluating our performance and value creation. Alternative performance measures should not

be considered in isolation from, or as a substitute for, financial information in compliance with

GAAP. Alternative performance measures as reported by the Group may not be comparable

with similarly titled amounts reported by other companies.

Below we set out our definitions of alternative performance measures and provide

reconciliations to relevant GAAP measures.

Adjusted results and adjusting items

The Consolidated Income Statement presents Statutory results, which are provided on a GAAP

basis, and Adjusted results (non-GAAP), which are management’s primary area of focus when

reviewing the performance of the business. Adjusting items represent the difference between

Statutory results and Adjusted results and are defined within the accounting policies section

above. The accounting policy for Adjusting items should be read in conjunction with this note.

Details of each adjusting item are provided in note  6. We consider this presentation to be

helpful as it allows greater comparability of the underlying performance of the business from

year to year.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 177 |
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## Notes to the Group Financial Statements

### continued

Adjusted EBITDA

EBITDA is operating profit from continuing operations, before exceptional items, other

adjusting items, intangibles amortisation, and excluding depreciation of owned assets and

right-of-use assets. EBITDA is a widely used measure of a company's profitability of its

operations before any effects of indebtedness, taxes or costs required to maintain its asset

base. EBITDA is used in conjunction with other GAAP and non-GAAP financial measures to

assess our operational performance. A reconciliation of EBITDA to the closest equivalent GAAP

measure, operating profit, is provided.

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| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Continuing operations |  |  |
| Operating profit | 391.0 | 368.4 |
| Adjusted for: |  |  |
| Exceptional and other adjusting items (note 6) | 60.4 | 64.9 |
| Adjusting amortisation (note 6) | 20.7 | 25.5 |
| Adjusted operating profit | 472.1 | 458.8 |
| Non-adjusting amortisation (note 5 ) | 12.0 | 12.2 |
| Adjusted earnings before interest, tax and amortisation (EBITA) | 484.1 | 471.0 |
| Depreciation of owned property, plant & equipment (note 12 ) | 45.9 | 39.9 |
| Depreciation of right-of-use property, plant & equipment (note 12 ) | 31.9 | 31.6 |
| Adjusted earnings before interest, tax, depreciation and  amortisation (EBITDA) | 561.9 | 542.5 |

Adjusted operating cash flow

Adjusted operating cash flow is the equivalent of net cash generated from operations before

additional pension contributions, exceptional and other adjusting cash items and income tax

paid as shown in the cash flow statement and associated notes to the financial statements.

This is a useful measure to view or assess the underlying cash generation of the business from

its operating activities. A reconciliation to the GAAP measure ‘Net cash generated from

operating activities’ is provided in the Consolidated Cash Flow Statement.

Free operating cash flow and free cash flow

Free operating cash flow (FOCF) is defined as adjusted operating cash flow amended for net

capital expenditure, lease payments, dividends received from joint ventures and purchase of

shares for employee share plans. FOCF provides a useful measure of the cash flows generated

directly from the operational activities after taking into account other cash flows closely

associated with maintaining daily operations.

Free cash flow (FCF) is defined as FOCF further adjusted for net interest, income taxes,

settlement of derivative financial instruments, additional pension contributions and non-

controlling interest dividends. FCF reflects an additional way of viewing our available funds that

we believe is useful to investors as it represents cash flows that could be used for repayment

of debt, dividends, exceptional and other adjusting items, or to fund our strategic initiatives,

including acquisitions, if any.

The reconciliation of adjusted operating cash flows to FOCF and subsequently FCF is as follows.

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 178 |
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## Notes to the Group Financial Statements

### continued

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| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Adjusted operating cash flow | 591.1 | 525.5 |
| Net capital expenditure from purchase & disposal of property, plant  & equipment and intangibles | (69.3) | (82.5) |
| Lease payments | (24.8) | (31.0) |
| Dividends received from joint ventures | – | 4.1 |
| Purchase of shares for employee share plans | (13.2) | (24.0) |
| Free operating cash flow (FOCF) | 483.8 | 392.1 |
|  |  |  |
| Net interest paid | (42.6) | (39.9) |
| Income tax paid | (110.5) | (103.9) |
| Settlement of derivative financial instruments | (1.7) | (0.5) |
| Additional pension contributions paid | – | (9.3) |
| Dividends paid to non-controlling interests | (0.8) | (0.9) |
| Free cash flow (FCF) | 328.2 | 237.6 |

Free operating cash conversion

Free operating cash conversion is a non-GAAP key performance measure defined as free

operating cash flow divided by adjusted operating profit on a total Group basis. The measure

is used by management to monitor the Group's ability to generate cash relative to operating

profits.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Adjusted operating profit | 472.1 | 458.8 |
|  |  |  |
| Free operating cash flow | 483.8 | 392.1 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Free operating cash conversion % | 102% | 85% |

Working capital as a percentage of sales

Working capital as a percentage of sales is calculated based on working capital as reflected

below, divided by revenue, as included in the Consolidated Income Statement. It is a measure

used by management to monitor how efficiently the Group is managing its investment in

working capital relative to revenue growth.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Working capital as included in the Consolidated Balance Sheet |  |  |
| Other receivables | 44.3 | 53.8 |
| Inventories | 580.1 | 608.1 |
| Trade & other receivables | 546.7 | 526.2 |
| Derivative financial instruments (note 30 ) | 0.6 | (0.8) |
| Trade & other payables | (618.7) | (581.3) |
| Other payables | – | (0.6) |
|  | 553.0 | 605.4 |
| Adjusted for: |  |  |
| Insurance contract assets (note 18 ) | (46.8) | (57.5) |
| Interest accruals | 12.6 | 12.3 |
| Deferred consideration (note 21) | 0.6 | 1.6 |
|  | (33.6) | (43.6) |
|  |  |  |
| Working capital | 519.4 | 561.8 |
| Revenue | 2,505.6 | 2,636.0 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Working capital as a percentage of sales | 20.7% | 21.3% |

Net debt

Net debt is a widely used liquidity metric calculated by taking cash and cash equivalents less

total current and non-current debt. A reconciliation of net debt to cash and short-term

deposits and interest-bearing loans and borrowings is provided in note 26. It is a useful

measure used by management and investors when monitoring the capital management of

the Group. Net debt, excluding lease liabilities and converted at the exchange rates used in the

preparation of the Consolidated Income Statement, is also the basis for covenant reporting as

included in note 31.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 179 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Return on Capital Employed (ROCE)

ROCE is a key metric which is used to analyse the Group’s profitability and capital efficiency.

ROCE is calculated as Adjusted Earnings Before Interest & Tax (Adjusted EBIT) from continuing

operations divided by the average capital employed. Adjusted EBIT represents the Group’s

statutory operating profit adjusted for exceptional and other adjusting items. Capital

employed represents the Group’s net assets adjusted for third party net debt, Trust Owned

Life Insurance policy investments and the IAS 19 pension asset net of deferred tax.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Continuing operations |  |  |
| Operating profit | 391.0 | 368.4 |
| Adjusted for: |  |  |
| Exceptional and other adjusting items (note 6) | 60.4 | 64.9 |
| Adjusted earnings before interest and tax (Adjusted EBIT) | 451.4 | 433.3 |
|  |  |  |
| Net assets | 1,853.6 | 1,699.7 |
| Adjusted for: |  |  |
| Third party net debt (note 26) | 534.6 | 690.1 |
| Trust Owned Life Insurance policy investments (note 18) | (42.7) | (42.6) |
| IAS 19 Pension asset (note 24) | (9.3) | (2.1) |
| Deferred tax on pension assets (note 23) | 2.6 | 0.9 |
| Capital employed | 2,338.8 | 2,346.0 |
| Average capital employed | 2,342.4 | 2,412.1 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| ROCE | 19.3% | 18.0% |

4. Segment information

Continuing operations includes two operating Divisions: Minerals and ESCO. These two

Divisions are organised and managed separately based on the key markets served and each

is treated as an operating segment and a reportable segment under IFRS 8 'Operating

segments'. The operating and reportable segments were determined based on the reports

reviewed by the Chief Executive Officer, which are used to make operational decisions.

The Minerals segment is a global leader in engineering, manufacturing and service processing

technology used in abrasive, high-wear mining applications. Its differentiated technology is

also used in infrastructure and general industrial markets. The ESCO segment is a global leader

in the provision of Ground Engaging Tools (GET) for large mining machines. It operates

predominantly in mining and infrastructure markets where its highly engineered technology

improves productivity through extended wear life, increased safety and reduced energy

consumption.

Following the acquisition of Sentiantechnologies AB (SentianAI) on 21 November 2023, this

entity has been included in the Minerals segment. SentianAI is a developer of innovative

cloud-based Artificial Intelligence solutions to the mining industry.

The Chief Executive Officer assesses the performance of the operating segments based on

operating profit from continuing operations before exceptional and other adjusting items

(‘segment result’). Finance income and expenditure and associated interest-bearing liabilities

and financing derivative financial instruments are not allocated to segments as all treasury

activity is managed centrally by the Group Treasury function. The amounts provided to the

Chief Executive Officer with respect to assets and liabilities are measured in a manner

consistent with that of the financial statements. The assets are allocated based on the

operations of the segment and the physical location of the asset. The liabilities are allocated

based on the operations of the segment.

Transfer prices between business segments are set on an arm’s length basis, in a manner

similar to transactions with third parties.

The segment information for the reportable segments for 2024 and 2023 is disclosed below.

Information related to discontinued operations is included in note  9.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 180 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Minerals | | ESCO | | Total continuing  operations | |
|  | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m | £m | £m |
| Revenue |  |  |  |  |  |  |
| Sales to external customers | 1,817.5 | 1,937.4 | 688.1 | 698.6 | 2,505.6 | 2,636.0 |
| Inter-segment sales | 0.1 | 0.1 | 1.5 | 2.5 | 1.6 | 2.6 |
| Segment revenue | 1,817.6 | 1,937.5 | 689.6 | 701.1 | 2,507.2 | 2,638.6 |
| Eliminations |  |  |  |  | (1.6) | (2.6) |
|  |  |  |  |  | 2,505.6 | 2,636.0 |
|  |  |  |  |  |  |  |
| Sales to external customers – 2023 at 2024  average exchange rates | | | | | | |
| Sales to external customers | 1,817.5 | 1,848.1 | 688.1 | 679.5 | 2,505.6 | 2,527.6 |
|  |  |  |  |  |  |  |
| Segment result |  |  |  |  |  |  |
| Segment result before share of results  of joint ventures | 382.8 | 375.7 | 127.4 | 119.4 | 510.2 | 495.1 |
| Share of results of joint ventures | – | – | 1.9 | 2.5 | 1.9 | 2.5 |
| Segment result | 382.8 | 375.7 | 129.3 | 121.9 | 512.1 | 497.6 |
| Corporate expenses |  |  |  |  | (40.0) | (38.8) |
| Adjusted operating profit |  |  |  |  | 472.1 | 458.8 |
| Adjusting items |  |  |  |  | (81.1) | (90.4) |
| Net finance costs |  |  |  |  | (43.9) | (47.7) |
| Profit before tax from continuing operations | | | | | 347.1 | 320.7 |
|  |  |  |  |  |  |  |
| Segment result – 2023 at 2024 average exchange rates | | | |  |  |  |
| Segment result before share of results  of joint ventures | 382.8 | 352.5 | 127.4 | 115.9 | 510.2 | 468.4 |
| Share of results of joint ventures | – | – | 1.9 | 2.5 | 1.9 | 2.5 |
| Segment result | 382.8 | 352.5 | 129.3 | 118.4 | 512.1 | 470.9 |
| Corporate expenses |  |  |  |  | (40.0) | (37.9) |
| Adjusted operating profit |  |  |  |  | 472.1 | 433.0 |

Revenues from any single external customer do not exceed 10% of Group revenue.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Minerals | | ESCO | | Total continuing  operations | |
|  | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m | £m | £m |
| Timing of revenue recognition |  |  |  |  |  |  |
| At a point in time | 1,724.1 | 1,825.2 | 669.0 | 685.3 | 2,393.1 | 2,510.5 |
| Over time | 93.5 | 112.3 | 20.6 | 15.8 | 114.1 | 128.1 |
| Segment revenue | 1,817.6 | 1,937.5 | 689.6 | 701.1 | 2,507.2 | 2,638.6 |
| Eliminations |  |  |  |  | (1.6) | (2.6) |
|  |  |  |  |  | 2,505.6 | 2,636.0 |

Geographical information

Geographical information in respect of revenue for 2024 and 2023 is disclosed below.

Revenues are allocated based on the location to which the product is shipped.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Revenue by geography |  |  |
| UK | 17.7 | 23.9 |
| US | 402.5 | 412.4 |
| Canada | 386.5 | 420.8 |
| Asia Pacific | 306.3 | 347.4 |
| Australasia | 437.5 | 412.4 |
| South America | 535.1 | 576.3 |
| Middle East & Africa | 312.8 | 317.4 |
| Europe | 107.2 | 125.4 |
| Revenue | 2,505.6 | 2,636.0 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 181 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| An analysis of the Group's revenue is as follows: |  |  |
| Original equipment | 492.3 | 552.3 |
| Aftermarket parts | 1,797.7 | 1,864.3 |
| Sales of goods | 2,290.0 | 2,416.6 |
| Provision of services – aftermarket | 190.6 | 160.7 |
| Construction contracts – original equipment | 21.1 | 54.3 |
| Subscription services | 3.9 | 4.4 |
| Revenue | 2,505.6 | 2,636.0 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Minerals | | ESCO | | Total Group | |
|  | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m | £m | £m |
| Assets & liabilities |  |  |  |  |  |  |
| Intangible assets | 532.6 | 567.9 | 737.7 | 748.0 | 1,270.3 | 1,315.9 |
| Property, plant & equipment | 309.8 | 312.3 | 179.9 | 168.4 | 489.7 | 480.7 |
| Working capital assets | 854.0 | 844.9 | 273.6 | 288.1 | 1,127.6 | 1,133.0 |
|  | 1,696.4 | 1,725.1 | 1,191.2 | 1,204.5 | 2,887.6 | 2,929.6 |
| Investments in joint ventures | – | – | 12.8 | 12.2 | 12.8 | 12.2 |
| Segment assets | 1,696.4 | 1,725.1 | 1,204.0 | 1,216.7 | 2,900.4 | 2,941.8 |
| Corporate assets |  |  |  |  | 884.6 | 950.9 |
| Total assets |  |  |  |  | 3,785.0 | 3,892.7 |
|  |  |  |  |  |  |  |
| Working capital liabilities | 507.0 | 476.6 | 126.8 | 129.9 | 633.8 | 606.5 |
| Segment liabilities | 507.0 | 476.6 | 126.8 | 129.9 | 633.8 | 606.5 |
| Corporate liabilities |  |  |  |  | 1,297.6 | 1,586.5 |
| Total liabilities |  |  |  |  | 1,931.4 | 2,193.0 |
|  |  |  |  |  |  |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Minerals | | ESCO | | Total Group | |
|  | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m | £m | £m |
| Other segment information - total Group | |  |  |  |  |  |
| Segment additions to non-  current assets | 78.5 | 79.7 | 33.1 | 46.6 | 111.6 | 126.3 |
| Corporate additions to non-current assets | | | | | 0.2 | 1.3 |
| Total additions to non-current assets | | | | | 111.8 | 127.6 |
|  |  |  |  |  |  |  |
| Other segment information - total Group | |  |  |  |  |  |
| Segment depreciation &  amortisation | 69.9 | 65.0 | 39.1 | 42.2 | 109.0 | 107.2 |
| Segment impairment of  property, plant & equipment | 7.2 | 1.4 | – | – | 7.2 | 1.4 |
| Segment impairment of  intangible assets | 18.6 | – | – | – | 18.6 | – |
| Corporate depreciation & amortisation | | | | | 1.5 | 2.0 |
| Total depreciation, amortisation & impairment | | | | | 136.3 | 110.6 |

Corporate assets primarily comprise cash and short-term deposits, asbestos-related

insurance asset, Trust Owned Life Insurance policy investments, derivative financial

instruments, income tax receivable, deferred tax assets and elimination of intercompany

assets as well as those assets which are used for general head office purposes. Corporate

liabilities primarily comprise interest-bearing loans and borrowings, and related interest

accruals, derivative financial instruments, income tax payable, provisions, deferred tax liabilities,

elimination of intercompany liabilities and retirement benefit deficits as well as liabilities

relating to general head office activities. Segment additions to non-current assets include

right-of-use assets.

Geographical information

Geographical information in respect of non-current assets for 2024 and 2023 is disclosed

below. Assets are allocated based on the location of the assets and operations. Non-current

assets consist of property, plant & equipment, intangible assets and investments in joint

ventures.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 182 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Non-current assets by geography |  |  |
| UK | 299.4 | 308.8 |
| US | 697.9 | 707.6 |
| Canada | 155.5 | 168.8 |
| Asia Pacific | 204.2 | 195.1 |
| Australasia | 198.2 | 201.8 |
| South America | 69.5 | 81.4 |
| Middle East & Africa | 103.5 | 97.6 |
| Europe | 53.4 | 57.6 |
| Non-current assets | 1,781.6 | 1,818.7 |

5. Revenues & expenses

The following disclosures are given in relation to continuing operations.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Year ended 31 December 2024 | | | Year ended 31 December 2023 | | |
|  | Adjusted  results | Adjusting  items | Statutory  results | Adjusted  results | Adjusting  items | Statutory  results |
|  | £m | £m | £m | £m | £m | £m |
| A reconciliation of revenue to operating profit is as follows: | | | | | | |
| Revenue | 2,505.6 | – | 2,505.6 | 2,636.0 | – | 2,636.0 |
| Cost of sales | (1,485.2) | (12.4) | (1,497.6) | (1,641.1) | (1.6) | (1,642.7) |
| Gross profit | 1,020.4 | (12.4) | 1,008.0 | 994.9 | (1.6) | 993.3 |
| Other operating income | 7.4 | – | 7.4 | 5.9 | – | 5.9 |
| Selling & distribution costs | (292.5) | (1.0) | (293.5) | (291.4) | (2.4) | (293.8) |
| Administrative expenses | (265.1) | (67.7) | (332.8) | (253.1) | (86.4) | (339.5) |
| Share of results of joint ventures | 1.9 | – | 1.9 | 2.5 | – | 2.5 |
| Operating profit | 472.1 | (81.1) | 391.0 | 458.8 | (90.4) | 368.4 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Year ended 31 December 2024 | | | Year ended 31 December 2023 | | |
|  | Adjusted  results | Adjusting  items | Statutory  results | Adjusted  results | Adjusting  items | Statutory  results |
|  | £m | £m | £m | £m | £m | £m |
| Operating profit from continuing operations is stated after charging (crediting): | | | | | | |
| Cost of inventories recognised  as an expense | 1,485.2 | – | 1,485.2 | 1,641.1 | – | 1,641.1 |
| Depreciation of property, plant &  equipment (note  12) | 77.8 | – | 77.8 | 71.5 | – | 71.5 |
| Lease expenses (note 12) | 13.7 | – | 13.7 | 14.5 | – | 14.5 |
| Amortisation of intangible assets  (note  13) | 12.0 | 20.7 | 32.7 | 12.2 | 25.5 | 37.7 |
| Research & development costs | 46.5 | – | 46.5 | 46.4 | – | 46.4 |
| Net foreign exchange losses | 7.5 | – | 7.5 | 9.2 | – | 9.2 |
| Net impairment charge of trade  receivables (note 18) | 1.2 | – | 1.2 | 1.5 | 1.9 | 3.4 |
| Government grants | (4.2) | – | (4.2) | (1.0) | – | (1.0) |
| Exceptional and other adjusting  items (note 6)1 | – | 60.4 | 60.4 | – | 63.0 | 63.0 |

1. Items not separately disclosed above.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Employee benefits expense |  |  |
| Wages & salaries | 534.8 | 549.3 |
| Social security costs | 48.3 | 47.5 |
| Other pension costs |  |  |
| Defined benefit plans | – | 0.1 |
| Defined contribution plans | 29.3 | 29.0 |
| Share-based payments – equity settled transactions (note 28) | 10.4 | 7.0 |
|  | 622.8 | 632.9 |

Details of Directors’ remuneration is disclosed in note 29.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 183 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | Number | Number |
| The average monthly number of people employed by the Company and its subsidiaries is  as follows: | | |
| Minerals | 8,677 | 9,185 |
| ESCO | 2,541 | 2,577 |
| Group companies | 433 | 301 |
|  | 11,651 | 12,063 |

At 31 December 2024, the total number of people employed by the Group, including

contingent workers, was 11,830 ( 2023: 12,391).

Auditors' remuneration

The total fees payable by the Group to our auditors for work performed in respect of the audit

and other services provided to the Company and its subsidiary companies during the year are

disclosed below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Fees payable to the Company's auditors for the audit of the  Company and Consolidated Financial Statements | 2.4 | 2.2 |
| Fees payable to the Company's auditors for other services |  |  |
| The audit of the Company's subsidiaries | 1.7 | 1.8 |
| Audit-related assurance services | 0.1 | 0.1 |
| Other non-audit services | – | 0.2 |

6. Adjusting items

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Recognised in arriving at operating profit from continuing operations | | |
| Intangibles amortisation (note 5) | (20.7) | (25.5) |
| Exceptional items |  |  |
| Acquisition and integration related costs | (0.1) | (0.7) |
| Performance Excellence programme | (35.7) | (28.8) |
| Russian operations wind down | 0.3 | 7.7 |
| Impairment of intangibles | (18.6) | – |
| Legal claims | (0.5) | – |
| Other restructuring and rationalisation activities | – | 0.1 |
|  | (54.6) | (21.7) |
| Other adjusting items |  |  |
| Asbestos-related provision | (5.8) | (43.2) |
| Total adjusting items | (81.1) | (90.4) |
|  |  |  |
| Recognised in arriving at operating loss from discontinued operations | | |
| Exceptional items |  |  |
| Finalisation of Oil & Gas related tax assessment | (2.9) | (1.3) |
| Total adjusting items (note 9) | (2.9) | (1.3) |

Continuing operations

Intangibles amortisation

Intangibles amortisation of £20.7m (2023 : £25.5m) relates to acquisition related assets.

Exceptional items

Exceptional items in the year include £0.1m   of acquisition and integration related costs ( 2023:

£0.7m). These costs were cash settled during the year.

Exceptional items in the year include a charge of £35.7m (2023: £28.8m) in relation to the

Group’s ongoing Performance Excellence programme. This three-year programme aims to

transform the way we work with more agile and efficient business processes, focused on

customer and service-delivery. The programme, as outlined in the Chief Executive Officer's

Strategic report, includes capacity optimisation, lean processes and functional transformation

pillars. Costs of £20.5m have been recognised under the functional transformation pillar as

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 184 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

costs associated with establishing Weir Business Services. Also within Performance Excellence,

£15.2m has been recognised under the capacity optimisation and lean processes pillars for

costs associated with the consolidation and optimisation of Minerals manufacturing facilities,

service centres and distribution footprints together with simplification and automation of our

product design and configuration. This has resulted in an exceptional cash outflow in the year,

in respect of the Performance Excellence programme, of £27.9m.

During the year, an exceptional credit of £0.3m (2023: £7.7m) has been recognised in relation

to previously impaired receivables balances relating to the wind down of Russia operations in

2022. The prior year exceptional credit related to previously impaired receivables and

inventory balances from the wind down of Russia operations.

A decision was taken in the year to rebrand certain products within the Minerals Division and

this has resulted in the write down of the Trio brand name to nil. An exceptional impairment

loss of £18.6m has been recognised in the year (note 13).

Also included within exceptional items is £0.5m relating to legacy legal claims (2023: £nil).

Other adjusting items

A charge of £5.8m (2023: £43.2m) has been recorded primarily in respect of movements in the

US asbestos-related liability and associated insurance asset that relate to legacy products sold

by a US-based subsidiary of the Group. Further details of this are included in note 22.

Adjusting items tax credit

The adjusting items tax credit of £86.9m (2023: £20.1m) is explained in note 8.

Discontinued operations

Exceptional items

A charge of £2.9m (2023: £1.3m) has been recognised in the year in relation to the finalisation

of certain tax indemnities under the sale and purchase agreement for the Oil & Gas Division,

which was disposed of in 2021 (note 9).

7. Finance (costs) income

Finance costs

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Interest payable on financial liabilities | (55.1) | (54.1) |
| Interest and finance charges payable on lease liabilities | (5.9) | (4.8) |
| Change in fair value of forward points in cross-currency swaps and  forward contracts | (0.3) | (0.1) |
| Finance charges related to committed loan facilities | (3.0) | (5.2) |
| Finance charges related to discounting of trade receivables | (0.4) | (0.7) |
| Other finance costs – retirement benefits | (1.2) | (1.5) |
|  | (65.9) | (66.4) |

Finance income

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Interest receivable on financial assets | 20.7 | 16.1 |
| Other finance income – retirement benefits | 1.3 | 2.6 |
|  | 22.0 | 18.7 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 185 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

8. Tax expense

Income tax (expense) credit from total operations

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | 2024 | 2023 |  |  |  |
|  | £m | £m |  |  |  |
| Consolidated Income Statement |  |  |  |  |  |
| Current income tax |  |  |  |  |  |
| UK corporation tax | – | 3.9 |  |  |  |
| Adjustments in respect of previous years | (1.4) | (1.3) |  |  |  |
| Total UK corporation tax | (1.4) | 2.6 |  |  |  |
| Foreign tax | (114.0) | (115.3) |  |  |  |
| Adjustments in respect of previous years | 2.6 | 1.9 |  |  |  |
| Total current income tax | (112.8) | (110.8) |  |  |  |
|  |  |  |  |  |  |
| Deferred income tax |  |  |  |  |  |
| Origination & reversal of temporary differences | 12.7 | 21.1 |  |  |  |
| Adjustment to estimated recoverable deferred tax assets | 67.6 | 0.2 |  |  |  |
| Effect of changes in tax rates | – | (4.1) |  |  |  |
| Adjustments in respect of previous years | 0.8 | 2.8 |  |  |  |
| Total deferred tax1 | 81.1 | 20.0 |  |  |  |
|  |  |  |  |  |  |
| Total income tax expense in the Consolidated Income Statement | (31.7) | (90.8) |  |  |  |
|  |  |  |  |  |  |
| Total income tax expense is attributable to: |  |  |  |  |  |
| Profit from continuing operations | 31.7 | 90.8 |  |  |  |
|  | 31.7 | 90.8 |  |  |  |

1. Includes £64.8m of a deferred tax credit relating to foreign tax (2023: £10.5m credit).

The total income tax expense is disclosed in the Consolidated Income Statement, as follows.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | 2024 | 2023 |  |
|  |  | £m | £m |  |
| Tax (expense) credit | – adjusted results | (118.6) | (110.9) |  |
|  | – adjusting items | 86.9 | 20.1 |  |
| Continuing operations income tax expense in the Consolidated  Income Statement | | (31.7) | (90.8) |  |
| Total income tax expense in the Consolidated Income Statement | | (31.7) | (90.8) |  |

The tax c redit of £86.9m (2023: £20.1m) which has been recognised in adjusting items

includes £4.2m (2023: £5.6m) in respect of adjusting intangibles amortisation and impairment,

and a credit of £1.3m (2023: £10.1m) which primarily relates to the US asbestos-related

provision. The remaining £ 81.4m (2023: £4.4m) relates to exceptional and other adjusting

items and includes a credit of £68.5m relating to the recognition of US deferred tax assets that

were previously unrecognised and which relate to the disposal of Seaboard International LLC

as part of the Group's divestiture of its Oil & Gas Division in 2021.

The total deferred tax included in the income tax expense is detailed in note 23.

Tax relating to items (charged) credited to equity from continuing operations

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Consolidated Statement of Comprehensive Income |  |  |
| Deferred tax – origination & reversal of temporary differences | (1.1) | 7.5 |
| Deferred tax – effect of change in tax rates | – | (0.4) |
| Tax (charge) credit on actuarial gains/losses on retirement  benefits | (1.1) | 7.1 |
| Tax (charge) credit on hedge losses | (0.4) | 0.1 |
| Tax (charge) credit in the Consolidated Statement of  Comprehensive Income | (1.5) | 7.2 |
| Consolidated Statement of Changes in Equity |  |  |
| Deferred tax on share-based payments | 0.8 | 0.1 |
| Tax credit in the Consolidated Statement of Changes in Equity | 0.8 | 0.1 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 186 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Reconciliation of the total tax charge from total operations

The tax charge ( 2023: charge) in the Consolidated Income Statement for the year is lower

(2023: higher) than the weighted average of standard rates of corporation tax across the

Group of 27.5% (2023: 28.1%). The differences are reconciled below.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | 2024 | 2023 |
|  |  | £m | £m |
| Profit before tax from continuing operations | | 347.1 | 320.7 |
| Loss before tax from discontinued operations | | (2.9) | (1.3) |
| Profit before tax | | 344.2 | 319.4 |
|  |  |  |  |
| At the weighted average of standard rates of corporation tax  across the Group of 27.5% (2023 : 28.1%) | | 94.7 | 89.6 |
| Adjustments in respect of previous years | – current tax | (1.2) | (0.6) |
|  | – deferred tax | (0.8) | (2.8) |
| Joint ventures | | (0.5) | (0.6) |
| Movement in unrecognised deferred tax assets | | (67.6) | (0.2) |
| Overseas tax on unremitted earnings | | (0.5) | (1.2) |
| Income not taxable and expenses not deductible | | 5.6 | 5.6 |
| Effect of changes in tax rates | | – | 4.1 |
| Exceptional and other adjusting items ineligible for tax | | 2.0 | (3.1) |
| At effective tax rate of 9.2% (2023: 28.5%) | | 31.7 | 90.8 |

Exceptional and other adjusting items ineligible for tax have increased from a reduction of

£3.1m in 2023 to an increase of £2.0m in 2024. This relates to the finalisation of certain tax

indemnities under the sale and purchase agreement for the Oil & Gas Division, which was

disposed of in 2021.

Credit arising from movement in unrecognised deferred tax assets increased from a credit of

£0.2m in 2023 to a credit of £67.6m in 2024. The 2024 movement relates to a debit for non-

recognition of losses in China with a tax value of £0.9m and a credit for recognition of losses in

the US which were previously unrecognised. The losses arose on the disposal of Seaboard

International as part of the Group's divestiture of its Oil & Gas Division in 2021, and have been

recognised in the period following the finalisation of the supporting US tax technical analysis.

The net impact of this recognition is a credit of £68.5m.

The Group’s provision for overseas tax on unremitted earnings increased from a reduction of

£1.2m in 2023 to a reduction of £0.5m in 2024.

Income not taxable and expenses not deductible have remained in line with the £5.6m

increase to tax in 2023. This includes irrecoverable withholding tax on dividends and royalties,

and Research and Development tax credits.

9. Discontinued operations

In the year ended 31 December 2024,   a charge of £2.9m (2023: £1.3m) has been recognised

in relation to the finalisation of certain tax indemnities under the sale and purchase agreement

for the Oil & Gas Division, which was disposed of in 2021. Total current year investing cash

outflows from discontinued operations related to the charge in the period are £1.8m (2023:

£0.4m).

For full disclosure of the disposal of the Oil & Gas Division refer to note 8 of the Group's 2021

Annual Report and Financial Statements.

Loss per share

Loss per share from discontinued operations were as follows.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | pence | pence |
| Basic | (1.1) | (0.5) |
| Diluted | (1.1) | (0.5) |

The loss per share figures were derived by dividing the net loss attributable to equity holders

of the Company from discontinued operations by the weighted average number of ordinary

shares, for both basic and diluted amounts, shown in note 10.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 187 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

10. Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable

to equity holders of the Company by the weighted average number of ordinary shares in

issue after deducting the own shares held by employee share ownership trusts and treasury

shares. Diluted earnings per share is calculated by dividing the net profit attributable to equity

holders of the Company by the weighted average number of ordinary shares outstanding

during the year, adjusted for the effect of dilutive share awards.

The following reflects the earnings used in the calculation of earnings per share.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Profit attributable to equity holders of the Company |  |  |
| Total operations1 | 312.2 | 227.9 |
| Continuing operations1 | 315.1 | 229.2 |
| Continuing operations before adjusting items1 | 309.3 | 299.5 |

The following reflects the share numbers used in the calculation of earnings per share, and the

difference between the weighted average share capital for the purposes of the basic and the

diluted earnings per share calculations.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | Shares  million | Shares  million |
| Weighted average number of ordinary shares for basic earnings per  share | 257.8 | 258.4 |
| Effect of dilution: employee share awards | 1.7 | 1.4 |
| Adjusted weighted average number of ordinary shares for diluted  earnings per share | 259.5 | 259.8 |

The profit attributable to equity holders of the Company used in the calculation of both basic

and diluted earnings per share from continuing operations before adjusting items is

calculated as follows.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Net profit attributable to equity holders from continuing  operations 1 | 315.1 | 229.2 |
| Adjusting items net of tax | (5.8) | 70.3 |
| Net profit attributable to equity holders from continuing  operations before adjusting items | 309.3 | 299.5 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | pence | pence |
| Basic earnings per share |  |  |
| Total operations1 | 121.1 | 88.2 |
| Continuing operations1 | 122.2 | 88.7 |
| Continuing operations before adjusting items1 | 120.0 | 115.9 |
|  |  |  |
| Diluted earnings per share |  |  |
| Total operations1 | 120.3 | 87.7 |
| Continuing operations1 | 121.4 | 88.2 |
| Continuing operations before adjusting items1 | 119.2 | 115.3 |

1. Adjusted for a profit of £ 0.3m (2023: £0.7m) in respect of non-controlling interests for total operations.

There have been 20,768 share awards (2023: nil) vested between the reporting date and the

date of signing of these financial statements. They were settled out of existing shares held in

trust.

Loss per share from discontinued operations is disclosed in note 9.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 188 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

11. Dividends paid & proposed

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Declared & paid during the year |  |  |
| Equity dividends on ordinary shares |  |  |
| Final dividend for 2023: 20.8p (2022: 19.3p) | 53.7 | 49.9 |
| Interim dividend for 2024: 17.9p (2023: 17.8p) | 46.1 | 46.0 |
|  | 99.8 | 95.9 |
| Proposed for approval by Shareholders at the  Annual General Meeting |  |  |
| Final dividend for 2024: 22.1p (2023: 20.8p) | 56.9 | 53.6 |

The current year dividend is in line with the capital allocation policy announced in our 2020

Annual Report and Financial Statements, under which the Group intends to distribute 33% of

adjusted earnings by way of dividend. As a result, dividend cover in 2024 is 3.0 times.

The proposed dividend is based on the number of shares in issue, excluding treasury shares

held, at the date that the financial statements were approved and authorised for issue. The

final dividend may differ due to increases or decreases in the number of shares in issue

between the date of approval of this Annual Report and Financial Statements and the record

date for the final dividend.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 189 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

12. Property, plant & equipment

Property, plant & equipment comprises owned and right-of-use assets that do not meet the definition of investment property.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | Owned land &  buildings | Owned plant &  equipment | Total owned  property, plant  & equipment | Right-of-use  land &  buildings | Right-of-use  plant &  equipment | Total right-of-  use property,  plant &  equipment | Total property,  plant &  equipment |
|  | £m | £m | £m | £m | £m | £m | £m |
| Cost |  |  |  |  |  |  |  |
| At 1 January 2023 | 146.2 | 577.2 | 723.4 | 164.2 | 33.7 | 197.9 | 921.3 |
| Additions | 3.1 | 83.6 | 86.7 | 25.8 | 7.5 | 33.3 | 120.0 |
| Disposals | (0.9) | (15.9) | (16.8) | (7.8) | (4.2) | (12.0) | (28.8) |
| Reclassifications to inventory | – | (0.2) | (0.2) | – | – | – | (0.2) |
| Reclassifications | 5.9 | (5.9) | – | (0.1) | 0.1 | – | – |
| Reassessments and modifications | – | – | – | 3.0 | 0.5 | 3.5 | 3.5 |
| Inflation adjustment | – | 2.0 | 2.0 | – | – | – | 2.0 |
| Exchange adjustment | (8.1) | (36.1) | (44.2) | (7.7) | (1.7) | (9.4) | (53.6) |
| At 31 December 2023 | 146.2 | 604.7 | 750.9 | 177.4 | 35.9 | 213.3 | 964.2 |
| Additions | 5.1 | 66.9 | 72.0 | 28.8 | 5.9 | 34.7 | 106.7 |
| Disposals | (2.2) | (35.9) | (38.1) | (13.5) | (5.1) | (18.6) | (56.7) |
| Reclassifications to intangible assets (note 13) | – | (0.1) | (0.1) | – | – | – | (0.1) |
| Reclassifications between owned plant & equipment and right-of-use assets | – | 0.9 | 0.9 | – | (0.9) | (0.9) | – |
| Reclassifications to inventory | – | 0.2 | 0.2 | – | – | – | 0.2 |
| Reclassifications | 28.9 | (28.9) | – | 2.2 | (2.2) | – | – |
| Reassessments and modifications | – | – | – | 0.6 | 0.2 | 0.8 | 0.8 |
| Inflation adjustment | – | 1.3 | 1.3 | – | – | – | 1.3 |
| Exchange adjustment | (3.8) | (19.7) | (23.5) | (6.5) | (1.3) | (7.8) | (31.3) |
| At 31 December 2024 | 174.2 | 589.4 | 763.6 | 189.0 | 32.5 | 221.5 | 985.1 |
|  |  |  |  |  |  |  |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 190 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | Owned land &  buildings | Owned plant &  equipment | Total owned  property, plant  & equipment | Right-of-use  land &  buildings | Right-of-use  plant &  equipment | Total right-of-  use property,  plant &  equipment | Total property,  plant &  equipment |
|  | £m | £m | £m | £m | £m | £m | £m |
| Accumulated depreciation & impairment |  |  |  |  |  |  |  |
| At 1 January 2023 | 42.5 | 325.2 | 367.7 | 73.3 | 18.1 | 91.4 | 459.1 |
| Depreciation charge for the year | 4.8 | 35.1 | 39.9 | 24.0 | 7.6 | 31.6 | 71.5 |
| Impairment during the year | 0.9 | 0.5 | 1.4 | – | – | – | 1.4 |
| Disposals | (0.8) | (14.9) | (15.7) | (7.1) | (4.1) | (11.2) | (26.9) |
| Reclassifications | (0.1) | 0.1 | – | – | – | – | – |
| Reassessments and modifications | – | – | – | (2.3) | (0.3) | (2.6) | (2.6) |
| Inflation adjustment | – | 1.6 | 1.6 | – | – | – | 1.6 |
| Exchange adjustment | (2.7) | (23.2) | (25.9) | (3.7) | (0.8) | (4.5) | (30.4) |
| At 31 December 2023 | 44.6 | 324.4 | 369.0 | 84.2 | 20.5 | 104.7 | 473.7 |
| Depreciation charge for the year | 5.8 | 40.1 | 45.9 | 24.3 | 7.6 | 31.9 | 77.8 |
| Impairment during the year | 5.1 | 2.1 | 7.2 | – | – | – | 7.2 |
| Disposals | (1.6) | (32.7) | (34.3) | (12.3) | (5.1) | (17.4) | (51.7) |
| Reclassifications between owned plant & equipment and right-of-use assets | – | 0.9 | 0.9 | – | (0.9) | (0.9) | – |
| Reclassifications | 4.5 | (4.5) | – | (0.5) | 0.5 | – | – |
| Reassessments and modifications | – | – | – | (3.9) | – | (3.9) | (3.9) |
| Inflation adjustment | – | 1.1 | 1.1 | – | – | – | 1.1 |
| Exchange adjustment | (1.3) | (12.0) | (13.3) | (3.4) | (0.9) | (4.3) | (17.6) |
| At 31 December 2024 | 57.1 | 319.4 | 376.5 | 88.4 | 21.7 | 110.1 | 486.6 |
|  |  |  |  |  |  |  |  |
| Net book value at 31 December 2022 | 103.7 | 252.0 | 355.7 | 90.9 | 15.6 | 106.5 | 462.2 |
| Net book value at 31 December 2023 | 101.6 | 280.3 | 381.9 | 93.2 | 15.4 | 108.6 | 490.5 |
| Net book value at 31 December 2024 | 117.1 | 270.0 | 387.1 | 100.6 | 10.8 | 111.4 | 498.5 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 191 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Owned property, plant & equipment

In 2024, an impairment of £7.2m (2023: £1.4m) has been recognised in relation to the capacity

optimisation pillar of Performance Excellence. Impairment in the prior year relates to the

cessation of capital expenditure projects in the United States and Australia totalling £0.9m

and £0.5m respectively.

In  2024, the inflation adjustment recorded was to increase cost by £1.3m (2023: £2.0m) and

increase accumulated depreciation by £1.1m (2023: £1.6m). The inflation adjustments relate

to owned plant and equipment assets located in Argentina, within the Minerals Division.

Inflation adjustments were recorded in accordance with IAS 29 'Financial Reporting in

Hyperinflationary Economies'.

The carrying amount of assets under construction included in plant and equipment is £48.9m

(2023: £64.7m).

Right-of-use assets

The Group leases many assets, including buildings, vehicles, forklifts, photocopiers and

printers, machinery and IT equipment. Building lease terms are negotiated on an individual

basis and contain a wide range of terms from one to 20 years. The average lease term is

approximately five years. Plant and equipment lease terms range from one to 16 years, with

an average lease term of approximately four years. The current and non-current lease

liabilities are disclosed in notes 20 and 30 respectively. The maturity analysis of contractual

undiscounted cash flows is included in note 30. The following table shows the breakdown

of the lease expense between amounts charged to operating profit and amounts charged

to finance costs in the Consolidated Income Statement in the year.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Depreciation of right-of-use assets | (31.9) | (31.6) |
| Expenses relating to short-term leases | (10.9) | (11.3) |
| Expenses relating to leases of low value assets, excluding short-  term leases of low value | (1.9) | (2.3) |
| Income from sub-leasing right-of-use assets | 0.3 | 0.4 |
| Expenses relating to variable lease payments not included in the  measurement of lease liabilities | (1.2) | (1.3) |
| Charge to operating profit | (45.6) | (46.1) |
| Finance cost - interest expense related to lease liabilities | (5.9) | (4.8) |
| Charge to profit before tax from continuing operations | (51.5) | (50.9) |

The total cash outflow in the year, which includes right-of-use cash flows and associated

finance costs, as well as cash flows for the above expenses, is £44.5m (2023: £50.7m). Future

cash outflows from leases not yet commenced to which the Group is committed total £56.0m

(2023: £32.8m).

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 192 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

13. Intangible assets

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Goodwill | Brand names | Customer &  distributor  relationships | Purchased  software | Intellectual  property &  trademarks | Development  costs | Other | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| Cost |  |  |  |  |  |  |  |  |
| At 1 January 2023 | 881.5 | 289.1 | 193.4 | 98.5 | 136.2 | 49.7 | 75.0 | 1,723.4 |
| Additions | – | – | – | 6.7 | – | 0.9 | – | 7.6 |
| Acquisitions (restated note 2) | 6.0 | – | – | 0.7 | – | – | – | 6.7 |
| Disposals | – | – | – | (0.8) | – | (0.7) | (0.4) | (1.9) |
| Inflation adjustment | – | – | – | 0.1 | – | – | – | 0.1 |
| Exchange adjustment | (44.9) | (14.9) | (10.1) | (5.2) | (6.4) | (0.4) | (4.1) | (86.0) |
| Restated at 31 December 2023 | 842.6 | 274.2 | 183.3 | 100.0 | 129.8 | 49.5 | 70.5 | 1,649.9 |
| Additions | – | – | – | 3.0 | – | 2.1 | – | 5.1 |
| Disposals | – | – | – | (5.0) | (53.3) | (1.1) | (1.9) | (61.3) |
| Reclassifications from property, plant & equipment (note 12) | – | – | – | 0.1 | – | – | – | 0.1 |
| Reclassifications | – | – | (0.1) | 0.1 | – | – | – | – |
| Inflation adjustment | – | – | – | 0.1 | – | – | – | 0.1 |
| Exchange adjustment | (2.1) | 4.6 | 1.3 | (2.6) | (4.7) | (0.5) | 1.2 | (2.8) |
| At 31 December 2024 | 840.5 | 278.8 | 184.5 | 95.7 | 71.8 | 50.0 | 69.8 | 1,591.1 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 193 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Goodwill | Brand names | Customer &  distributor  relationships | Purchased  software | Intellectual  property &  trademarks | Development  costs | Other | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m |
| Accumulated amortisation & impairment | | | | | | | | |
| At 1 January 2023 | 3.4 | 0.3 | 90.9 | 60.3 | 79.1 | 40.7 | 38.8 | 313.5 |
| Charge for the year | – | 0.2 | 6.1 | 10.3 | 12.9 | 1.8 | 6.4 | 37.7 |
| Disposals | – | – | – | (0.7) | – | (0.7) | (0.2) | (1.6) |
| Inflation adjustment | – | – | – | 0.1 | – | – | – | 0.1 |
| Exchange adjustment | (0.3) | – | (5.0) | (3.2) | (4.6) | (0.3) | (2.4) | (15.8) |
| At 31 December 2023 | 3.1 | 0.5 | 92.0 | 66.8 | 87.4 | 41.5 | 42.6 | 333.9 |
| Charge for the year | – | 0.2 | 5.5 | 10.6 | 8.8 | 1.4 | 6.2 | 32.7 |
| Impairment during the year | – | 18.6 | – | – | – | – | – | 18.6 |
| Disposals | – | – | – | (4.9) | (53.3) | (1.1) | (1.9) | (61.2) |
| Reclassifications | – | – | (0.1) | 0.1 | – | – | – | – |
| Inflation adjustment | – | – | – | 0.1 | – | – | – | 0.1 |
| Exchange adjustment | 0.1 | 0.4 | (0.1) | (2.9) | (1.4) | (0.2) | 0.8 | (3.3) |
| At 31 December 2024 | 3.2 | 19.7 | 97.3 | 69.8 | 41.5 | 41.6 | 47.7 | 320.8 |
|  |  |  |  |  |  |  |  |  |
| Net book value at 31 December 2022 | 878.1 | 288.8 | 102.5 | 38.2 | 57.1 | 9.0 | 36.2 | 1,409.9 |
| Net book value at 31 December 2023 (restated note 2) | 839.5 | 273.7 | 91.3 | 33.2 | 42.4 | 8.0 | 27.9 | 1,316.0 |
| Net book value at 31 December 2024 | 837.3 | 259.1 | 87.2 | 25.9 | 30.3 | 8.4 | 22.1 | 1,270.3 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 194 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Acquisitions in the prior year of £6.7m relate to the acquisition of Sentiantechnologies AB

(SentianAI), which was acquired on 21 November 2023.

In 2024 , the inflation adjustment recorded was to increase cost by £0.1 m (2023: £0.1m) and

increase accumulated amortisation by £ 0.1m (2023: £0.1m). The inflation adjustments related

to purchased software assets located in Argentina, within the Minerals Division. Inflation

adjustments were recorded in accordance with IAS 29 'Financial Reporting in Hyperinflationary

Economies'.

The carrying amount of assets under construction included in intangible assets is £2.1m

(2023: £3.9 m).

Brand names, with the exception of the Motion Metrics™ brand name, have been assigned

an indefinite useful life and as such are not amortised, but are tested annually for impairment,

as detailed in note 15. A decision was taken in the year to rebrand certain products within

the Minerals Division and this has resulted in the write down of the Trio brand name to £nil.

An exceptional impairment loss of £18.6m has been recognised in the year (note 6).

At 31 December 2024 the carrying value of brand names with an indefinite life was £256.6m

(2023: £270.8m). The Motion Metrics™ brand name has an expected useful life of 15 years

and is being amortised over this period.

Brand names includes ESCO™, Linatex® and Warman®, all of which are considered to be leaders

in their respective markets. The allocation of significant brand names is as follows.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Brand names | |
|  | 2024 | 2023 |
|  | £m | £m |
| ESCO | 136.2 | 133.6 |
| Warman | 66.3 | 65.0 |
| Linatex | 45.5 | 44.7 |
| Trio | – | 18.6 |
| Other1 | 11.1 | 11.8 |
|  | 259.1 | 273.7 |

1.Included within 'Other' is the Motion Metrics® brand name, which has a carrying value of £2.5m at 31 December 2024 (2023:

£2.9m), and is being amortised over an expected remaining useful life of 12 years (2023: 13 years).

The allocation of customer and distributor relationships, and the amortisation period of these assets is as

follows.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Remaining amortisation  period | | Customer & distributor  relationships | |
|  | 2024 | 2023 | 2024 | 2023 |
|  | Years | Years | £m | £m |
| ESCO | 21-24 | 22-25 | 84.6 | 87.0 |
| Carriere Industrial Supply | 12 | 13 | 2.3 | 2.6 |
| Trio | – | 1 | – | 0.8 |
| Other | Up to 1 | Up to 2 | 0.3 | 0.9 |
|  |  |  | 87.2 | 91.3 |

14. Business combinations

Prior year business combinations

Sentiantechnologies AB

On 21 November 2023, the Group completed the acquisition of 100% of the voting rights of

Sentiantechnologies AB (SentianAI) for an enterprise value of SEK87.3m (£6.7m). SentianAI is a

Swedish-based developer of innovative cloud-based Artificial Intelligence (AI) solutions for the

mining industry. The acquisition has joined the Minerals Division and SentianAI's technology will

integrate with Minerals' existing product lines, and expand the Division's digital capabilities.

Initial consideration of £6.1m was paid on completion, with a further deferred consideration of

£0.6m recognised, payable 15 months after the date of acquisition.

The provisional fair values of the opening balance sheet acquired were finalised in November

2024, following a review over a 12 month period since the date of acquisition as permitted by

IFRS 3 ‘Business combinations’. A £0.1m adjustment was made to intangible assets with a

reallocation between purchased software and goodwill. The final acquisition balance sheet

consisted of intangible assets £0.7m, trade & other receivables £0.2m, cash & cash equivalents

£0.2m, trade & other payables £0.2m and external debt £0.2m, with resulting goodwill arising

on consolidation of £6.0m.

Carriere Industrial Supply Limited

On 8 April 2022, the Group completed the acquisition of 100% of the voting rights of Carriere

Industrial Supply Limited (CIS) for an enterprise value of CAD$32.5m (£20.2m). Initial

consideration of £16.2m was paid on completion, with a further deferred consideration of

£2.5m recognised reflecting indemnification and working capital hold backs to be paid in

instalments. The Group settled the final tranche of this deferred consideration during 2024.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 195 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Contingent consideration

SentianAI

Included in the sale and purchase agreement of SentianAI, a maximum of an additional

SEK23.7m (£1.7m) is payable by the Group contingent on SentianAI exceeding specific

revenue and EBITDA margin targets over the next two years and meeting non-financial targets

by the end of 2026. The entry point for any contingent payment would require significant

growth in terms of revenue and EBITDA margin by 2026. While the Group expects SentianAI to

grow as it leverages the benefits of being partnered with Minerals, and the opportunities

within ESCO, the entry targets are considered challenging. At present, the probability of

SentianAI exceeding the revenue and EBITDA margin targets in order to trigger a contingent

payment is considered uncertain, in part due to the relative infancy of the business. As a result,

no contingent consideration has been recorded at the balance sheet date in both the current

and prior periods. This will be reassessed in future periods as the business develops.

Motion Metrics

The Group completed the acquisition of 100% of the voting rights of Motion Metrics on 30

November 2021. As part of the purchase agreement a maximum of an additional CAD$100.0m

(£55.5m) was payable by the Group contingent on Motion Metrics exceeding specific revenue

and EBITDA targets over the first three years following acquisition. The required targets were

not met and, as a result, no additional consideration has been paid.

15. Impairment testing of goodwill & intangible assets with indefinite lives

Goodwill acquired through business combinations and intangible assets with indefinite lives

have been allocate d at acquisition to Cash Generating Units (CGUs) that are expected to

benefit from the business combination. The Group tests goodwill and intangible assets (brand

names) with indefinite lives annually for impairment, or more frequently if there are indications

that these might be impaired.

The carrying amounts of goodwill and intangible assets with indefinite lives have been

allocated as per the table below.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Goodwill | Intangibles | Goodwill | Intangibles |
|  |  |  | Restated  (note 2) |  |
|  | 2024 | 2024 | 2023 | 2023 |
|  | £m | £m | £m | £m |
| Minerals | 371.4 | 120.4 | 377.8 | 137.2 |
| ESCO | 465.9 | 136.2 | 461.7 | 133.6 |
| Total Group | 837.3 | 256.6 | 839.5 | 270.8 |

Description of CGUs

A description of each of the CGUs is provided below, along with a summary of the key drivers

of revenue growth and operating profit margin.

Minerals

Minerals includes the Weir Warman and Weir Linatex brands. Weir Minerals companies supply

pumps and associated equipment and services to all global mining markets. The key drivers

for revenues are: (i) levels of mining capital expenditure that drives demand for original

equipment; and (ii) levels of actual mining activity that drives demand for spare parts and

service. Independent forecasts of mining capital expenditure and activity have been used to

derive revenue growth assumptions. These independent forecasts were prepared during the

final quarter of 2024.

The goodwill and intangible assets arising from the acquisition of Sentiantechnologies AB

(SentianAI) in the prior year have been included within the Minerals CGU. At 31 December

2024, the purchase price is considered to reflect the fair value of the assets and therefore

the addition to the Minerals CGU is considered to have a neutral impact on the

impairment analysis.

ESCO

ESCO includes the ESCO and Bucyrus Blades brands. This CGU is a supplier of Ground

Engaging Tools (GET) and associated equipment and services to the mining and infrastructure

industries. The key drivers for revenues are: (i) levels of mining and infrastructure capital

expenditure that drives demand for original equipment; and (ii) levels of actual mining and

infrastructure activity that drives demand for spare parts and service. Independent forecasts

of expenditure in these sectors have been used to derive revenue growth assumptions.

These independent forecasts were prepared during the final quarter of 2024.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 196 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Impairment testing assumptions

Impairment testing requires an estimate of the value in use of the CGUs to which the goodwill

and intangible assets are allocated. To estimate the value in use, the Group estimates the

expected future cash flows from the CGU and discounts them to their present value at a

determined discount rate, which is appropriate for the geographic location of the CGU.

Forecasting expected cash flows and selecting an appropriate discount rate inherently

requires estimation. The forecasts reflect latest strategic plans, for each of the CGUs, covering

a period of five years, with cash flows beyond five years extrapolated using an estimated

growth rate. The strategic plans incorporate initial plans for achieving the Group’s long-term

sustainability goals, which are described more fully in the Strategic report.

The basis of the impairment tests for the two CGUs, including key assumptions, are set out in

the table below.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| CGU | Basis of  valuation | Period of  forecast | Discount rate1 | Real growth2 | Key  assumptions3 | Source |
| Minerals | Value in use | 5 years | 12.8%  (2023: 12.2%) | 0.0%  (2023: 0.0%) | Revenue  growth/  Adjusted  operating  profit  margins | External  forecast  Historic  experience |
| ESCO | Value in use | 5 years | 13.2%  (2023: 13.7%) | 0.0%  (2023: 0.0%) | Revenue  growth/  Adjusted  operating  profit  margins | External  forecast  Historic  experience |

1.Discount rate

The pre-tax nominal weighted average cost of capital (WACC) is the basis for the discount rate, with adjustments made for

geographic risk. The WACC is the weighted average of the pre-tax cost of debt financing and the pre-tax cost of equity finance.

The discount rate has increased in Minerals, due to changes in country mix with mining asset betas remaining stable, and ESCO

has decreased also due to changes in country mix.

2.Real growth

For both CGUs the real growth beyond the five-year forecast period typically reflects external International Monetary Fund

(IMF) forecast growth rates for the countries in which the CGU operates. While short-term inflation rates have eased in the

last 12 months, for modelling purposes we have continued to restrict the real growth to 0.0% in both CGUs to compensate

for current volatility in rates. We do not believe this reflects our outlook on real growth given the global nature of these

businesses, the long-term growth prospects in their end-markets and the fact that they sell a significant proportion of their

products to emerging markets which also have strong long-term growth prospects.

3.Adjusted operating profit margins

Adjusted operating profit margins have been forecast based on historic levels taking cognisance of the likely impact of

changing economic environments and competitive landscapes on volumes and revenues, and the impact of associated

management actions.

Impairment testing and sensitivity analysis

The Directors consider that the assumptions made represent their best estimate of the future

cash flows generated by the CGU, and that the discount rate used is appropriate given the

risks associated with the specific cash flows. The resulting value in use model for the Minerals

and ESCO CGUs show significant headroom above carrying value.

While cash flow projections are subject to inherent uncertainty, sensitivity analysis has been

performed for these CGUs, the results of which shows there is no reasonably possible change

in key assumptions that would cause the carrying value amounts to exceed recoverable

amounts. A 1% increase in the pre-tax discount rate and 1% decrease in growth rate for each

CGU, also indicated significant headroom on the carrying value of the assets.

Additionally, the Directors have considered scenarios consistent with meeting the Paris goals

of limiting the global temperature increase to well below 2°C, which the Directors consider to

be a reasonably possible outcome. In these scenarios, assumptions have been made over the

price and production volumes of certain commodities, that are key to end customers, with

several of these commodities being vital globally in achieving the Paris goals. Under the

scenarios considered by the Directors, there are no indicators of impairment in relation to

either CGU.

16. Investments in joint ventures

At the year end, the Group held an investment in one joint venture, ESCO Elecmetal

Fundición Limitada.

|  |  |
| --- | --- |
|  |  |
|  | £m |
| At 1 January 2023 | 15.1 |
| Share of results | 2.5 |
| Share of dividends | (4.1) |
| Exchange adjustment | (1.3) |
| At 31 December 2023 | 12.2 |
| Share of results | 1.9 |
| Exchange adjustment | (1.3) |
| At 31 December 2024 | 12.8 |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 197 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

The balance sheet of the Group's joint venture is detailed below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  | Restated  (note 2) |
|  | 2024 | 2023 |
|  | £m | £m |
| Current assets | 15.1 | 16.2 |
| Non-current assets | 25.3 | 29.2 |
| Current liabilities | (6.9) | (8.8) |
| Non-current liabilities | (2.3) | (5.8) |
| Net assets | 31.2 | 30.8 |

The revenue and profit of the Group's joint venture is included below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  | Restated  (note 2) |
|  | 2024 | 2023 |
|  | £m | £m |
| Revenue | 26.6 | 31.2 |
| Cost of sales | (21.7) | (25.2) |
| Income tax expense | (1.0) | (1.2) |
| Interest | (0.1) | 0.1 |
| Profit after tax | 3.8 | 5.0 |

The Group’s investment in the joint venture is included in the list of subsidiaries on pages 239

to 245 .

17. Inventories

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Raw materials | 32.2 | 38.8 |
| Work in progress | 59.2 | 61.9 |
| Finished goods | 488.7 | 507.4 |
|  | 580.1 | 608.1 |

In 2024, the cost of inventories recognised as an expense within cost of sales amounted to

£ 1,485.2 m (2023 : £1,641.1m). In 2024 , the write down of inventories to net realisable value

amounted to £10.9m (2023: £5.5 m), of which £nil (2023: £2.0m) was recognised as an

exceptional item (note 6). The reversal of previous write downs amounted to £ 7.1m (2023 :

£9.7m), of which £nil (2023 : £7.2m) was recognised as an exceptional item (note 6).

18. Trade & other receivables

Other receivables presented as non-current on the face of the Consolidated Balance Sheet of £ 44.3m

( 2023: £53.8m) are primarily in respect of insurance contracts and Trust Owned Life Insurance policy

investments of £42.7 m ( 2023: £42.6m) that provide a form of security for certain unfunded employee

benefit plans operated by ESCO. There were no non-current other receivables for insurance

contracts relating to asbestos-related claims in the US for 2024 (2023: £5.4m).

Current trade and other receivables are analysed in the following table.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Trade receivables | 416.4 | 412.5 |
| Loss allowance | (13.3) | (12.9) |
|  | 403.1 | 399.6 |
| Other debtors | 33.7 | 30.9 |
| Sales tax receivable | 29.3 | 31.5 |
| Prepayments | 45.4 | 33.2 |
| Contract assets | 35.2 | 31.0 |
|  | 546.7 | 526.2 |

The average credit period on sales of goods is 59  days (2023 : 55 days) on a continuing basis.

Other debtors includes £0.3m (2023 : £0.4m) in respect of amounts due from joint ventures,

and £4.1m (2023: £9.5m) in respect of insurance contracts relating to asbestos-related claims

(note 22).

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 198 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Impairment of trade & other receivables

The Group has two types of financial assets that are subject to the IFRS 9 'Financial instruments'

expected credit loss model:

– trade receivables for sales of products and services; and

– contract assets.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which

uses a lifetime expected loss allowance for all trade receivables and contract assets. To

measure the expected credit losses, trade receivables and contract assets have been

grouped based on shared credit risk characteristics.

The contract assets relate to unbilled work in progress and have substantially the same risk

characteristics as the trade receivables for the same types of contracts. Due to the way in

which these contracts are managed, expected credit loss if recognised is included within the

loss allowance for trade receivables.

Due to the diverse end-markets and customer geographies within the Group, the

methodology applied to arrive at the expected loss rate is dictated by local circumstances.

For short-term trade receivables, historical loss rates might be an appropriate basis for the

estimate of expected future losses. They are then adjusted to reflect current and forward-

looking information on macroeconomic factors affecting the ability of the customers to settle

the receivables. As such, one methodology applied is the use of a provision matrix, where

different loss rates are applied depending on the number of days that a trade receivable is

past due. Alternatively, the expected credit loss is calculated on an individual customer basis

based on historical loss data for that customer, their receivables ageing, and any other

knowledge of the customer’s current and forecast financial position.

Trade receivables and contract assets are written off when there is no reasonable expectation

of recovery.

Impairment losses on trade receivables and contract assets are presented as net impairment

losses within operating profit (note 5). Subsequent recoveries of amounts previously written

off are credited against the same line item.

The gross carrying amount of trade receivables, for which the loss allowance is measured at

an amount equal to the lifetime expected credit losses under the simplified method, is

analysed as follows.

Analysis of gross carrying amount of trade receivables by days past due

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Not past due | 304.5 | 282.2 |
| Up to 3 months past due | 61.7 | 75.5 |
| Between 3 & 6 months past due | 16.8 | 16.9 |
| More than 6 months past due | 33.4 | 37.9 |
|  | 416.4 | 412.5 |

Reconciliation of opening to closing loss allowance for trade receivables

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Balance at the beginning of the year | (12.9) | (26.9) |
| Impairment losses recognised on receivables | (4.0) | (6.4) |
| Amounts written off as uncollectable | 0.5 | 12.6 |
| Amounts recovered during the year | 0.2 | 4.0 |
| Impairment losses reversed | 2.8 | 3.0 |
| Exchange adjustment | 0.1 | 0.8 |
| Balance at the end of the year | (13.3) | (12.9) |

Amounts recovered during the year includes an amount of £0.3m (2023: £3.9m) recognised as

an exceptional item. There were no impairment losses recognised on receivables reported as

an exceptional item in 2024 (2023: £1.9m).

The Group has recognised the following assets in relation to contracts with customers.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Construction contract assets | 6.0 | 6.8 |
| Accrued income | 29.2 | 24.2 |
| Total contract assets | 35.2 | 31.0 |

The decrease in construction contract assets relates to a combination of the mix of contracts,

and the timing of billing partially offset by new contracts entered into in 2024.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 199 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

19. Cash & short-term deposits

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Cash at bank & in hand | 528.1 | 654.4 |
| Short-term deposits | 28.3 | 52.8 |
|  | 556.4 | 707.2 |
|  |  |  |
| For the purposes of the Consolidated Cash Flow Statement, cash & cash equivalents  comprise the following: | | |
| Cash & short-term deposits | 556.4 | 707.2 |
| Bank overdrafts (note 20 ) | (29.5) | (259.8) |
|  | 526.9 | 447.4 |

Cash at bank and in hand earns interest at floating-rates based on daily bank deposit rates.

Short-term deposits are made for varying periods of between one day and three months,

depending on the immediate cash requirements of the Group and earns interest at the

respective short-term deposit rates.

The Group operates a notional cash pooling arrangement in which individual balances are not

offset for reporting purposes as the Group does not intend to settle on a net basis. Cash and

short-term deposits at 31 December 2024 includes £29.5m ( 2023: £256.0m) that is part of this

arrangement and both cash and interest-bearing loans and borrowings are grossed up by

this amount.

20. Interest-bearing loans & borrowings

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Current |  |  |
| Bank overdrafts | 29.5 | 259.8 |
| Lease liabilities | 25.7 | 26.4 |
|  | 55.2 | 286.2 |
| Non-current |  |  |
| Bank loans1 | (2.1) | 97.7 |
| Fixed-rate notes | 936.6 | 922.3 |
| Lease liabilities | 101.3 | 91.1 |
|  | 1,035.8 | 1,111.1 |
| 1. 2024 balance relates to unamortised issue costs. |  |  |

The Group operates a notional cash pooling arrangement in which individual balances are not

offset for reporting purposes as the Group does not intend to settle on a net basis. Cash and

short-term deposits at 31 December 2024 includes £29.5m ( 2023 : £256.0m) that is part of this

arrangement and both cash and interest-bearing loans and borrowings are grossed up by

this amount.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Weighted average interest rate | | | | | |
|  |  |  | 2024 | 2023 | 2024 | 2023 |
| Bank loans | Maturity | Interest basis | % | % | £m | £m |
| Sterling floating-rate  revolving credit facility | 2029 | £ SONIA | – | 5.84 | (2.1) | 97.7 |
| Non-current bank loans |  |  |  |  | (2.1) | 97.7 |

The weighted average interest rates include an applicable margin over and above the interest

basis.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 200 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Fixed interest rate | | | | | |
|  |  |  | 2024 | 2023 | 2024 | 2023 |
| Fixed-rate notes | Maturity | Interest basis | % | % | £m | £m |
| United States Dollar  Sustainability-Linked  Notes | 2026 | FIXED | 2.20 | 2.20 | 637.6 | 624.4 |
| Sterling Sustainability-  Linked Notes | 2028 | FIXED | 6.88 | 6.88 | 298.4 | 297.9 |
| Other loans | 2027 | FIXED | 5.00 | – | 0.6 | – |
| Non-current fixed-rate notes | | | | | 936.6 | 922.3 |

The disclosures above represent the interest profile and currency profile of financial liabilities before

the impact of derivative financial instruments.

The Group utilises a number of sources of funding including Sustainability-Linked Notes, revolving

credit facility, term loan and uncommitted facilities.

In June 2023, the Group completed the issue of £300m five-year Sustainability-Linked Notes due to

mature in June 2028. The notes include a Sustainability Performance Target (SPT) to reduce scope

1&2 CO2 emissions by 19.1% in absolute terms by 2026 from a 2019 baseline, consistent with the

Group’s SBTi approved target of 30% reduction by the end of 2030. The notes will initially bear

interest at a rate of 6.875% per annum to be paid annually in June. The interest on the notes will be

linked to achievement of the SPT with an interest rate increase of 0.75% to 7.625% per annum for the

last interest payment due on 14 June 2028 if the Group does not attain its SPT. These notes are in

addition to the US$800m Sustainability-Linked Notes drawn in May 2021, due to mature in May 2026,

which bear interest at a rate of 2.20% per annum.

In June 2023, the Group reduced its US$1bn commercial paper programme to US$800m and

subsequently in November 2024, the Group chose to withdraw from the programme.

In February 2024, the Group chose to reduce its US$800m multi-currency revolving credit facility

(RCF) by US$200m.

Subsequently, in March 2024, the Group exercised the option to extend its US$600m multi-currency

RCF by one year which will now mature in April 2029.

At 31 December 2024 , £nil (2023: £97.7m) was drawn under the US$600m multi-currency RCF,

which is disclosed net of unamortised issue costs of £2.1m (2023: £2.3m).

At 31 December 2024, a total of £936.0m (2023: £922.3m) was outstanding under Sustainability-

Linked Notes, which is disclosed net of unamortised issue costs of £3.0m (2023: £4.5m).

21. Trade & other payables

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Current |  |  |
| Trade payables | 242.1 | 260.1 |
| Other creditors | 8.2 | 9.8 |
| Other taxes & social security costs | 6.2 | 11.4 |
| Accruals | 226.3 | 187.7 |
| Deferred consideration payable | 0.6 | 1.0 |
| Contract liabilities | 135.3 | 111.3 |
|  | 618.7 | 581.3 |
| Non-current |  |  |
| Deferred consideration payable | – | 0.6 |
|  | – | 0.6 |

Liabilities under supplier finance arrangements

Trade payables includes balances due to suppliers that have signed up to a supply chain

financing programme, under which all invoices are settled via a partner bank. Supplier finance

arrangements are characterised by one or more finance providers offering to pay amounts

that an entity owes its suppliers and the entity agreeing to pay according to the terms and

conditions of the arrangements at the same date, or a date later than, when suppliers are paid.

These arrangements provide the entity with extended payment terms, or the suppliers with

early payment terms, compared to the related invoice payment due date. The value of the

liability payable by the Group remains unchanged.

|  |  |
| --- | --- |
|  |  |
| Range of payment due dates | 2024 |
| Liabilities under supplier finance arrangements | 90–120 days after invoice  date |
| Comparable trade payables that are not part of the supplier finance  arrangements (same line of business) | 0–90 days after invoice  date |
| Carrying amount of liabilities under supplier finance arrangement | £m |
| Liabilities under supplier finance arrangement | 99.6 |
| Of which the supplier has received payment from the finance  provider | 34.0 |

There were no material business combinations or foreign exchange differences that would

affect the liabilities under supplier finance arrangements in the period. There were no non

cash transfers from trade payables to liabilities under the supplier finance arrangements.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 201 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

The carrying amounts of liabilities under the supplier finance arrangement are considered to

be reasonable approximations of their fair values, due to their short-term nature.

The Group assesses the arrangement against indicators to assess if debts, which vendors

have sold to the partner bank under the supplier financing scheme, continue to meet the

definition of trade payables or should be classified as borrowings. At 31 December 2024 and

31 December 2023, the payables met the criteria of trade payables and the arrangement had

no impact on the results or the financial position of the Group. The Group presents the cash

outflows to settle the liabilities under supplier finance arrangements as arising from operating

activities in the statement of cash flows.

The Group has recognised the following liabilities in relation to contracts with customers.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Construction contract liabilities | 14.8 | 10.7 |
| Deferred income | 120.5 | 100.6 |
| Total contract liabilities | 135.3 | 111.3 |

The increase in contract liabilities in the year relates to changes in the mix of contracts and

percentage of completion status of individual projects, together with a general increase in

project activity.

Revenue recognised in relation to contract liabilities

The following table shows the revenue recognised in the current reporting period related to

carried forward contract liabilities.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Revenue recognised that was included in the contract liability  balance at the beginning of the year | 68.9 | 36.0 |

Transaction price allocated to unsatisfied performance obligations

The transaction price allocated to performance obligations unsatisfied at the year end is £100.5m

(2023: £106.9m). This relates only to performance obligations from contracts with a duration of over

a year as permitted by the practical expedient in paragraph 121 of IFRS 15 'Revenue from contracts

with customers'.

The following table shows when revenue is expected to be recognised for unsatisfied

performance obligations from contracts with a duration of over one year.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Less than one year | 66.8 | 75.9 |
| After one year, but not more than five years | 3.4 | 5.0 |
| After five years | 30.3 | 26.0 |
| Total value of performance obligations unsatisfied from contracts  with a duration over one year | 100.5 | 106.9 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 202 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

22. Provisions

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Warranties  & contract  claims | Asbestos-  related | Employee-  related | Exceptional  items | Other | Total |
|  | £m | £m | £m | £m | £m | £m |
| At 1 January 2024 | 9.6 | 78.7 | 12.1 | 15.7 | 12.2 | 128.3 |
| Additions | 8.2 | 4.1 | 18.0 | 30.6 | 2.8 | 63.7 |
| Utilised | (4.9) | (11.2) | (13.7) | (28.4) | (3.2) | (61.4) |
| Unutilised | (1.2) | (1.3) | – | (1.4) | – | (3.9) |
| Exchange adjustment | (0.4) | 1.3 | (1.1) | (0.5) | – | (0.7) |
| At 31 December 2024 | 11.3 | 71.6 | 15.3 | 16.0 | 11.8 | 126.0 |
|  |  |  |  |  |  |  |
| Current 2024 | 11.3 | 9.8 | 9.4 | 16.0 | 1.8 | 48.3 |
| Non-current 2024 | – | 61.8 | 5.9 | – | 10.0 | 77.7 |
| At 31 December 2024 | 11.3 | 71.6 | 15.3 | 16.0 | 11.8 | 126.0 |
|  |  |  |  |  |  |  |
| Current 2023 | 9.6 | 11.2 | 8.4 | 15.7 | 2.7 | 47.6 |
| Non-current 2023 | – | 67.5 | 3.7 | – | 9.5 | 80.7 |
| At 31 December 2023 | 9.6 | 78.7 | 12.1 | 15.7 | 12.2 | 128.3 |

The impact of discounting is only material for the asbestos-related category of provision, with

higher discount rates at 31 December 2024, resulting in a £1.0m reduction in the provision,

which is reflected as unutilised above.

Warranties & contract claims

Provision has been made in respect of actual warranty claims on goods sold and services

provided, and allowance has been made for potential warranty claims based on past

experience for goods and services sold with a warranty guarantee. At 31 December 2024, the

warranties portion of the provision totalled £8.6 m (2023: £7.2m). At 31 December 2024, all of

these costs relate to claims that fall due within one year of the balance sheet date.

Provision has been made in respect of sales contracts entered into for the sale of goods in the

normal course of business where the unavoidable costs of meeting the obligations under the

contracts exceed the economic benefits expected to be received from the contracts and

before allowing for future expected aftermarket revenue streams. Provision is made

immediately when it becomes apparent that expected costs will exceed the expected benefits

of the contract. At 31 December 2024, the contract claims element, which includes onerous

provision, was £2.7m (2023: £2.4m), all of which is expected to be incurred within one year of

the balance sheet date.

Asbestos-related claims

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| US asbestos-related provision – pre-1981 date of first exposure | 61.3 | 67.4 |
| US asbestos-related provision – post-1981 date of first exposure | 8.6 | 8.8 |
| US asbestos-related provision – total | 69.9 | 76.2 |
| UK asbestos-related provision | 1.7 | 2.5 |
| Total asbestos-related provision | 71.6 | 78.7 |

US asbestos-related provision

A US-based subsidiary of the Group is co-defendant in lawsuits pending in the US in which

plaintiffs are claiming damages arising from alleged exposure to products previously

manufactured that contained asbestos. The dates of alleged exposure currently range from

the 1950s to the 1990s.

The Group has historically held comprehensive insurance cover for cases of this nature and its

subsidiary continues to do so for claims with a date of first exposure (dofe) pre-1981. The

expiration of one of the Group’s insurance policies in 2019 resulted in no further insurance

cover for claims with a post-1981 dofe. All claims are directly administered by National

Coordinating Counsel on behalf of the insurers who also meet associated defence costs. The

insurers, their legal advisers and in-house counsel agree and execute the defence strategy

between them.

A summary of the US subsidiary's asbestos-related claim activity is shown in the table below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
| Number of open claims | Number | Number |
| Opening | 1,788 | 1,716 |
| New | 828 | 664 |
| Dismissed | (335) | (362) |
| Settled | (228) | (230) |
| Closing | 2,053 | 1,788 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 203 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

A review of the US subsidiary's expected liability for US asbestos-related diseases and the

adequacy of the insurance policies to meet future settlement and defence costs was

completed in conjunction with external advisers in 2023 as part of a planned triennial actuarial

review. This review was based on an industry standard epidemiological decay model, and the

subsidiary's claims settlement history. Consistent with recent claims experience, the 2023

review reflected a higher level of claims, particularly relating to the 1970s and 1980s.

The actuarial model incorporates claims, with a dofe pre- and post-1981, primarily relating to

Lung Cancer and Mesothelioma and includes estimates relating to:

– the number of future claims received through to 2064;

– settlement rates by disease type;

– mean settlement values by disease type;

– ratio of defence costs to indemnity value; and

– the profile of associated cash flows through to 2068.

The actuarial model in 2023 provided a range of potential liability based on levels of

probability from 10% to 90%, which, on an undiscounted basis, equates to £89m–£195m. The

mean actuarial estimate of £142m represents the expected undiscounted value over the

range of reasonably possible outcomes. The provision in the financial statements is based on

the mean actuarial estimate, which is then adjusted each year to reflect expected settlements

in the model, discounting and restricting the timescale over which a liability can be reliably

measured to ten years plus cash flows over a further six years.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
| Period of future claims provided | 10 Years | 10 Years |
| Discount rate | 5.3% | 4.7% |

The period over which the provision can be reliably estimated is judged to be ten years, plus

cash flows for a further six years, due to the inherent uncertainty, resulting from the changing

nature of the US litigation environment detailed below, and cognisant of the broad range of

probability levels included within the actuarial model. While claims may extend past ten years

and may result in a further outflow of economic benefits, the Directors do not believe any

obligation that may arise beyond ten years can be reliably measured at this time. The effect of

extending the claims period by a further ten years is included in the sensitivities below. The

discount rate is set based on the corporate bond yield available at the balance sheet date

denominated in the same currency, and with a term broadly consistent to that of the liabilities

being provided for, with sensitivities to the discount rate also included below.

In 2023, confirmation was also received from external advisers of the insurance asset available,

which includes the estimated defence costs that would be met by the insurer. An update to

the insurance asset is obtained annually and totals £4.1m at 31 December 2024 (2023:

£14.9m). Based on the profile of the claims in the actuarial model, external advisers expect the

insurance cover and associated limits currently in place to become fully exhausted in the first

half of 2025. No cash flows to or from the US subsidiary, related to claims with an exposure

date pre-1981, are expected until the exhaustion of the insurance asset. Claims with an

exposure date post-1981 are estimated to incur cash outflows of less than £0.8m per annum

and are not insured currently or in the future.

The table below represents the Directors’ best estimate of the future liability and

corresponding insurance asset.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
| US asbestos-related provision | £m | £m |
| Gross provision | 96.8 | 101.5 |
| Effect of discounting | (26.9) | (25.3) |
| Discounted US asbestos-related provision | 69.9 | 76.2 |
| Insurance asset | 4.1 | 14.9 |
| Net US asbestos-related liability | 65.8 | 61.3 |

The net provision and insurance asset are presented in the financial statements as follows.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Provisions – current | 9.3 | 10.3 |
| Provisions – non-current | 60.6 | 65.9 |
| Trade & other receivables | 4.1 | 9.5 |
| Non-current other receivables | – | 5.4 |

There remains inherent uncertainty associated with estimating future costs in respect of

asbestos-related diseases. Actuarial estimates of future indemnity and defence costs

associated with asbestos-related diseases are subject to significantly greater uncertainty than

actuarial estimates for other types of exposures. This uncertainty results from factors that are

unique to the asbestos claims litigation and settlement process including but not limited to:

– the possibility of future state or federal legislation applying to claims for asbestos-related

diseases;

– the ability of the plaintiff’s bar to develop and sustain new legal theory and/or develop new

populations of claimants;

– changes in focus of the plaintiff’s bar;

– changes in defence strategy; and

– changes in the financial condition of other co-defendants in suits naming the US subsidiary.

As a result, there can be no guarantee that the assumptions used to estimate the provision will

result in an accurate prediction of the actual costs that may be incurred.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 204 |
|  |  |  |  |  |  |  |  |  |
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## Notes to the Group Financial Statements

### continued

Since the previous triennial update completed in 2023, the US subsidiary has experienced a

higher number of claims received than modelled across both disease types. Historic

settlement rates are lower than modelled. Settlements largely occur within four years of a

claim being received. Average settlement values have been lower than modelled in 2024 for

both Mesothelioma and Lung Cancer cases.

As noted above, there are a number of uncertain factors involved in the estimation of the

provision and variations in case numbers and settlements are to be expected from period-to-

period. The trends witnessed in our recent claims experience have been reflected in the 2023

triennial actuarial review and provided the basis for the provision recognised at 31 December

2024.

Uncertainty regarding the timing and extent of variations year to year and whether they are

short or long-term in nature, mean it is not considered possible to provide reasonably

probable scenarios. The impact on the provision of incremental changes in key assumptions is

provided below for guidance.

|  |  |
| --- | --- |
|  |  |
|  | 2024 |
| Estimated impact on the discounted US asbestos-related provision of: | £m |
| Increasing the number of projected future settled claims by 20% | 13.1 |
| Increasing the estimated settlement value by 10% | 6.6 |
| Increasing the basis of provision by ten years | 8.3 |
| Decreasing the discount rate by 50bps | 2.0 |

Application of these sensitivities, on an individual basis, would not lead to a material change in

the provision.

The Group’s US subsidiary has been effective in managing the asbestos litigation, in part,

because it has access to historical project documents and other business records going back

more than 50 years, allowing it to defend itself by determining if legacy products were present

at the location of the alleged asbestos exposure and, if so, the timing and extent of their

presence. In addition, the US subsidiary has consistently and vigorously defended claims that

are without merit.

UK asbestos-related provision

In the UK, there are outstanding asbestos-related claims that are not the subject of insurance

cover. The extent of the UK asbestos exposure involves a series of legacy employer’s liability

claims that all relate to former UK operations and employment periods in the 1950s to 1970s.

In 1989, the Group’s employer’s liability insurer (Chester Street Employers Association Ltd) was

placed into run-off, which effectively generated an uninsured liability exposure for all future

long-tail disease claims with an exposure period pre-dating 1 January 1972. All claims with a

disease exposure post 1 January 1972 are fully compensated via the government-established

Financial Services Compensation Scheme. Any settlement to a former employee whose

service period straddles 1972 is calculated on a pro rata basis. The Group provides for these

claims based on management’s best estimate of the likely costs given past experience of the

volume and cost of similar claims brought against the Group.

The UK provision was reviewed and adjusted accordingly for claims experience in the year,

resulting in a provision of £1.7m (2023: £2.5m).

Employee-related

Employee-related provisions arise from legal obligations in a number of territories in which the

Group operates, the majority of which relate to compensation associated with periods of

service. A large proportion of the provision is for long service leave. The outflow is generally

dependent upon the timing of employees’ period of leave with the calculation of the majority

of the provision being based on criteria determined by the various jurisdictions.

Exceptional items

The exceptional items provision relates to certain exceptional charges included within note 6

where the cost is based on a reliable estimate of the obligation.

The opening balance of £15.7m includes £1.3m related to Russia, and £14.2m in relation to the

Performance Excellence programme, of which £7.1m relates to capacity optimisation costs

and £7.1m relates to functional transformation. Also included in the opening balance are

smaller balances of £0.2m.

Additions in the year of £30.6m includes £30.0m in relation to the Performance Excellence

programme. The remaining additions of £0.6m include amounts relating to legacy legal costs

and acquisition and integration costs. Performance Excellence costs of £27.9m have been

settled in the year.

The closing balance of £16.0m includes £14.4m in relation to the Performance Excellence

programme, of which £8.3m relates to capacity optimisation and lean processes costs and

£6.1m to functional transformation. Also included in the closing balance are £1.1m relating to

Russia and £0.5m of smaller balances mainly relating to legacy legal claims.

Other

Other provisions include environmental obligations, penalties, duties due, legal claims and

other exposures across the Group. These balances typically include estimates based on

multiple sources of information and reports from third-party advisers. The timing of outflows is

difficult to predict as many of them will ultimately rely on legal resolutions and the expected

conclusion is based on information currently available. Where certain outcomes are unknown,

a range of possible scenarios is calculated, with the most likely being reflected in the provision.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 205 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

23. Deferred tax

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Deferred income tax assets |  |  |
| Post-employment benefits | 10.1 | 10.6 |
| Decelerated depreciation for tax purposes | 19.2 | 16.7 |
| Intangible assets | 12.1 | 13.9 |
| Untaxed reserves | 246.1 | 180.6 |
| Offset against liabilities | (94.8) | (110.5) |
| Deferred income tax assets | 192.7 | 111.3 |
|  |  |  |
| Deferred income tax liabilities |  |  |
| Accelerated depreciation for tax purposes | (19.6) | (18.3) |
| Overseas tax on unremitted earnings | (2.6) | (3.3) |
| Intangible assets | (104.3) | (117.8) |
| Other temporary differences | (3.4) | (6.5) |
| Post-employment benefits | (12.7) | (11.5) |
| Offset against assets | 94.8 | 110.5 |
| Deferred income tax liabilities | (47.8) | (46.9) |
|  |  |  |
| Net deferred income tax asset | 144.9 | 64.4 |

The movement in deferred income tax assets and liabilities during the year was as follows.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Post-  employment  benefits | Accelerated  depreciation  for tax  purposes | Overseas  tax on  unremitted  earnings | Intangible  assets | Untaxed  reserves, tax  losses & other  temporary  differences | Total |
|  | £m | £m | £m | £m | £m | £m |
| At 1 January 2023 | (4.2) | (4.9) | (6.7) | (137.5) | 194.4 | 41.1 |
| (Charged) credited  to the Consolidated  Income Statement  (note 8) | (3.4) | 3.2 | 2.9 | 27.9 | (10.6) | 20.0 |
| Credited to equity  (note 8) | 7.1 | – | – | – | 0.1 | 7.2 |
| Exchange adjustment | (0.4) | 0.1 | 0.5 | 5.7 | (9.8) | (3.9) |
| At 31 December 2023 | (0.9) | (1.6) | (3.3) | (103.9) | 174.1 | 64.4 |
| (Charged) credited  to the Consolidated  Income Statement  (note 8) | (0.7) | 1.2 | 0.5 | 11.8 | 68.3 | 81.1 |
| (Charged) credited  to equity (note 8) | (1.1) | – | – | – | 0.8 | (0.3) |
| Exchange adjustment | 0.1 | – | 0.2 | (0.1) | (0.5) | (0.3) |
| At 31 December 2024 | (2.6) | (0.4) | (2.6) | (92.2) | 242.7 | 144.9 |

Untaxed reserves primarily relate to accruals and provisions for liabilities where the tax

allowance is deferred until the cash expense occurs, and to temporarily disallowable

inventory/receivable provisions. Included in this balance is a deferred tax asset in relation to

tax losses of £78.6m (2023: £22.7m). This includes £53.2m (2023: £1.8m) relating to US Federal

and State tax losses and £20.2m (2023: £9.7m) relating to UK tax losses. The increase in the US

Federal and State tax losses relates to losses arising on the disposal of Seaboard International

as part of the Group's divestiture of its Oil & Gas Division in 2021. These losses have not been

recognised in previous periods while the group sought to gather the necessary historic data

to support the claim and associated tax technical analysis. Recognition in 2024 was

determined as appropriate on the basis of concluding the underlying US tax analysis and

supporting modelling of US taxable profits. A critical judgement in finalising the tax technical

analysis was the conclusion that the available historical tax data required for the analysis was

sufficient, and that the absence of further historical data which, having exhausted all

reasonable avenues to obtain it, remains unavailable for certain periods prior to the Group’s

ownership of Seaboard would not impact adversely on the validity of the claim. Accordingly,

the technical analysis was concluded on a more likely than not basis and the associated DTA

attributes were recognised. The increase in UK tax losses relates to prior period adjustments

and further losses generated in the current year.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 206 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Deferred tax assets of £20.2m (2023: £3.2m) have been recognised in respect of entities which

have suffered a tax loss in either the current or preceding period. Deferred tax assets have

been recognised in these territories on the basis of forecast future profitability. Of the

recognised deferred tax assets, £42.9m (2023: £nil) of US net operating losses have no time

expiry, £3.8m (2023: £19.4m) of US foreign tax credits have a ten-year time expiry with the

earliest expiration date being 2027, £10.4m (2023: £10.6m) of US research and development

tax credits have a 20-year time expiry with the earliest expiration date being 2038, and £10.2m

(2023: £2.8m) of US State attributes have varying expiries, between 2025 and 2040.

Deferred tax assets of £43.5m (2023: £37.6m) have been recognised in relation to deferred

deductions for intra-group interest in the US group.

Deferred tax asset balances for unused tax losses of £31.3m (2023: £22.9m) have not been

recognised on the grounds that there is insufficient evidence that these assets will be

recoverable. Composition of these unrecognised assets as at 31 December 2024 are set out

below.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Unrecognised tax attributes | 2024  Gross  closing  balance | 2024  Net closing  balance | 2023  Net closing  balance |
| Jurisdiction | £m | £m | £m |
| Africa | 0.9 | 0.2 | 0.2 |
| Australia | 1.6 | 0.5 | 0.5 |
| Chile | 2.1 | 0.6 | 0.6 |
| China | 26.0 | 6.5 | 8.3 |
| Malaysia | 1.2 | 0.3 | 0.3 |
| Sweden | 2.4 | 0.5 | 0.6 |
| United Kingdom | 2.4 | 0.6 | 0.6 |
| United States | 97.0 | 20.4 | 10.1 |
| Other | 7.4 | 1.7 | 1.7 |
| Total | 141.0 | 31.3 | 22.9 |

Deferred tax asset balances for capital losses amounting to £1.7m (2023: £1.7m) have not

been recognised, but would be available in the event of future taxable capital gains being

incurred by the Group. Composition of these unrecognised capital losses as at 31 December

2024 are set out in the following table.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Unrecognised capital losses | 2024  Gross  closing  balance | 2024  Net closing  balance | 2023  Net closing  balance |
| Jurisdiction | £m | £m | £m |
| Australia | 4.8 | 1.4 | 1.4 |
| United Kingdom | 1.2 | 0.3 | 0.3 |
| Total | 6.0 | 1.7 | 1.7 |

Unrecognised assets will be recovered when future tax charges are sufficient to absorb these

tax benefits.

The net deferred tax asset due after more than one year is £144.9m (2023: £64.4m).

Pillar Two

The Group has adopted the amendments to IAS 12 'Income taxes' for the first time in the current

year. The IASB amends the scope of IAS 12 to clarify that the Standard applies to income taxes

arising from tax law enacted or substantively enacted to implement the Pillar Two model rules

published by the OECD, including tax law that implements qualified domestic minimum top-up

taxes described in those rules.

The amendments introduce a temporary exception to the accounting requirements for

deferred taxes in IAS 12, so that an entity would neither recognise nor disclose information

about deferred tax assets and liabilities related to Pillar Two income taxes. Following the

amendments, the Group is required to disclose that it has applied the exception and to

disclose separately its current tax expense (income) related to Pillar Two income taxes. The

Group has applied the temporary exception issued by the IASB in May 2023 from the

accounting requirements for deferred taxes in IAS 12. Accordingly, the Group neither

recognises nor discloses information about deferred tax assets and liabilities related to Pillar

Two income taxes.

On 20 June 2023, the government of the United Kingdom, where The Weir Group PLC is

incorporated, substantively enacted the Pillar Two income taxes legislation effective from 1

January 2024. Under the legislation, the parent company will be required to pay, in the United

Kingdom, top-up tax on profits of its subsidiaries that are taxed at an effective tax rate of less

than 15%. The Weir Group PLC falls within the scope of Pillar Two legislation, therefore, these

rules applied to the Group from 1 January 2024.

During the year, the Group has analysed its eligibility for the Transitional Country By Country

Reporting Safe Harbours on a jurisdiction by jurisdiction basis, using 2024 data. Based on the

outcome of this analysis, the Group considers the main jurisdiction for which a higher risk of

exposure to Pillar Two may exist is the United States. The Group, therefore, conducted a more

in depth analysis of the application of Pillar Two to the United States, with a particular focus on

the available substance-based concessions, and have concluded that for this specific

jurisdiction, and the wider global group, we do not anticipate that a material Pillar Two top-up

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 207 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

tax is likely to arise in respect of the period ending 31 December 2024, and therefore, no

impact has been incorporated in the tax provision for the year. The Group is aware that the

rules and guidance in relation to Pillar Two continue to evolve and we are working alongside

tax specialists in order to continually assess the impact of the Pillar Two income taxes

legislation on future financial performance. As a result of this changing landscape, there is a

possibility that top-up taxes may arise at some point in the future.

Temporary differences associated with Group investments

A deferred tax liability of £4.1m (2023: £4.6m) has been recognised in respect of taxes on the

unremitted earnings of the South American subsidiaries. As at 31 December 2024, this is the

only recognised deferred tax liability in respect of taxes on unremitted earnings, as the Group

does not foresee a distribution of unremitted earnings from other subsidiaries or joint

ventures which would result in a reversal of deferred tax. The temporary differences associated

with investments in subsidiaries and joint ventures, for which a deferred tax liability has not

been recognised, aggregate to £2,649.5m (2023: £2,608.9m).

There are no income tax consequences attaching to the payment of dividends by the

Company to its shareholders.

UK corporation tax rate changes

An increase in the UK rate from 19% to 25% from April 2023 was substantively enacted as part

of Finance Bill 2021 (on 25 May 2021). As a result, at 31 December 2024, deferred tax balances

have been calculated at 25%.

24. Pensions & other post-employment benefit plans

The Group operates various defined benefit pension plans in the UK and North America. All

defined benefit plans are closed to new members. The most significant defined benefit plan is

the Main funded UK plan.

UK plans

At the balance sheet date, the Group has a funded defined benefit plan - the Main Plan and an

unfunded retirement benefit plan for retired Executive Directors. The Group also operates a

defined contribution plan, the contributions to which are in addition to those set out below,

and are charged directly to the Consolidated Income Statement.

For the defined benefit plans, benefits are related to service and final salary. The Main Plan

closed to future accrual of benefits effective from 30 June 2015.

The weighted average duration of the expected benefit payments from the Main Plan is

around 11 years.

The current funding target for the Main UK Plan is to maintain assets equal to the value of the

accrued benefits. The Main Plan holds three insurance policies which match the liabilities in

respect of a significant proportion of deferred and retired pensioners.

The regulatory framework in the UK requires the pension scheme Trustees and Group to agree

upon the assumptions underlying the funding target, and then to agree upon the necessary

contributions required to recover any deficit at the valuation date. There is a risk to the Group

that adverse experience against these assumptions could lead to a requirement for the Group

to make considerable contributions to recover any deficit. This risk is significantly reduced

through the insurance policies held.

North American plans

The Group also sponsors funded defined benefit pension plans in the US and Canada, and

certain unfunded arrangements (including post-employment healthcare benefits for senior

employees) in the US.

These plans combined make up 22% of the Group’s pension and other post-employment

benefit plan commitments and 18% of the Group’s total associated assets.

The weighted average duration of these plans is around eight years.

Plan risks

The defined benefit plans in the UK and North America expose the Group to a number of risks.

Uncertainty in benefit payments

The value of the Group's liabilities for the defined benefit plans will ultimately depend on the

amount of benefits paid out. This in turn will depend on the level of inflation (for those benefits

that are subject to some form of inflation protection) and how long individuals live. This risk is

significantly reduced through the insurance policies held in the UK.

Volatility in asset values

The Group is exposed to future movements in the values of assets held in the funded defined

benefit plans to meet future uninsured benefit payments.

Uncertainty in cash funding

Movements in the values of the obligations or assets may result in the Group being required

to provide higher levels of cash funding, although changes in the level of cash required can

often be spread over a number of years. This risk is significantly reduced through the

insurance policies held. In addition, the Group is also exposed to adverse changes in pension

regulation.

Exchange rate movements

Movements in exchange rates will affect the value in GBP of the assets and obligations of the

Group’s North American defined benefit plans.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 208 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Assumptions

The significant actuarial assumptions used for accounting purposes reflect prevailing market

conditions in the UK and North America and are as follows.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | UK pensions | | North American  pensions & post-  retirement healthcare | |
|  | 2024 | 2023 | 2024 | 2023 |
| Significant actuarial assumptions: |  |  |  |  |
| Discount rate (% pa) | 5.45 | 4.50 | 5.20 | 4.70 |
| Retail Prices Inflation (RPI) assumption (% pa) | 3.20 | 3.10 | n/a | n/a |
|  |  |  |  |  |
| Post-retirement mortality (life expectancies in  years): |  |  |  |  |
| Current pensioners at 65 – male | 20.5 | 21.0 | 20.7 | 20.6 |
| Current pensioners at 65 – female | 22.9 | 22.9 | 22.7 | 22.6 |
| Future pensioners at 65 – male | 21.4 | 22.3 | 22.2 | 22.1 |
| Future pensioners at 65 – female | 24.0 | 24.4 | 24.1 | 24.0 |
|  |  |  |  |  |
| Other related actuarial assumptions: |  |  |  |  |
| Rate of increases for pensions in payment (% pa) |  |  |  |  |
| Pre 6 April 2006 service | 3.05 | 3.00 | n/a | n/a |
| Post 5 April 2006 service | 2.10 | 2.10 | n/a | n/a |
| Consumer Prices Inflation (CPI) assumption (% pa) | 2.65 | 2.50 | n/a | n/a |
| Rate of increase in healthcare costs | n/a | n/a | \* | \*\* |

\* Between 5.5% and 12.6% per annum decreasing to 4.5% (Weir)/4.0% (ESCO) per annum and remaining static at that level

from 2035 (Weir)/2042 (ESCO) onwards.

\*\* Between 5.2% and 11.75% per annum decreasing to 4.5% per annum and remaining static at that level from 2033

(Weir)/2037 (ESCO) onwards.

The assumptions used to determine end-of-year benefit obligations are also used to calculate

the following year’s cost. For North America, weighted average assumptions are shown above

where applicable.

The post-retirement mortality assumptions allow for expected increases in longevity. The

‘current’ disclosures above relate to assumptions based on longevity (in years) following

retirement at the balance sheet date, with ‘future’ being that relating to a member retiring in

2045 (in 20 years’ time).

The assets and liabilities of the plans are as follows.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | UK pensions | | North American  pensions &  post-retirement  healthcare | | Total | |
|  | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m | £m | £m |
| Plan assets at fair value |  |  |  |  |  |  |
| Equities (quoted) | – | – | 9.1 | 9.1 | 9.1 | 9.1 |
| Corporate bonds (quoted) | 36.7 | – | 63.7 | 70.1 | 100.4 | 70.1 |
| Government bonds (quoted) | 106.8 | 170.8 | 34.2 | 38.7 | 141.0 | 209.5 |
| Insurance policies (unquoted) | 288.5 | 336.4 | – | – | 288.5 | 336.4 |
| Property | – | – | 1.9 | 4.0 | 1.9 | 4.0 |
| Private debt (unquoted) | 29.8 | 37.1 | – | – | 29.8 | 37.1 |
| Multi Asset Credit Funds (quoted) | 42.4 | 39.7 | – | – | 42.4 | 39.7 |
| Cash (quoted) | 15.1 | 8.7 | 7.3 | 2.2 | 22.4 | 10.9 |
| Fair value of plan assets | 519.3 | 592.7 | 116.2 | 124.1 | 635.5 | 716.8 |
| Present value of funded obligations | (486.7) | (562.6) | (119.0) | (125.6) | (605.7) | (688.2) |
| Net asset (liability) for funded  obligations | 32.6 | 30.1 | (2.8) | (1.5) | 29.8 | 28.6 |
| Present value of unfunded  obligations | (0.7) | (0.8) | (19.8) | (23.9) | (20.5) | (24.7) |
| Effect of asset limit | – | – | – | (1.8) | – | (1.8) |
| Net asset (liability) | 31.9 | 29.3 | (22.6) | (27.2) | 9.3 | 2.1 |
| Plans in surplus | 32.6 | 30.1 | – | – | 32.6 | 30.1 |
| Plans in deficit | (0.7) | (0.8) | (22.6) | (27.2) | (23.3) | (28.0) |

Of the government bonds held at 31 December 2024, 59% (2023: 75%) are fixed interest

bonds. The pension plans have not directly invested in any of the Group’s own financial

instruments, or in properties or other assets used by the Group.

In the UK, where the majority of the Group's pension assets are held, the investment strategy is

to primarily hold government bonds and corporate bonds to meet the assessed value of the

benefits promised for the non-insured members, along with holding private debt and multi-

asset credit funds. The insured members are backed by the insurance policies held within the

Scheme.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 209 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

The value of the insurance policies is set equal to the estimated IAS 19 liability. The valuation

uses the same methodology as the associated liability based on the census data included in

the most recent triennial valuation, adjusted for movements in actuarial assumptions and

inflation experience. The Private Debt holdings reflect investments by the UK Main Plan. As

these funds are less frequently traded, the value shown reflects the 30 September 2024

valuations, adjusted for capital calls and distributions from this date to 31 December 2024.

The ESCO unfunded arrangements are backed by a grantor trust that contains Trust Owned

Life Insurance (TOLI) policy investments. These investments do not match the obligations of

the corresponding employee benefit plans, they are not used in practice to pay the benefits

as they fall due and they are available to the Group’s creditors in the event of insolvency. This

means the grantor trust does not qualify as a 'plan asset' for the purposes of IAS 19 'Employee

benefits' and is instead treated as a separate Group asset outside of this note. The value of

these assets was estimated at £42.7m as at 31 December 2024 and are recognised in note 18.

The change in the IAS 19 funding position recognised in the Consolidated Balance Sheet is

comprised as follows.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | UK pension | | North American  pensions &  post-retirement  healthcare | | Total | |
|  | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m | £m | £m |
| Opening net assets (liabilities) | 29.3 | 50.0 | (27.2) | (34.9) | 2.1 | 15.1 |
| Expense credited (charged) to  the Consolidated Income  Statement | 0.9 | 2.0 | (1.8) | (1.8) | (0.9) | 0.2 |
| Amount recognised in the  Consolidated Statement of  Comprehensive Income | 1.6 | (29.0) | 3.3 | 0.8 | 4.9 | (28.2) |
| Employer contributions | 0.1 | 6.3 | 3.4 | 7.0 | 3.5 | 13.3 |
| Exchange adjustment | – | – | (0.3) | 1.7 | (0.3) | 1.7 |
| Closing net assets (liabilities) | 31.9 | 29.3 | (22.6) | (27.2) | 9.3 | 2.1 |

The amounts recognised for the Group in the Consolidated Income Statement and in the

Consolidated Statement of Comprehensive Income for the year are analysed as follows.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | UK pension | | North American  pensions &  post-retirement  healthcare | | Total | |
|  | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m | £m | £m |
| Recognised in the Consolidated Income Statement | | | | | | |
| Current service cost | – | – | – | (0.1) | – | (0.1) |
| Curtailment gain | – | – | – | 0.5 | – | 0.5 |
| Administrative expenses | (0.4) | (0.6) | (0.6) | (0.7) | (1.0) | (1.3) |
| Included in operating profit | (0.4) | (0.6) | (0.6) | (0.3) | (1.0) | (0.9) |
| Interest on net pension asset  (liability) | 1.3 | 2.6 | (1.2) | (1.5) | 0.1 | 1.1 |
| Total credit (expense) charged  to the Consolidated Income  Statement | 0.9 | 2.0 | (1.8) | (1.8) | (0.9) | 0.2 |
| Recognised in the Consolidated Statement of Comprehensive Income | | | | | | |
| Actual return on plan assets | (37.0) | 12.5 | 1.2 | 10.3 | (35.8) | 22.8 |
| Less: interest on plan assets | (25.9) | (28.7) | (5.5) | (6.1) | (31.4) | (34.8) |
|  | (62.9) | (16.2) | (4.3) | 4.2 | (67.2) | (12.0) |
| Other actuarial gains (losses) due to: | | | | | | |
| Changes in financial  assumptions | 44.4 | (10.1) | 5.0 | (2.7) | 49.4 | (12.8) |
| Changes in demographic  assumptions | 11.5 | 7.2 | 0.2 | – | 11.7 | 7.2 |
| Experience on benefit  obligations | 8.6 | (9.9) | 0.6 | (0.7) | 9.2 | (10.6) |
| Effect of asset limit | – | – | 1.8 | – | 1.8 | – |
| Actuarial gains (losses)  recognised in the Consolidated  Statement of Comprehensive  Income | 1.6 | (29.0) | 3.3 | 0.8 | 4.9 | (28.2) |

Current service cost and administration expenses are recognised in operating costs and

interest on net pension liability is recognised in other finance costs.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 210 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

The Group’s largest North American plan is the US ESCO Corporation pension plan. The Group’s

current funding policy for this plan is to pay the minimum required contributions under US

regulation. However, in the event the plan’s funding level is projected to fall below significant

thresholds, the Group will consider funding more than the minimum required contribution.

Pension contributions are determined with the advice of independent qualified actuaries on

the basis of regular valuations using the projected unit method. The Group made no special

contributions in 2024 (2023: £9.3m).

The latest actuarial funding valuation of the UK Main Plan was completed in 2024. As the Plan

was in a funding surplus, no recovery plan was required and therefore no future deficit

reduction contributions are currently payable and the Scottish Limited Partnership previously

in place to fund pension contributions will be wound up.

The Group has taken legal advice regarding its UK arrangements to confirm the accounting

treatment under IFRIC 14 with regard to recognition of a surplus and also recognition of a

minimum funding requirement. This confirmed that there is no requirement to adjust the

balance sheet and that recognition of a current surplus is appropriate on the basis that the

Group has an unconditional right to a refund of a current (or projected future) surplus at some

point in the future. Having considered the position, taking account of the legal input received

and noting that the Trustees of the UK arrangements do not have discretionary powers to

unilaterally wind up the schemes without cause, the Directors of the Group have concluded

that the Group has an unconditional right to a refund of any surplus.

The Group is aware of a case involving Virgin Media and NTL Pension Trustee, which could

potentially lead to additional liabilities for some pension schemes and sponsors. The Group

has taken some initial legal advice and at this stage is not aware of any evidence to suggest

that the relevant legal requirements were not complied with, and therefore no further action

has been taken. No allowance has been made for any additional liabilities that may arise as a

result of this court ruling. The Group will continue to monitor any future developments.

The total Group contributions for 2025 are expected to be £3.0m.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | UK pensions | | North American  pensions &  post-retirement  benefits | | Total | |
|  | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m | £m | £m |
| Effect of asset limit at start of year | – | – | (1.8) | (1.8) | (1.8) | (1.8) |
| Interest on the asset limit | – | – | (0.1) | (0.2) | (0.1) | (0.2) |
| Change in the asset limit other  than interest | – | – | 1.8 | – | 1.8 | – |
| Exchange rate adjustment | – | – | 0.1 | 0.2 | 0.1 | 0.2 |
| Effect of asset limit at end of year | – | – | – | (1.8) | – | (1.8) |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 211 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Changes in the present value of the defined benefit obligations are analysed as follows.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | UK pensions | | North American  pensions &  post-retirement  benefits | | Total | |
|  | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m | £m | £m |
| Opening defined benefit  obligations | (563.4) | (560.1) | (149.5) | (159.1) | (712.9) | (719.2) |
| Current service cost | – | – | – | (0.1) | – | (0.1) |
| Interest on benefit obligations | (24.6) | (26.1) | (6.6) | (7.4) | (31.2) | (33.5) |
| Benefits paid | 36.1 | 35.6 | 11.8 | 12.5 | 47.9 | 48.1 |
| Actuarial gains (losses) due to: |  |  |  |  |  |  |
| Changes in financial  assumptions | 44.4 | (10.1) | 5.0 | (2.7) | 49.4 | (12.8) |
| Changes in demographic  assumptions | 11.5 | 7.2 | 0.2 | – | 11.7 | 7.2 |
| Experience on benefit  obligations | 8.6 | (9.9) | 0.6 | (0.7) | 9.2 | (10.6) |
| Liabilities removed due to  curtailments/settlements | – | – | – | 0.5 | – | 0.5 |
| Exchange rate adjustment | – | – | (0.3) | 7.5 | (0.3) | 7.5 |
| Closing defined benefit  obligations | (487.4) | (563.4) | (138.8) | (149.5) | (626.2) | (712.9) |

Changes in the fair value of plan assets are analysed as follows.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | UK pensions | | North American  pensions &  post-retirement  benefits | | Total | |
|  | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
|  | £m | £m | £m | £m | £m | £m |
| Opening plan assets | 592.7 | 610.1 | 124.1 | 126.0 | 716.8 | 736.1 |
| Interest on plan assets | 25.9 | 28.7 | 5.5 | 6.1 | 31.4 | 34.8 |
| Employer contributions | 0.1 | 6.3 | 3.4 | 7.0 | 3.5 | 13.3 |
| Administrative expenses | (0.4) | (0.6) | (0.6) | (0.7) | (1.0) | (1.3) |
| Benefits paid | (36.1) | (35.6) | (11.8) | (12.5) | (47.9) | (48.1) |
| Actual return on plan assets less  interest on plan assets | (62.9) | (16.2) | (4.3) | 4.2 | (67.2) | (12.0) |
| Exchange rate adjustment | – | – | (0.1) | (6.0) | (0.1) | (6.0) |
| Closing plan assets | 519.3 | 592.7 | 116.2 | 124.1 | 635.5 | 716.8 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 212 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Sensitivity analysis

Changes in key assumptions can have a significant effect on the reported retirement benefit

obligation and the Consolidated Income Statement expense for 2025. The effects of changes

in those assumptions on the reported retirement benefit obligation are set out in the table

below.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Increase | Decrease | Increase | Decrease |
|  | 2024 | 2024 | 2023 | 2023 |
|  | £m | £m | £m | £m |
| Discount rate |  |  |  |  |
| Effect on defined benefit obligation of a 1.0%  change | 54.9 | (64.3) | 68.7 | (82.1) |
| Effect on net funding position of a 1.0% change | 34.8 | (41.3) | 42.8 | (52.2) |
| RPI inflation (and associated assumptions) |  |  |  |  |
| Effect on defined benefit obligation of a 1.0%  change | (31.8) | 25.9 | (29.1) | 29.7 |
| Effect on net funding position of a 1.0% change | (20.9) | 14.0 | (14.1) | 14.3 |
| Life expectancy |  |  |  |  |
| Effect on defined benefit obligation of a 1 year  change | (22.7) | 22.7 | (30.9) | 30.9 |
| Effect on net funding position of a 1 year change | (8.1) | 8.1 | (9.1) | 9.1 |

The impact on the IAS19 net funding position is significantly reduced as a result of the

insurance policies held. In the absence of such policies, the impact on the IAS19 net funding

position would be much closer to the significantly higher impact on the defined benefit

obligation shown in the table.

These sensitivities have been calculated to show the movement in the defined benefit

obligation and IAS19 net funding position in isolation and assume no other changes in market

conditions at the accounting date. In practice, for example, a change in discount rate is unlikely

to occur without any movement in the value of the invested (non-insurance policy) assets

held by the plans.

25. Share capital & reserves

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | Number  million | Number  million |
| Issued & fully paid share capital |  |  |
| At the beginning of the year | 259.6 | 259.6 |
| At the end of the year | 259.6 | 259.6 |
|  |  |  |
| Treasury shares |  |  |
| At the beginning of the year | 1.7 | 0.9 |
| Purchase of shares in respect of equity settled share-based  payments | 0.6 | 1.2 |
| Utilised during the year in respect of equity settled share-based  payments | (0.3) | (0.4) |
| At the end of the year | 2.0 | 1.7 |

The Company has one class of ordinary share with a par value of 12.5p, which carries no rights

to fixed income.

As at  31 December 2024 , Computershare Investor Services PLC h eld the following shares,

which are subject to restriction, on behalf of individuals.

– 218,405 shares (2023: 171,792) for restricted shares that have vested under the Share

Reward Plan. These shares have a market value of £4.8m.

– 8,428 shares (2023: 8,731) for bonus shares awarded under the Share Reward Plan. These

shares have a market value of £0.2m.

As at 31 December 2024, 2,046,084 shares (2023: 1,686,148) were unallocated and held by the

Computershare Trustees (Jersey) Limited with a market value of £44.7m.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 213 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Reserves

The period movements on the below reserves are summarised in the Consolidated Statement

of Changes in Equity.

Merger reserve

The merger reserve relates to the issue of new equity as part of the consideration paid for an

acquisition. Shares issued directly to ESCO Shareholders on 12 July 2018, as part of the total

acquisition consideration, qualified for merger relief under Section 612 of the Companies Act

2006 and resulted in an increase to the reserve of £323.2m. The remaining reserve balance of

£9.4m relates to shares issued in part consideration for the acquisition of Delta Industrial

Valves Inc. during 2015.

Capital redemption reserve

The capital redemption reserve was created by a repurchase and cancellation of own shares

during the 53 weeks ended 1 January 1999.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from

the translation of the financial statements of foreign operations and the Group’s hedge of its

net investment in foreign operations.

Hedge accounting reserve

This reserve records the portion of the gains or losses on hedging instruments used as cash

flow and fair value hedges that are determined to be effective. Net gains (losses) transferred

from equity during the year are included in the following line items in the Consolidated

Income Statement.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Revenue | 0.1 | (0.5) |
| Finance costs | (0.3) | (0.1) |
|  | (0.2) | (0.6) |

26. Additional cash flow information

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | 2024 | 2023 |
|  | Notes | £m | £m |
| Total operations |  |  |  |
| Net cash generated from operating activities |  |  |  |
| Operating profit – continuing operations |  | 391.0 | 368.4 |
| Operating loss – discontinued operations |  | (2.9) | (1.3) |
| Operating profit – total operations |  | 388.1 | 367.1 |
| Exceptional and other adjusting items | 6 | 63.3 | 66.2 |
| Amortisation of intangible assets | 13 | 32.7 | 37.7 |
| Share of results of joint ventures | 16 | (1.9) | (2.5) |
| Depreciation of property, plant & equipment | 12 | 45.9 | 39.9 |
| Depreciation of right-of-use assets | 12 | 31.9 | 31.6 |
| Impairment of property, plant & equipment | 12 | 0.1 | 0.9 |
| Capital grants received |  | (0.4) | (0.5) |
| Loss (gain) on disposal of property, plant & equipment |  | 0.9 | (0.4) |
| Funding of pension & post-retirement costs |  | (0.4) | (1.1) |
| Employee share schemes | 28 | 10.4 | 7.0 |
| Transactional foreign exchange |  | 7.5 | 9.2 |
| Increase (decrease) in provisions |  | 5.1 | (1.5) |
| Cash generated from operations before working capital  cash flows |  | 583.2 | 553.6 |
| Decrease in inventories |  | 2.0 | 42.0 |
| (Increase) decrease in trade & other receivables & construction  contracts |  | (19.3) | 15.2 |
| Increase (decrease) in trade & other payables & construction  contracts |  | 25.2 | (85.3) |
| Adjusted operating cash flow |  | 591.1 | 525.5 |
| Additional pension contributions paid | 24 | – | (9.3) |
| Exceptional and other adjusting cash items |  | (30.7) | (18.0) |
| Income tax paid |  | (110.5) | (103.9) |
| Net cash generated from operating activities |  | 449.9 | 394.3 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 214 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Cash flows from discontinued operations included above are disclosed separately in note 9 .

The following tables summarise the cash flows arising on acquisitions (note 14) and disposals

(notes 6 and 9 ).

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Acquisitions of subsidiaries |  |  |
| Acquisition of subsidiaries – cash consideration paid | – | 6.1 |
| Cash & cash equivalents acquired | – | (0.2) |
| Total cash outflow on current period acquisitions | – | 5.9 |
| Prior period acquisitions - deferred consideration paid | 1.0 | 1.0 |
| Total cash outflow relating to acquisitions | 1.0 | 6.9 |
|  |  |  |
| Net cash outflow arising on disposals |  |  |
| Prior period disposals | 1.8 | 0.4 |
| Total cash outflow relating to disposals | 1.8 | 0.4 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Net debt comprises the following |  |  |
| Cash & short-term deposits (note 19) | 556.4 | 707.2 |
| Current interest-bearing loans & borrowings (note 20) | (55.2) | (286.2) |
| Non-current interest-bearing loans & borrowings (note 20) | (1,035.8) | (1,111.1) |
|  | (534.6) | (690.1) |

Reconciliation of financing cash flows to movement in net debt

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Opening  balance at  1 January  2024 | Cash  movements | Additions/  acquisitions | FX | Non-cash  movements | Closing  balance at  31  December  2024 |
|  | £m | £m | £m | £m | £m | £m |
| Cash & cash  equivalents | 447.4 | 95.2 | – | (15.7) | – | 526.9 |
|  |  |  |  |  |  |  |
| Third-party loans | (1,026.8) | 99.4 | – | (12.2) | – | (939.6) |
| Leases | (117.5) | 24.8 | (38.4) | 4.1 | – | (127.0) |
| Unamortised issue  costs | 6.8 | 0.3 | – | – | (2.0) | 5.1 |
| Amounts included in  gross debt | (1,137.5) | 124.5 | (38.4) | (8.1) | (2.0) | (1,061.5) |
|  |  |  |  |  |  |  |
| Amounts included in  net debt | (690.1) | 219.7 | (38.4) | (23.8) | (2.0) | (534.6) |
|  |  |  |  |  |  |  |
| Financing derivatives | (2.3) | 1.7 | – | – | 2.9 | 2.3 |
|  |  |  |  |  |  |  |
| Total financing  liabilities1 | (1,139.8) | 126.2 | (38.4) | (8.1) | 0.9 | (1,059.2) |

1. Total financing liabilities comprise gross debt plus other liabilities relating to financing activities.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 215 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Opening  balance at 1  January  2023 | Cash  movements | Additions/  acquisitions | FX | Non-cash  movements | Closing  balance at  31  December  2023 |
|  | £m | £m | £m | £m | £m | £m |
| Cash & cash  equivalents | 477.5 | 1.0 | 0.2 | (31.3) | – | 447.4 |
|  |  |  |  |  |  |  |
| Third-party loans | (1,165.5) | 111.2 | (0.2) | 27.7 | – | (1,026.8) |
| Leases | (115.1) | 31.0 | (38.4) | 5.3 | (0.3) | (117.5) |
| Unamortised issue  costs | 5.9 | 4.0 | – | – | (3.1) | 6.8 |
| Amounts included in  gross debt | (1,274.7) | 146.2 | (38.6) | 33.0 | (3.4) | (1,137.5) |
|  |  |  |  |  |  |  |
| Amounts included in  net debt | (797.2) | 147.2 | (38.4) | 1.7 | (3.4) | (690.1) |
|  |  |  |  |  |  |  |
| Financing derivatives | (0.1) | 0.5 | – | – | (2.7) | (2.3) |
|  |  |  |  |  |  |  |
| Total financing  liabilities1 | (1,274.8) | 146.7 | (38.6) | 33.0 | (6.1) | (1,139.8) |

1. Total financing liabilities comprise gross debt plus other liabilities relating to financing activities.

27. Commitments & legal claims

Capital commitments

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Outstanding capital commitments contracted but not provided for  – property, plant & equipment | 13.2 | 19.1 |

Legal claims

The  Company and certain subsidiaries are, from time-to-time, party to legal proceedings and

claims that arise in the normal course of business. Provisions have been made where the

Directors have assessed that a cash outflow is probable. All other claims are believed to be

remote or are not yet ripe.

28. Equity settled share-based payments

Employee share plans

The Group’s 2018 Share Reward Plan (SRP) allows for Restricted shares and Bonus shares to be

awarded to employees under the Plan. Details of the SRP for Executive Directors are outlined in

the Remuneration report on pages 113 to 147. The vesting period varies with awards issued

between 2018–2020 vesting in four tranches for Group Executives and Executive Directors and

three tranches for all other participants on a pro rata basis, awards issued in 2021 vesting in

three tranches, while awards issued in 2022 and 2023 will vest in full at the end of three years.

Underpins and two and three-year holding periods are attached to the Executive Directors’

and Group Executives’ SRP awards. Dividend equivalents are added in the form of shares at

each vesting date.

In 2019, the Weir Group All-Employee Share Ownership Plan (Weir ShareBuilder) launched.

Awards granted under Weir ShareBuilder are free shares given to all employees who meet the

eligibility criteria. Awards vest in one tranche on the second anniversary of the grant date. The

2022 award vested on 10 May 2024. Dividend equivalents are added in the form of shares at

each vesting date. These awards are immaterial in both the number of shares and award

value.

In 2024, one-off performance share awards were issued to two senior employees. The awards

contain ‘non-market’ vesting conditions for IFRS 2 purposes and will vest at the end of April

2026. These awards are subject to an underpin, which consists of a ‘basket’ of pre-determined

key metrics that will reflect achievement of Performance Excellence targets over the vesting

period. For each metric, a clearly defined and, where relevant, quantifiable ‘threshold’ was set

at the time of grant. Dividend equivalents are added in the form of shares at each vesting

date. These awards are immaterial in both the number of shares and award value.

One-off conditional share awards are also occasionally granted to employees. These

transactions fall under the scope of IFRS 2 'Share-based payments' and are treated in line with

awards issued under the Group’s SRP in the year of award.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 216 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

The  following tables illustrate the number and weighted average share prices (WASP) of

shares awarded.

Restricted shares

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2024 |  | 2023 |  |
|  | Number | 2024 | Number | 2023 |
|  | million | WASP | million | WASP |
| Outstanding at the beginning of the year | 1.5 | £16.04 | 1.6 | £14.35 |
| Awarded during the year | 0.8 | £19.83 | 0.6 | £18.64 |
| Vested during the year | (0.3) | £14.64 | (0.4) | £12.46 |
| Forfeited during the year | (0.2) | £18.18 | (0.3) | £14.58 |
| Outstanding at the end of the year | 1.8 | £17.62 | 1.5 | £16.04 |

A total of 21,292 awards (2023: 26,098) were issued to new employees under the Weir

ShareBuilder Plan in the year.

In respect of awards issued in the year and revised estimates of previously issued awards,

under the SRP, Weir ShareBuilder and performance shares, an amount of £10.4m has been

charged (2023: £7.0m) to the Consolidated Income Statement in respect of the number of

awards that are expected to be made at the end of the vesting period.

The remaining contractual lives of the outstanding SRP, Weir ShareBuilder and one-off

conditional share awards at the end of the period are as follows.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2024 | 2024 | 2023 | 2023 |
| Year of award | Number  million | Remaining  contractual  life1 | Number  million | Remaining  contractual  life1 |
| 2020 | 0.1 | 3 months | 0.1 | 8 months |
| 2021 | 0.1 | 9 months | 0.2 | 8 months |
| 2022 | 0.5 | 3 months | 0.6 | 14 months |
| 2023 | 0.5 | 13 months | 0.6 | 24 months |
| 2024 | 0.6 | 21 months | – | – |

1. Remaining contractual life reflects an average across awards with one to five-year vesting periods.

The fair value at date of grant of the conditional awards has been independently estimated for

both the Restricted shares and Weir ShareBuilder awards. The grant date fair value of these

awards is calculated as the share price at the date of grant less an adjustment for loss of

reinvestment return on the dividend equivalent. There are no performance conditions

attached to these awards.

The fair value of occasional one-off conditional awards at grant date is also estimated on

this basis.

Bonus shares

Under the Group’s annual bonus plan, Executive Directors and members of the Group

Executive defer 30% of any bonus received into an award of Weir Group shares, which will

normally be released after three years. These awards are entitled to receive the value of the

dividends paid by the Company during the three-year holding period or to have dividend

equivalents added in the form of shares at each vesting date.

The SRP bonus shares are administered by Computershare Trust Company, N.A., CPU Share

Plans Pty Ltd and Computershare Investor Services PLC. The shares are acquired on market at

the grant date and are held in Computershare Trust Company, N.A., CPU Share Plans Pty Ltd

and Computershare Investor Services PLC until such time as they are vested. Forfeited shares

are reallocated in subsequent grants. Under the terms of the Trust Deed, Weir Group is

required to provide the necessary funding for the acquisition of the shares at the time of the

grant.

The number of shares to be granted is determined based on the applicable annual bonus

divided by the average share price for the three days immediately prior to the date of the

grant or the number of shares purchased in the stock market with the applicable annual

bonus. In 2024, 37,278 shares were awarded (2023:  49,023).

The fair value of the rights at grant date was estimated by taking the market price of the

Company’s shares on that date.

29. Related party disclosure

The following table provides the total amount of significant transactions that have been

entered into by the Group with related parties for the relevant financial year and outstanding

balances at the year end.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  | Sales to  related  parties –  goods | Sales to  related  parties –  services | Purchases  from  related  parties –  goods | Amounts  owed to  related  parties | Amounts  owed by  related  parties |
| Related party |  | £m | £m | £m | £m | £m |
| Joint ventures | 2024 | 1.0 | 0.1 | 17.3 | 4.8 | 0.3 |
|  | 2023 | 0.9 | 0.1 | 19.2 | 3.8 | 0.4 |
| Group pension plans | 2024 | – | – | – | 2.8 | – |
|  | 2023 | – | – | – | 1.6 | – |

Contributions to the Group pension plans are disclosed in note 24.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 217 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Terms & conditions of transactions with related parties

Sales to and from related parties are made at normal market prices. Outstanding balances at

the period end are unsecured and settlement occurs in cash. There have been no guarantees

provided or received for any related party balances. For 2024, the Group has not raised any

provision for doubtful debts relating to amounts owed by related parties (2023: £nil) as the

payment history has been excellent and there is no forward-looking information that suggests

there will be any issues affecting the ability for future settlement. This assessment is

undertaken each financial year through examining the financial position of the related party

and the market in which the related party operates.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
| Compensation of key management personnel | £m | £m |
| Short-term employee benefits | 8.3 | 7.6 |
| Share-based payments | 4.4 | 2.3 |
| Post-employment benefits | 0.4 | 0.4 |
|  | 13.1 | 10.3 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
| Emoluments paid to the Directors of The Weir Group PLC | £m | £m |
| Remuneration | 3.9 | 3.5 |
| Gains made on the exercise of Long Term Incentive Plan awards | 1.3 | 1.3 |
|  | 5.2 | 4.8 |

Key management comprises the Board and the Group Executive. Further details of the

Directors’ remuneration are disclosed in the Directors’ Remuneration report on pages 113 to

147.

30. Financial instruments

Derivative financial instruments

The Group enters into derivative financial instruments in the normal course of business in

order to hedge its exposure to foreign exchange risk. Derivatives are only used for economic

hedging purposes and no speculative positions are taken. Derivatives are recognised as held

for trading and at fair value through profit and loss unless they are designated in IFRS 9

'Financial Instruments' compliant hedge relationships.

The following table below summarises the types of derivative financial instrument included

within each balance sheet category.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Included in current assets |  |  |
| Forward foreign currency contracts designated as cash flow hedges | 1.1 | 0.6 |
| Forward foreign currency contracts designated as fair value hedges | 1.7 | – |
| Other forward foreign currency contracts | 7.9 | 7.3 |
|  | 10.7 | 7.9 |
|  |  |  |
| Included in current liabilities |  |  |
| Forward foreign currency contracts designated as cash flow hedges | (0.3) | (0.5) |
| Forward foreign currency contracts designated as fair value hedges | (0.4) | – |
| Other forward foreign currency contracts | (9.4) | (5.9) |
|  | (10.1) | (6.4) |
|  |  |  |
| Included in non-current liabilities |  |  |
| Forward foreign currency contracts designated as fair value hedges | – | (2.3) |
|  | – | (2.3) |
|  |  |  |
| Net derivative financial assets (liabilities) | 0.6 | (0.8) |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 218 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Financial assets and liabilities

Financial assets and liabilities (with the exception of derivative financial instruments) are

initially recognised at fair value net of transaction costs. Subsequently they are recognised at

either fair value or amortised cost. Derivative financial instruments are initially recognised at

fair value and subsequently remeasured at fair value. The Group uses the following hierarchy

for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities;

Level 2:Other techniques for which all inputs that have a significant effect on the recorded

fair value are observable, either directly or indirectly; and

Level 3:Techniques that use inputs that have a significant effect on the recorded fair value

that are not based on observable market data.

During the year ended 31 December 2023, following the settlement of private placement debt

and the issue of further Sustainability-Linked Notes, the fair value of fixed-rate borrowings were

reassessed as a level 1 fair value measurement rather than level 2 as the full balance is now

calculated using quoted market prices.

During the year ended 31 December 2024, there were no transfers between level 1 and level 2

fair value measurements and no transfers into or out of level 3 fair value measurements.

Offsetting

Financial assets and liabilities are offset and the net amount reported in the balance sheet

where the Group currently has a legal right to offset the recognised amounts, and there is an

intention to settle on a net basis or realise the asset and settle the liability simultaneously.

As at 31 December 2024, cash and short-term deposits of £556.4m (2023: £707.2m) and

current interest-bearing loans and borrowings of £55.2m ( 2023: £286.2m) were presented

after elimination of debit and credit balances within individual pools of £0.1m (2023: £nil).

The Group operates a notional cash pooling arrangement in which individual balances are not

offset for reporting purposes as the Group does not intend to settle on a net basis. Cash and

short-term deposits at 31 December 2024 includes £29.5m (2023: £256.0m) that is part of this

arrangement and both cash and interest-bearing loans and borrowings are grossed up by

this amount.

The Group has also entered into arrangements that do not meet the criteria for offsetting, but

still allow for the related amounts to be offset in specific circumstances. As at 31 December

2024, the Group had derivative financial instruments of £1.6m (2023: £1.5m) which were

subject to master netting arrangements, but not offset.

Carrying amounts and fair values

The following tables show the carrying amounts and fair values of the Group’s financial

instruments that are reported in the financial statements.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  | Fair value measurement using | | |
|  | Carrying  amount | Fair value | Level 1  Quoted  prices in  active  markets | Level 2  Significant  observable  inputs | Level 3  Significant  unobservable  inputs |
|  | 2024 | 2024 |  |  |  |
|  | £m | £m | £m | £m | £m |
| Financial assets |  |  |  |  |  |
| Derivative financial instruments  recognised at fair value through  profit or loss | 7.9 | 7.9 | – | 7.9 | – |
| Derivative financial instruments  in designated hedge accounting  relationships | 2.8 | 2.8 | – | 2.8 | – |
| Trade & other receivables  excluding statutory assets,  prepayments & construction  contract assets | 510.3 | 510.3 | – | 510.3 | – |
| Cash & short-term deposits | 556.4 | 556.4 | – | 556.4 | – |
|  | 1,077.4 |  |  |  |  |
| Financial liabilities |  |  |  |  |  |
| Derivative financial instruments  recognised at fair value through  profit or loss | 9.4 | 9.4 | – | 9.4 | – |
| Derivative financial instruments  in designated hedge accounting  relationships | 0.7 | 0.7 | – | 0.7 | – |
| Deferred consideration payable | 0.6 | 0.6 | – | 0.6 | – |
| Amortised cost: |  |  |  |  |  |
| Fixed-rate borrowings | 936.6 | 923.5 | 923.5 | – | – |
| Floating-rate borrowings | (2.1) | (2.1) | – | (2.1) | – |
| Leases | 127.0 | n/a | n/a | n/a | n/a |
| Bank overdrafts | 29.5 | 29.5 | – | 29.5 | – |
| Trade & other payables  excluding statutory liabilities &  contract liabilities | 476.6 | 476.6 | – | 476.6 | – |
|  | 1,578.3 |  |  |  |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 219 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  | Fair value measurement using | | |
|  | Carrying  amount | Fair value | Level 1  Quoted  prices in  active  markets | Level 2  Significant  observable  inputs | Level 3  Significant  unobservable  inputs |
|  | 2023 | 2023 |  |  |  |
|  | £m | £m | £m | £m | £m |
| Financial assets |  |  |  |  |  |
| Derivative financial instruments  recognised at fair value through profit  or loss | 7.3 | 7.3 | – | 7.3 | – |
| Derivative financial instruments in  designated hedge accounting  relationships | 0.6 | 0.6 | – | 0.6 | – |
| Trade & other receivables excluding  statutory assets, prepayments &  construction contract assets | 508.5 | 508.5 | – | 508.5 | – |
| Cash & short-term deposits | 707.2 | 707.2 | – | 707.2 | – |
|  | 1,223.6 |  |  |  |  |
| Financial liabilities |  |  |  |  |  |
| Derivative financial instruments  recognised at fair value through profit  or loss | 5.9 | 5.9 | – | 5.9 | – |
| Derivative financial instruments in  designated hedge accounting  relationships | 2.8 | 2.8 | – | 2.8 | – |
| Deferred consideration payable | 1.6 | 1.6 | – | 1.6 | – |
| Amortised cost: |  |  |  |  |  |
| Fixed-rate borrowings | 922.3 | 895.9 | 895.9 | – | – |
| Floating-rate borrowings | 97.7 | 97.7 | – | 97.7 | – |
| Leases | 117.5 | n/a | n/a | n/a | n/a |
| Bank overdrafts | 259.8 | 259.8 | – | 259.8 | – |
| Trade & other payables excluding  statutory liabilities & contract liabilities | 457.6 | 457.6 | – | 457.6 | – |
|  | 1,865.2 |  |  |  |  |

Assets and liabilities recognised at amortised cost

The fair value of fixed-rate borrowings has been assessed as a level 1 fair value measurement

as the full balance is calculated using quoted market prices. All other financial assets and

liabilities carried at cost require level 2 fair value measurement for disclosure purposes. The fair

value of floating-rate borrowings approximates the carrying value due to the variable nature

of the interest terms. The carrying amount of lease liabilities is estimated by discounting future

cash flows using the rate implicit in the lease or the Group’s incremental borrowing rate. The

fair value of cash and short-term deposits, trade and other receivables and trade and other

payables approximates their carrying amount due to the short-term maturities of these

instruments. As such, disclosure of the fair value hierarchy for these items is not required.

Assets and liabilities recognised at fair value

The Group enters into derivative financial instruments with various counterparties, principally

financial institutions with investment grade credit ratings. The derivative financial instruments

are valued using valuation techniques with market observable inputs including spot and

forward foreign exchange rates, interest rate curves, counterparty and own credit risk. The fair

value of cross-currency swaps is calculated as the present value of the estimated future cash

flows based on spot and forward foreign exchange rates. The fair value of forward foreign

currency contracts is calculated as the present value of the estimated future cash flows based

on spot and forward foreign exchange rates.

Hedging activities

The Group designates certain derivative financial instruments in either cash flow hedging, net

investment hedging or fair value hedging relationships in accordance with IFRS 9.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Cash flow hedge | Net investment hedge | Fair value hedge |
| Hedge relationship | Cash flow hedge of  highly probable  forecast foreign  currency purchases  and sales | Net investment hedge  of foreign operations | Fair value hedge of  foreign currency debt |
| Hedged risk | Transactional foreign  exchange risk | Translational foreign  exchange risk | Transactional foreign  exchange risk |
| Hedging instruments | Forward foreign  currency contracts | Foreign currency debt  Forward foreign  currency contracts | Forward foreign  currency contracts |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 220 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

For each type of derivative financial instrument, the net carrying amount and maturity date

ranges are set out in the table below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Net carrying  amount | Maturity  dates |
| Year ended 31 December 2024 | £m |  |
| Forward foreign currency contracts designated as cash flow hedges | 0.8 | 2025 to  2026 |
| Forward foreign currency contracts designated as fair value hedges | 1.3 | 2025 |
| Other forward foreign currency contracts at fair value through profit  or loss | (1.5) | 2025 to  2026 |
|  | 0.6 |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Net carrying  amount | Maturity  dates |
| Year ended 31 December 2023 | £m |  |
| Forward foreign currency contracts designated as cash flow hedges | 0.1 | 2024 to  2025 |
| Forward foreign currency contracts designated as fair value hedges | (2.3) | 2025 |
| Other forward foreign currency contracts at fair value through profit  or loss | 1.4 | 2024 |
|  | (0.8) |  |

For each type of derivative financial instrument, the amounts recognised for the year in profit

or loss and equity are set out in the table below. In the financial statements these amounts are

offset by the retranslation of foreign currency denominated receivables and payables, the

impact of which is also set out in the following tables.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Amounts recognised in  profit or loss | | Amounts recognised in equity | | |
|  | Other  (losses)  gains in  operating  profit | Total  amounts  recognised  in profit or  loss | Cost of  hedging  reserve | Cash flow  hedge  reserve | Foreign  currency  translation  reserve |
| Year ended 31 December 2024 | £m | £m | £m | £m | £m |
| Instruments measured at fair value | | | | | |
| Designated in hedge accounting relationships | | | | | |
| Forward foreign currency  contracts designated as cash  flow hedges | (0.1) | (0.1) | – | 0.8 | – |
| Forward foreign currency  contracts designated as fair  value hedges | 0.3 | 0.3 | 0.5 | – | – |
| Not designated in hedge accounting relationships | | | | | |
| Other forward foreign  currency contracts at fair  value through profit or loss | 4.2 | 4.2 | – | – | – |
| Total gains on instruments | 4.4 | 4.4 | 0.5 | 0.8 | – |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 221 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Amounts recognised in  profit or loss | | Amounts recognised in equity | | |
|  | Other gains  in operating  profit | Total  amounts  recognised  in profit or  loss | Cost of  hedging  reserve | Cash flow  hedge  reserve | Foreign  currency  translation  reserve |
| Year ended 31 December 2023 | £m | £m | £m | £m | £m |
| Instruments measured at fair value | | | | | |
| Designated in hedge accounting relationships | | | | | |
| Forward foreign currency  contracts designated as cash  flow hedges | 0.5 | 0.5 | – | (0.4) | – |
| Forward foreign currency  contracts designated as net  investment hedges | – | – | – | – | (2.7) |
| Forward foreign currency  contracts designated as fair  value hedges | 0.1 | 0.1 | (0.8) | – | – |
| Not designated in hedge accounting relationships | | | | | |
| Other forward foreign  currency contracts at fair  value through profit or loss | – | – | – | – | – |
| Total gains (losses) on  instruments | 0.6 | 0.6 | (0.8) | (0.4) | (2.7) |

Hedge ineffectiveness

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.

For hedges of foreign currency revenue and cost of sales, the Group enters into hedge

relationships where the critical terms of the hedging instrument match exactly with the terms

of the hedged item. The Group therefore performs a qualitative assessment of effectiveness. 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 determine whether an economic relationship remains, and

so assess effectiveness. As all critical terms matched during the year, the economic

relationships were 100% effective.

Ineffectiveness may arise if the timing of the forecast transaction changes from what was

originally estimated, or if there are changes in the credit risk of the Group or the derivative

counterparty.

The Group utilises borrowings that are measured at amortised cost and denominated in the

currency of the hedged net assets, as hedging instruments in net investment hedges. The

Group does not hedge 100% of its net assets of foreign operations, therefore, the hedged item

is identified as a proportion of the net assets of the foreign operations up to the notional

amount of the foreign exchange forwards and principal amount of the borrowings. The Group

also utilises forward foreign currency contracts as hedging instruments in net investment

hedges. As all critical terms matched during the year, the economic relationships were 100%

effective.

There was no ineffectiveness during 2024 or 2023 in relation to hedge relationships.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 222 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Effects of hedge accounting on financial position and performance

The effects of the foreign currency related hedging instruments on the Group’s financial

position and performance are as follows.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Cash flow hedging: foreign currency forwards | 2024 | 2023 |
| Carrying amount (£m) | 0.8 | 0.1 |
| Assets | 1.1 | 0.6 |
| Liabilities | (0.3) | (0.5) |
| Notional amounts (m) |  |  |
| USD | 21.0 | 39.8 |
| GBP | – | 0.1 |
| NZD | – | 0.5 |
| EUR | 29.3 | 13.7 |
| Average exchange rates |  |  |
| EUR:AUD | 1.65 | 1.66 |
| USD:AUD | 1.52 | 1.51 |
| USD:CAD | – | 1.33 |
| GBP:AUD | – | 1.88 |
| GBP:EUR | – | 1.13 |
| GBP:USD | – | 1.22 |
| NZD:AUD | – | 0.92 |
| Maturity dates | 01/2025 -  01/2026 | 01/2024 -  03/2025 |
| Hedge ratios1 | 1:1 | 1:1 |
| Change in fair value of outstanding hedging instruments since 1  January (£m) | 0.7 | (0.4) |
| Change in value of hedged item used to determine hedge  effectiveness (£m) | (0.7) | 0.4 |

1. The foreign currency forwards are denominated in the same currency as the highly probable future transactions, therefore

the hedge ratio is 1:1.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Net investment hedging: foreign currency forwards and borrowings | 2024 | 2023 |
| Carrying amount (£m) | (639.0) | (626.8) |
| Liabilities – borrowings | (639.0) | (626.8) |
| Notional amounts (m) |  |  |
| USD | 800.0 | 800.0 |
| Average exchange rates |  |  |
| GBP:USD | 1.28 | 1.24 |
| Maturity dates | 05/2026 | 05/2026 |
| Hedge ratios | 1:1 | 1:1 |
| Change in fair value of outstanding hedging instruments since 1  January (£m) | (12.2) | 27.6 |
| Change in value of hedged item used to determine hedge  effectiveness (£m) | 12.2 | (27.6) |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Fair value hedging: foreign currency forwards | 2024 | 2023 |
| Carrying amount (£m) | 1.3 | (2.3) |
| Assets – derivatives | 1.7 | – |
| Liabilities – derivatives | (0.4) | (2.3) |
| Notional amounts (m) |  |  |
| USD | 230.0 | 110.0 |
| Average exchange rates |  |  |
| GBP:USD | 1.26 | 1.25 |
| Maturity dates | 05/2025 | 05/2025 |
| Hedge ratios1 | 1:1 | 1:1 |
| Change in fair value of outstanding hedging instruments since 1  January (£m) | 2.6 | (1.8) |
| Change in value of hedged item used to determine hedge  effectiveness (£m) | (2.6) | 1.8 |

1. The derivatives are denominated in the same currency as the foreign currency debt, therefore the hedge ratio is 1:1.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 223 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Financial risk management

Financial risk management of the Group is carried out by Group Treasury in conjunction with

individual subsidiaries. The principal financial risks to which the Group is exposed are market

risk, liquidity risk and credit risk.

Market risk

The Group is exposed to foreign exchange risk and interest rate risk in the ordinary course of

business.

Foreign exchange risk

The Group is exposed to both transactional and translational foreign exchange risk.

Transactional risk arises when subsidiaries enter into transactions denominated in currencies

other than their functional currency for operational or financing purposes or when the Group’s

Treasury function enters into transactions for financing or risk management purposes.

Translational risk arises on the translation of overseas earnings and investments into Sterling

for consolidated reporting purposes. Foreign currency transactional and translational risk could

result in volatility in reported consolidated earnings and net assets.

In respect of transactional foreign currency risk, the Group maintains a policy that all operating

units eliminate exposures on committed foreign currency transactions, usually by entering into

forward foreign currency contracts through the Group’s Treasury function. Certain operating

units apply cash flow hedge accounting in accordance with IFRS 9. The Group does not

engage in any speculative foreign exchange transactions.

The Group has material foreign investments in the US, Australia, Canada, Europe, South

America and South Africa. In respect of translational risk, the Group has a policy of partially

hedging its net investment exposure to US Dollar (US$). This is achieved through designating

an element of US$ denominated borrowings and forward currency contracts as net

investment hedges against the Group’s investments. The Group does not hedge the

translational exposure arising from profit and loss items.

Sensitivity to foreign exchange rates

The Group considers the most significant transactional foreign exchange risk relates to the US

Dollar, Australian Dollar, Euro and Canadian Dollar. The table below shows the impact of

movements in derivative valuation as a result of a weakening of these currencies. In the

Consolidated Income Statement, these amounts are partially offset by the retranslation of

foreign currency denominated receivables and payables. The table also shows the impact of

movements in foreign currency debt designated in net investment hedges.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Increase in  currency  rate | Effect on  profit  gain (loss) | Effect on  equity  gain (loss) |
| Transactional foreign exchange |  | £m | £m |
| 2024 |  |  |  |
| US Dollar | +25% | (40.6) | 127.8 |
| Australian Dollar | +25% | 9.5 | – |
| Euro | +25% | (8.9) | – |
| Canadian Dollar | +25% | (16.5) | – |
| 2023 |  |  |  |
| US Dollar | +25% | 6.2 | 125.4 |
| Australian Dollar | +25% | 6.8 | – |
| Euro | +25% | (6.2) | – |
| Canadian Dollar | +25% | (12.6) | – |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 224 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

The Group is also exposed to translational foreign exchange risk as a result of its global

operations and therefore the earnings of the Group will fluctuate due to changes in foreign

exchange rates in relation to Sterling. The Group’s operating profit before adjusting items was

denominated in the following currencies.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| US Dollar | 206.8 | 165.6 |
| Australian Dollar | 106.3 | 79.7 |
| Chilean Peso | 72.5 | 69.0 |
| Canadian Dollar | 71.8 | 78.8 |
| Euro | 33.0 | 34.6 |
| South African Rand | 16.6 | 24.8 |
| Brazilian Real | 14.9 | 18.8 |
| Indian Rupee | 8.1 | 6.8 |
| Chinese Yuan | 5.6 | 11.0 |
| UK Sterling | (65.3) | (34.4) |
| Other | 1.8 | 4.1 |
| Adjusted operating profit | 472.1 | 458.8 |

Interest rate risk

The Group is exposed to interest rate risk on its outstanding borrowings. Changes in interest

rates will affect future interest cash flows on floating-rate borrowings and the fair value of

fixed-rate borrowings.

The earnings of the Group are sensitive to changes in interest rates in respect of floating-rate

borrowings. As at 31 December 2024, none (2023: 10%) of the Group’s borrowings were at

floating interest rates. The interest rate profile of the Group’s interest-bearing borrowings were

as follows.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2024 | | | 2023 | | |
|  | Floating-rate | Fixed-rate | Total | Floating-rate | Fixed-rate | Total |
|  | £m | £m | £m | £m | £m | £m |
| US Dollar | – | (639.6) | (639.6) | – | (626.8) | (626.8) |
| UK Sterling | – | (300.0) | (300.0) | (100.0) | (300.0) | (400.0) |

Sensitivity to interest rates

Based on borrowings at 31 December 2024, a 1% increase in interest rates would have a £nil

(2023: £1.0m) impact on the profit before tax and amortisation of the Group. This assumes that

the change in interest rates is effective from the beginning of the period and that all other

variables are constant throughout the period.

Liquidity risk

Liquidity risk is the risk that the Group is unable to meet its financial liabilities as they fall due.

Liquidity risk is managed by monitoring forecast and actual cash flows and ensuring that

sufficient committed facilities are in place to meet possible downside scenarios. The Group’s

objective is to maintain a balance between continuity of funding and flexibility through the use

of fixed-rate notes, bank loans and bank overdrafts. Further details of the Group’s borrowing

facilities are disclosed in note 20.

The tables below show only the financial liabilities of the total Group by maturity. The amounts

disclosed in the table are undiscounted cash flows and may therefore not agree to the

amounts disclosed in the Consolidated Balance Sheet.

The Group manages its liquidity to ensure that it always has sufficient funding to grow the

business and is able to meet its obligations as they fall due.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Year ended 31 December 2024 | Less than 1  year | 1 to 2 years | 2 to 5 years | More than 5  years | Total |
| Total Group | £m | £m | £m | £m | £m |
| Forward foreign currency  contracts - net outflow | 0.1 | – | – | – | 0.1 |
| Cash flows relating to  derivative financial liabilities | 0.1 | – | – | – | 0.1 |
| Trade & other payables  excluding statutory liabilities &  deferred income | (492.0) | – | – | – | (492.0) |
| Leases | (31.3) | (28.0) | (49.9) | (55.9) | (165.1) |
| Bank overdrafts | (29.5) | – | – | – | (29.5) |
| Fixed-rate notes | (34.7) | (666.7) | (341.3) | – | (1,042.7) |
| Cash flows relating to non-  derivative financial liabilities | (587.5) | (694.7) | (391.2) | (55.9) | (1,729.3) |
|  | (587.4) | (694.7) | (391.2) | (55.9) | (1,729.2) |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 225 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Year ended 31 December 2023 | Less than 1  year | 1 to 2 years | 2 to 5 years | More than 5  years | Total |
| Total Group | £m | £m | £m | £m | £m |
| Forward foreign currency  contracts - net outflow | (1.4) | 2.4 | – | – | 1.0 |
| Cash flows relating to  derivative financial liabilities | (1.4) | 2.4 | – | – | 1.0 |
| Trade & other payables  excluding statutory liabilities  & deferred income | (469.3) | (0.6) | – | – | (469.9) |
| Leases | (33.4) | (26.1) | (45.1) | (34.2) | (138.8) |
| Bank overdrafts | (259.8) | – | – | – | (259.8) |
| Bank loans | (5.8) | (5.8) | (113.4) | – | (125.0) |
| Fixed-rate notes | (34.4) | (34.4) | (995.6) | – | (1,064.4) |
| Cash flows relating to non-  derivative financial liabilities | (802.7) | (66.9) | (1,154.1) | (34.2) | (2,057.9) |
|  | (804.1) | (64.5) | (1,154.1) | (34.2) | (2,056.9) |

Credit risk

The Group is exposed to credit risk to the extent of non-payment by either its customers or the

counterparties to its derivative financial instruments.

The Group’s credit risk is primarily attributable to its trade receivables with risk spread over a

large number of countries and customers, with no significant concentration of risk. Where

appropriate, the Group endeavours to minimise risk by the use of trade finance instruments

such as letters of credit and insurance. In addition, applicable credit worthiness checks are

undertaken with external credit rating agencies before entering into contracts with customers

and credit limits are set as appropriate and enforced. As shown in note 18, the trade

receivables presented in the balance sheet are net of the expected credit loss allowance. Refer

to note 18 for details of the loss allowance calculation.

In certain circumstances, operating entities are permitted to make use of invoice discounting

facilities, primarily customer supply chain financing arrangements, to reduce counterparty

credit risk. The arrangements are assessed to ensure the entity has transferred substantially all

the risks and rewards of ownership of the receivables, allowing the derecognition of the

receivables in their entirety. The cash when received is recognised as a working capital

movement and presented in cash generated from operations. The total amount of receivable

invoices discounted at the year end and therefore derecognised was £34.8m (2023: £33.0m)

and this is reflected in the working capital cash flows section of note 26. The fees incurred as

part of the invoice discounting programme are as shown in note 7.

The Group’s exposure to the credit risk of financial instruments is limited by the adherence to

counterparty credit limits, and by only trading with counterparties that have an investment

grade credit rating or better at contract inception, based upon ratings provided by the major

credit rating agencies. Exposures to those counterparties are regularly reviewed and, when the

market view of a counterparty’s credit quality changes, adjusted as considered appropriate.

The maximum exposure to credit risk is equal to the carrying value of the financial assets of

the Group.

31. Capital management

The primary objective of the Group’s capital management is to ensure that it maintains robust

capital ratios in order to support its business and maximise Shareholder value.

The Group manages its capital structure and makes adjustments in light of changes in

economic conditions. To maintain or adjust the capital structure, the Group may adjust the

dividend payment to Shareholders, return capital to Shareholders or issue new shares. The

Group’s banking arrangements include bi-annual financial covenants based on adjusted net

debt to EBITDA (not greater than 3.5 ) and adjusted interest cover (not less than 3.5). The Group

has complied with these covenants throughout the reporting period and monitors capital

using the following indicators.

Net debt to EBITDA cover – covenant basis

Net debt to EBITDA comprises net debt divided by operating profits from total operations

before exceptional and other adjusting items, intangibles amortisation, depreciation and

excluding the impact of IFRS 16 ‘Leases’.

For the purposes of the covenants required by the Group’s lenders, net debt is to be

converted at the exchange rate used in the preparation of the Group’s Consolidated Income

Statement and Consolidated Cash Flow Statement, i.e. average rate. In addition, results of

businesses acquired in the financial year have to be included as if the acquisitions occurred at

the start of the financial year, while the results of businesses disposed of in the year are to be

excluded.

The Group considers the ratio of net debt to EBITDA on a covenant basis to be the key metric

from a capital management perspective. The Group seeks to maintain the ratio between 0.5 to

1.5 times, with up to 2.0 times for acquisitions.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
| Net debt at average exchange rates (£m) | 390.2 | 573.9 |
| Adjusted EBITDA from continued operations (note 3) (£m) | 561.9 | 542.5 |
| Adjustment for IFRS 16 (£m) | (30.5) | (35.8) |
| Adjusted EBITDA – covenant basis (£m) | 531.4 | 506.7 |
| Net debt to adjusted EBITDA cover (ratio) | 0.7 | 1.1 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 226 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Group Financial Statements

### continued

Interest cover – covenant basis

Interest cover comprises adjusted operating profit from total operations divided by adjusted

net finance costs (excluding other finance costs) and excluding the impact of IFRS 16 ‘Leases’.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
| Adjusted EBITA from continuing operations (note 3) (£m) | 484.1 | 471.0 |
| Adjustment to exclude the impact of IFRS 16 (£m) | 1.4 | (4.2) |
| Operating profit – covenant basis (£m) | 485.5 | 466.8 |
| Adjusted net finance costs (excluding other finance costs) –  covenant basis (£m) | 38.1 | 44.0 |
| Interest cover (ratio) – covenant basis | 12.7 | 10.6 |

Gearing ratio

Gearing comprises net debt divided by total equity. Net debt comprises cash and short-term

deposits and interest-bearing loans and borrowings (note 26).

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
| Net debt (£m) | 534.6 | 690.1 |
| Total equity (£m) | 1,853.6 | 1,699.7 |
| Gearing ratio (%) | 28.8 | 40.6 |

32. Exchange rates

The principal exchange rates applied in the preparation of these financial statements were as

follows.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Average rate (per £) | 2024 | 2023 |
| US Dollar | 1.28 | 1.24 |
| Australian Dollar | 1.94 | 1.87 |
| Euro | 1.18 | 1.15 |
| Canadian Dollar | 1.75 | 1.68 |
| Chilean Peso | 1,205.92 | 1,044.69 |
| South African Rand | 23.42 | 22.94 |
| Brazilian Real | 6.89 | 6.21 |
| Chinese Yuan | 9.20 | 8.81 |
| Indian Rupee | 106.94 | 102.66 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Closing rate (per £) | 2024 | 2023 |
| US Dollar | 1.25 | 1.28 |
| Australian Dollar | 2.02 | 1.87 |
| Euro | 1.21 | 1.15 |
| Canadian Dollar | 1.80 | 1.69 |
| Chilean Peso | 1,247.41 | 1,124.43 |
| South African Rand | 23.65 | 23.30 |
| Brazilian Real | 7.72 | 6.19 |
| Chinese Yuan | 9.14 | 9.06 |
| Indian Rupee | 107.17 | 105.96 |

33. Events after the balance sheet date

On 23 January 2025, the Group announced plans to optimise capacity across its Minerals

Division’s Europe, Middle East, and Africa (EMEA) region, with the objective of bringing the

business closer to its key customers and enhancing efficiency. As part of this, a consultation

process has been initiated with employees on a proposal regarding the closure of its

manufacturing site in Todmorden, UK. The consultation process is ongoing and is expected to

complete around the end of March 2025. If the proposal is implemented, this would result in

the closure of the Todmorden plant by the end of 2025 with production being relocated to

other facilities in the EMEA region. The associated financial impact cannot be fully determined

until the outcome of the consultation and other aspects of the proposed restructuring plan

are known.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 227 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Company Balance Sheet

at

### 31 December 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | 31  December  2024 | 31  December  2023 |
|  | Note | £m | £m |
| ASSETS |  |  |  |
| Non-current assets |  |  |  |
| Intangible assets | 3 | – | 0.1 |
| Property, plant & equipment | 4 | 8.7 | 9.7 |
| Investments in subsidiaries & loans | 5 | 3,970.2 | 4,062.4 |
| Deferred tax assets | 6 | 35.3 | 19.8 |
| Trade & other receivables | 7 | 30.0 | 34.2 |
| Retirement benefit plan assets | 8 | 32.6 | 30.1 |
| Total non-current assets |  | 4,076.8 | 4,156.3 |
| Current assets |  |  |  |
| Trade & other receivables | 7 | 276.7 | 194.8 |
| Derivative financial instruments | 9 | 20.4 | 14.3 |
| Cash & short-term deposits |  | 24.4 | 27.3 |
| Total current assets |  | 321.5 | 236.4 |
| Total assets |  | 4,398.3 | 4,392.7 |
| LIABILITIES |  |  |  |
| Current liabilities |  |  |  |
| Interest-bearing loans & borrowings | 11 | 1,394.4 | 1,237.9 |
| Trade & other payables | 10 | 88.3 | 56.5 |
| Derivative financial instruments | 9 | 18.1 | 14.3 |
| Provisions | 12 | 3.9 | 6.0 |
| Total current liabilities |  | 1,504.7 | 1,314.7 |
| Non-current liabilities |  |  |  |
| Interest-bearing loans & borrowings | 11 | 1,089.3 | 1,266.4 |
| Derivative financial instruments | 9 | – | 2.3 |
| Deferred tax liabilities | 6 | 8.0 | 7.3 |
| Retirement benefit plan deficits | 8 | 0.7 | 0.8 |
| Total non-current liabilities |  | 1,098.0 | 1,276.8 |
| Total liabilities |  | 2,602.7 | 2,591.5 |
| NET ASSETS |  | 1,795.6 | 1,801.2 |
|  |  |  |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | 31  December  2024 | 31  December  2023 |
|  | Note | £m | £m |
| CAPITAL & RESERVES |  |  |  |
| Share capital | 13 | 32.5 | 32.5 |
| Share premium |  | 582.3 | 582.3 |
| Merger reserve | 13 | 332.6 | 332.6 |
| Treasury shares | 13 | (37.3) | (29.0) |
| Capital redemption reserve | 13 | 0.5 | 0.5 |
| Special reserve | 13 | 1.8 | 1.8 |
| Hedge accounting reserve | 13 | 0.1 | (0.5) |
| Retained earnings |  | 883.1 | 881.0 |
| TOTAL EQUITY |  | 1,795.6 | 1,801.2 |

In accordance with the concession granted under section 408 of the Companies Act 2006, the

Income Statement and Statement of Comprehensive Income of the Company have not been

separately presented in these financial statements. The profit of the Company was £ 94.5m

(2023 : £215.0 m).

The financial statements on pages 227 to 238 were approved by the Board of Directors on

27 February 2025 and signed on its behalf by:

|  |  |
| --- | --- |
|  |  |
|  |  |
| Jon Stanton  Director | Brian Puffer  Director |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 228 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Company Statement of Changes in Equity

### for the year ended

### 31 December 2024

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  | Share  capital | Share  premium | Merger  reserve | Treasury  shares | Capital  redemption  reserve | Special  reserve | Hedge  accounting  reserve | Retained  earnings | Total  equity |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| At 1 January 2023 | 32.5 | 582.3 | 332.6 | (14.3) | 0.5 | 1.8 | — | 785.9 | 1,721.3 |
| Profit for the year | — | — | — | — | — | — | — | 215.0 | 215.0 |
| Cost of hedging taken to equity on fair value hedges | — | — | — | — | — | — | (0.8) | — | (0.8) |
| Reclassification adjustments on fair value hedges | — | — | — | — | — | — | 0.1 | — | 0.1 |
| Remeasurements on defined benefit plans | — | — | — | — | — | — | — | (29.0) | (29.0) |
| Tax credit relating to above items | — | — | — | — | — | — | 0.2 | 7.2 | 7.4 |
| Total net comprehensive (expense) income for the year | — | — | — | — | — | — | (0.5) | 193.2 | 192.7 |
| Cost of share-based payments inclusive of tax credit | — | — | — | — | — | — | — | 7.1 | 7.1 |
| Dividends (note 2) | — | — | — | — | — | — | — | (95.9) | (95.9) |
| Purchase of shares for employee share plans | — | — | — | (24.0) | — | — | — | — | (24.0) |
| Exercise of share-based payments | — | — | — | 9.3 | — | — | — | (9.3) | — |
| At 31 December 2023 | 32.5 | 582.3 | 332.6 | (29.0) | 0.5 | 1.8 | (0.5) | 881.0 | 1,801.2 |
| Profit for the year | — | — | — | — | — | — | — | 94.5 | 94.5 |
| Gain of hedging taken to equity on fair value hedges | — | — | — | — | — | — | 0.5 | — | 0.5 |
| Reclassification adjustments on fair value hedges | — | — | — | — | — | — | 0.3 | — | 0.3 |
| Remeasurements on defined benefit plans | — | — | — | — | — | — | — | 1.6 | 1.6 |
| Tax charge relating to above items | — | — | — | — | — | — | (0.2) | (0.5) | (0.7) |
| Total net comprehensive income for the year | — | — | — | — | — | — | 0.6 | 95.6 | 96.2 |
| Cost of share-based payments inclusive of tax credit | — | — | — | — | — | — | — | 11.2 | 11.2 |
| Dividends (note 2) | — | — | — | — | — | — | — | (99.8) | (99.8) |
| Purchase of shares for employee share plans | — | — | — | (13.2) | — | — | — | — | (13.2) |
| Exercise of share-based payments | — | — | — | 4.9 | — | — | — | (4.9) | — |
| At 31 December 2024 | 32.5 | 582.3 | 332.6 | (37.3) | 0.5 | 1.8 | 0.1 | 883.1 | 1,795.6 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 229 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Company Financial Statements

1. Accounting policies

Authorisation of financial statements and statement of compliance

The company financial statements of The Weir Group PLC (the ‘Company’) for the year ended

31 December 2024  (‘2024’) were approved and authorised for issue in accordance with a

resolution of the Directors on 27 February 2025. The comparative information is presented for

the year ended 31 December 2023 (‘2023’).

The Weir Group PLC is a public limited company limited by shares and incorporated in

Scotland, United Kingdom and is listed on the London Stock Exchange.

Basis of preparation

The company financial statements of The Weir Group PLC have been prepared on a going

concern basis under the historic cost convention and in accordance with FRS 101 and applied

in accordance with the provisions of the Companies Act 2006. These financial statements are

presented in Sterling. All values are rounded to the nearest 0.1 million pounds (£m) except

where otherwise indicated. The following disclosure exemptions from the requirements of IFRS

have been consistently applied in the preparation of these financial statements, in accordance

with FRS 101:

– Disclosures required by paragraphs 45(b) and 46-52 of IFRS 2 ‘Share-based payment’ can

be found in note 28 to the Group Financial statements;

– IFRS 7 ‘Financial instruments: disclosures’ exemption has been taken as a result of the

disclosures in note 30 to the Group Financial Statements;

– IAS 7 ‘Statement of cash flows’;

– Disclosure of key management compensation as required by paragraph 17 of IAS 24

‘Related party disclosures’;

– Disclosure of related party transactions with wholly owned subsidiaries as required by IAS 24

‘Related party disclosures’;

– Paragraph 38 of IAS 1 ‘Presentation of financial statements’ comparative information

requirements in respect of paragraph 79(a)(iv) of IAS 1; paragraph 73(e) of IAS 16 ‘Property,

plant and equipment’; and paragraph 118(e) of IAS 38 ‘Intangible assets’;

– Paragraph 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and paragraphs

134-136 of IAS 1 ‘Presentation of financial statements’; and

– Paragraphs 52 and 58 of IFRS 16 ‘Leases’.

The Company is the parent of the group of companies ultimately owned by the Company and

known as the Weir Group (the ‘Group’). Its principal activity is to act as a holding company for

the Group and perform the head office function.

The accounting policies which follow are consistent with those of the previous period with the

exception of the following standards, amendments and interpretations which are effective for

the year ended 31 December 2024:

– Classification of Liabilities as Current or Non-current liabilities with covenants - Amendments

to IAS 1;

– Lease Liability in Sale and Leaseback - Amendments to IFRS 16; and

– Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7.

The amendments listed above are not considered to have a material impact on the financial

statements.

The following new accounting standards and interpretations have been published but are not

mandatory for 31 December 2024:

– IFRS18 Presentation and disclosure in the financial statements;

– Amendments to IAS 21 - Lack of exchangeability;

– Amendments to IFRS 9 and IFRS 7 - Amendments to the classification and measurement of

financial instruments.

These amendments have not been early adopted by the Company. These standards are not

expected to have a material impact on the Company in the current or future reporting periods

or on foreseeable future transactions.

Use of estimates and judgements

The Company’s material accounting policy information is set out below. The preparation of the

Company Financial Statements, in conformity with FRS 101, requires management to make

judgements that affect the application of accounting policies and estimates that impact the

reported amounts of assets, liabilities, income and expense.

Management bases these judgements and estimates on a combination of past experience,

professional expert advice and other evidence that is relevant to each individual circumstance.

Actual results may differ from these judgements and estimates, which are reviewed on an

ongoing basis. Revisions to accounting estimates are recognised in the period in which the

estimate is revised and in any future periods affected.

Critical estimates

The area where management considers the more complex estimates are required is in

respect of retirement benefits. The assumptions underlying the valuation of retirement benefit

assets and liabilities include discount rates, inflation rates and mortality assumptions which are

based on actuarial advice. Changes in these assumptions could have a material impact on the

measurement of the Company’s retirement benefit obligations. Sensitivities to changes in key

assumptions are provided in note 8.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 230 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Company Financial Statements

### continued

Foreign currency translation

The presentational and functional currency of the Company is Sterling. Transactions

denominated in foreign currencies are translated into the Company’s functional currency

at the exchange rate ruling on the date of the transaction. Monetary assets and liabilities

denominated in foreign currencies are retranslated at the exchange rate ruling on the balance

sheet date. Currency translation differences are recognised in the Income Statement.

Revenue recognition

Revenue is the consideration received or receivable which reflects the amount expected to be

received, mainly the transaction price. Revenue will only be recognised when the fulfilment of

performance obligations is achieved. Revenue mainly relates to transactions with other entities

within the Group, primarily in relation to management recharges.

Property, plant & equipment

Property, plant and equipment comprises owned assets and right-of-use assets that do not

meet the definition of investment property.

Owned assets

Owned property, plant and equipment is stated at cost less accumulated depreciation and

any recognised impairment losses. Depreciation of property, plant and equipment is provided

on a straight-line basis so as to charge the cost less residual value, to the Income Statement

over the expected useful life of the asset concerned, and is in the following ranges:

Long leasehold land and buildings20 years

Office and computer equipment3 – 10 years

Investments

Investments in subsidiaries are held at cost less accumulated impairment losses.

Loans are carried at amortised cost using the effective interest method.

Applicable Group accounting policies

The following significant accounting policies are consistent with those applied to the Group

Financial Statements.

– Right-of-use asset and lease liability;

– Impairment of non-current assets;

– Post-employment benefits;

– Share-based payments;

– Financial assets & liabilities;

– Derivative financial instruments;

– Treasury shares; and

– Taxation.

2. Profit attributable to the Company

The profit dealt with in the financial statements of the Company was £94.5m (2023: £215.0m).

The corporate tax credit dealt with in the accounts of the Company was £31.7m (2023:

£26.5m).

Dividends

For details of dividends see note 11 to the Group Financial Statements.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
| Employee benefits expense | £m | £m |
| Wages & salaries | 28.5 | 32.8 |
| Social security costs | 4.0 | 4.4 |
| Defined contribution plans | 1.0 | 1.0 |
| Share-based payments – equity settled transactions | 10.4 | 7.0 |
|  | 43.9 | 45.2 |

During 2024, the average number of people employed by the Company was 238 (2023: 301).

Directors

Details of Directors’ remuneration, benefits and SRP awards are included in the Remuneration

report on pages 113 to 147, and in note 29 to the Group Consolidated Financial Statements.

Auditors’ remuneration

The total fees payable by the Company to PricewaterhouseCoopers LLP (PwC) for work

performed in respect of the audit of the Company were £36,250 ( 2023: £35,00 0). Fees paid

to PwC for non-audit services to the Company itself are not disclosed in these financial

statements as the Group’s Consolidated Financial Statements, in which the Company is

included, are required to disclose such fees on a consolidated basis.

Fees payable by the Company to Ernst & Young LLP for work performed in respect of the audit

of the pension scheme were £48,500 (2023: £51,500).

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 231 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Company Financial Statements

### continued

3. Intangible assets

|  |  |
| --- | --- |
|  |  |
|  | Purchased  software  total |
|  | £m |
| Cost |  |
| At beginning and end of the year | 0.7 |
| Accumulated amortisation |  |
| At 1 January 2024 | 0.6 |
| Charge for the year | 0.1 |
| At 31 December 2024 | 0.7 |
| Net book value at 31 December 2023 | 0.1 |
| Net book value at 31 December 2024 | – |

4. Property, plant & equipment

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Owned long  leasehold  land &  buildings | Owned  office &  computer  equipment | Right-of-  use land &  buildings | Right-of-  use plant &  equipment | Total |
|  | £m | £m | £m | £m | £m |
| Cost |  |  |  |  |  |
| At 1 January 2024 | 3.7 | 4.1 | 8.1 | 0.2 | 16.1 |
| Additions | – | 0.3 | – | – | 0.3 |
| Reclassifications between  categories | – | 0.2 | – | (0.2) | – |
| At 31 December 2024 | 3.7 | 4.6 | 8.1 | – | 16.4 |
| Accumulated depreciation |  |  |  |  |  |
| At 1 January 2024 | 1.5 | 2.2 | 2.5 | 0.2 | 6.4 |
| Charge for the year | 0.2 | 0.6 | 0.5 | – | 1.3 |
| Reclassifications between  categories | – | 0.2 | – | (0.2) | – |
| At 31 December 2024 | 1.7 | 3.0 | 3.0 | – | 7.7 |
| Net book value at 31  December 2023 | 2.2 | 1.9 | 5.6 | – | 9.7 |
| Net book value at 31  December 2024 | 2.0 | 1.6 | 5.1 | – | 8.7 |

Right-of-use assets

The Company leases buildings and IT equipment. The current and non-current lease

liabilities are disclosed in note 11. The following table shows the breakdown of the lease

expense between amounts charged to operating profit and amounts charged to finance costs

in the year.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Depreciation of right-of-use assets | 0.5 | 0.6 |
| Charge to operating profit | 0.5 | 0.6 |
| Finance cost – interest expense related to lease liabilities | 0.2 | 0.2 |
| Charge to profit before tax | 0.7 | 0.8 |

The total cash outflow in the year is £0.8m (2023: £0.8m).

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 232 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Company Financial Statements

### continued

5. Investments in subsidiaries & loans

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Subsidiaries  shares | Loans | Total |
|  | £m | £m | £m |
| Cost |  |  |  |
| At 1 January 2024 | 4,960.3 | 863.8 | 5,824.1 |
| At 31 December 2024 | 4,960.3 | 771.6 | 5,731.9 |
| Impairment |  |  |  |
| At beginning and end of the year | 1,757.2 | 4.5 | 1,761.7 |
| Net book value at 31 December 2023 | 3,203.1 | 859.3 | 4,062.4 |
| Net book value at 31 December 2024 | 3,203.1 | 767.1 | 3,970.2 |

The subsidiaries and joint ventures of the Company are listed on pages  239 to 245.

The loan balances above are amounts owed by subsidiaries and represent long-term funding

arrangements under term or cash management loans.

Over the term of the loans, the Company accounts for its credit risk by appropriately providing

for expected credit losses on a timely basis. The majority of the Company’s loans are

repayable on demand by the Company. In calculating the expected credit loss allowance of

repayable on demand loans, the Company considers the financial position and internal

forecasts of each subsidiary and their ability to repay on request, or over time. For those loans

repayable on maturity, expected credit losses are calculated using market-implied

probabilities of default and loss-given-default estimations.

The Company considers the probability of default upon initial recognition of an asset and

subsequently whether there has been a significant increase in credit risk on an ongoing basis

throughout each reporting year. To assess whether there is a significant increase in credit risk,

the Company compares the risk of a default occurring on the asset as at the reporting date

with the risk of default as at the date of initial recognition. The primary indicators considered

are actual or expected significant adverse changes in business and financial conditions that

are expected to cause a significant change to the borrower’s ability to meet its obligations.

Independent of the primary indicators above, a significant increase in credit risk is presumed

if a debtor is more than 30 days past due in making a contractual payment. A default on a

financial asset is considered to occur when the counterparty fails to make contractual

payments within 90 days of when they fall due. A write-off is considered to be required when

there is no reasonable expectation of recovery, or when a debtor fails to make contractual

payments greater than 120 days past due. Where loans or receivables have been written off,

the Company continues to engage in enforcement activity to attempt to recover the

receivable due. Where recoveries are made, these are recognised in the Income Statement.

As at 31 December 2024 and 31 December 2023, the loss allowances for all loans to

subsidiaries were measured at an amount equal to 12 month expected credit losses.

The carrying value of loans and investments is considered to be supported by the value in use

and market capitalisation of the Group.

6. Deferred tax

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Deferred income tax assets |  |  |
| Other timing differences | 35.3 | 19.8 |
|  | 35.3 | 19.8 |
|  |  |  |
| Deferred income tax liabilities |  |  |
| Retirement benefits | (8.0) | (7.3) |
|  | (8.0) | (7.3) |
|  |  |  |
| Net deferred income tax | 27.3 | 12.5 |

Deferred tax assets of £35.3m include £20.2m ( 2023: £9.7m) recognised in respect of losses

suffered in current and preceding periods. The movement in the year is a result of prior year

adjustments and losses in the current period. The deferred tax asset has been recognised on

the basis that the losses can be carried forward indefinitely and are available to surrender

against UK taxable profits of the UK group in the future.

Deferred tax liabilities of £8.0m (2023: £7.3m) relate entirely to retirement benefits. The

movement in the year is a direct result of the movement in the UK pension plan during 2024.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 233 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Company Financial Statements

### continued

7. Trade & other receivables

Trade and other receivables presented as non-current on the face of the Company Balance

Sheet of £30.0m (2023: £34.2m) are in respect of a prepayment recognised as a result of the

pension funding partnership structure. Further information pertaining to this arrangement can

be found in note 8.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Amounts recoverable within one year: |  |  |
| Amounts owed by subsidiaries | 211.5 | 144.6 |
| Tax receivable | 52.2 | 38.4 |
| Other debtors | 5.3 | 6.5 |
| Prepayments & accrued income | 7.7 | 5.3 |
|  | 276.7 | 194.8 |

Amounts owed by subsidiaries relate to management recharges in respect of support

services provided. Intercompany balances are typically managed on a Group basis, and the

Company’s credit risk management practices reflect this. The Group applies the IFRS 9

'Financial instruments' simplified approach to measuring expected credit losses, which uses

a lifetime expected loss allowance for all such trade receivables.

The amounts owed by subsidiaries do not carry an interest charge, and it is the Company’s

expectation that materially all the amounts owed by subsidiaries are fully recoverable over

time. Expected credit losses at both 31 December 2024 and 31 December 2023 are therefore

immaterial, and there has been no material change to the expected loss allowance during

the year.

8. Retirement benefits

At the balance sheet date, the Company has a funded defined benefit plan (the Main Plan)

and an unfunded retirement benefit plan for retired Executive Directors. The Company also

operates a defined contribution plan, the contributions to which are in addition to those set

out below, and are charged directly to the Consolidated Income Statement.

For the defined benefit plans, benefits are related to service and final salary. The Main Plan closed to

future accrual of benefits effective from 30 June 2015.

The weighted average duration of the expected benefit payments from the Main Plan is

around 11 years.

The current funding target for the Main UK Plan is to maintain assets equal to the value of the

accrued benefits. The Main Plan holds three insurance policies which match the liabilities in

respect of a significant proportion of deferred and retired pensioners.

The defined benefit plans expose the Company to a number of risks:

Uncertainty in benefit payments

The value of the Company’s liabilities for the defined benefit plans will ultimately depend on

the amount of benefits paid out. This in turn will depend on the level of inflation (for those

benefits that are subject to some form of inflation protection) and how long individuals live.

This risk is significantly reduced through the insurance policies held.

Volatility in asset values

The Company is exposed to future movements in the values of assets held in the defined

benefit plans to meet future uninsured benefit payments.

Uncertainty in cash funding

The regulatory framework in the UK requires the Trustees and Company to agree upon

the assumptions underlying the funding target, and then to agree upon the necessary

contributions required to recover any deficit at the valuation date. There is a risk to the

Company that adverse experience could lead to a requirement for the Company to make

considerable contributions to recover any deficit. This risk is significantly reduced through

the insurance policies held. In addition, the Company is also exposed to adverse changes

in pension regulation.

Assumptions

The significant actuarial assumptions used for accounting purposes reflect prevailing market

conditions and are as follows.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
| Significant actuarial assumptions: |  |  |
| Discount rate (% pa) | 5.45 | 4.50 |
| Retail Prices Inflation (RPI) (% pa) | 3.20 | 3.10 |
|  |  |  |
| Post-retirement mortality (life expectancies in years): |  |  |
| Current pensioners at 65 – male | 20.5 | 21.0 |
| Current pensioners at 65 – female | 22.9 | 22.9 |
| Future pensioners at 65 – male | 21.4 | 22.3 |
| Future pensioners at 65 – female | 24.0 | 24.4 |
|  |  |  |
| Other related actuarial assumptions: |  |  |
| Rate of increases for pensions in payment (% pa) |  |  |
| Pre 6 April 2006 service | 3.05 | 3.00 |
| Post 5 April 2006 service | 2.10 | 2.10 |
| Consumer Prices Inflation (CPI) assumption (% pa) | 2.65 | 2.50 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 234 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Company Financial Statements

### continued

The assumptions used to determine end-of-year benefit obligations are also used to calculate

the following year’s cost.

The post-retirement mortality assumptions allow for expected increases in longevity. The

‘current’ disclosures above relate to assumptions based on longevity (in years) following

retirement at the balance sheet date, with ‘future’ being that relating to a member retiring

in 2045 (in 20 years' time).

The assets and liabilities of the plans are as follows.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Plan assets at fair value: |  |  |
| Corporate bonds (quoted) | 36.7 | – |
| Government bonds (quoted) | 106.8 | 170.8 |
| Insurance policies (unquoted) | 288.5 | 336.4 |
| Private debt (unquoted) | 29.8 | 37.1 |
| Multi Asset Credit Funds | 42.4 | 39.7 |
| Cash (quoted) | 15.1 | 8.7 |
| Fair value of plan assets | 519.3 | 592.7 |
| Present value of funded obligations | (486.7) | (562.6) |
| Net asset for funded obligations | 32.6 | 30.1 |
| Present value of unfunded obligations | (0.7) | (0.8) |
| Net asset | 31.9 | 29.3 |
| Plans in surplus | 32.6 | 30.1 |
| Plans in deficit | (0.7) | (0.8) |

Of the government bonds held at 31 December 2024, 60% (2023: 75%) are fixed interest

bonds. The pension plans have not directly invested in any of the Company’s own financial

instruments, or in properties or other assets used by the Company.

The investment strategy for the UK is to primarily hold government bonds and corporate

bonds to meet the assessed value of the benefits promised for the non-insured members,

along with holding private debt and multi-asset credit funds. The insured members are

backed by the insurance policies held within the Scheme.

The value of the insurance policies is set equal to the estimated FRS101 liability. The valuation

uses the same methodology as the associated liability based on the census data included

in the most triennial valuation, adjusted for movements in actuarial assumptions and

inflation experience.

The Private Debt holdings reflect investments by the UK Main Plan. As these funds are less

frequently traded, the value shown reflects the 30 September 2024 valuations, adjusted for

capital calls and distributions from this date to 31 December 2024.

The change in net liabilities recognised in the Company Balance Sheet is comprised as follows.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Opening net assets | 29.3 | 50.0 |
| Expense charged to the Income Statement | 0.9 | 2.0 |
| Amount recognised in Statement of Comprehensive Income | 1.6 | (29.0) |
| Employer contributions | 0.1 | 6.3 |
| Closing net assets | 31.9 | 29.3 |

The amounts recognised in the Income Statement and in the Statement of Comprehensive

Income for the year are analysed as follows.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Recognised in the Income Statement |  |  |
| Administrative expenses | (0.4) | (0.6) |
| Included in operating profit | (0.4) | (0.6) |
| Interest on net pension asset | 1.3 | 2.6 |
| Total credit charged to the Income Statement | 0.9 | 2.0 |
|  |  |  |
| Recognised in the Statement of Comprehensive Income |  |  |
| Actual return on plan assets | (37.0) | 12.5 |
| Less: interest on plan assets | (25.9) | (28.7) |
|  | (62.9) | (16.2) |
| Other actuarial gains (losses) due to: |  |  |
| Changes in financial assumptions | 44.4 | (10.1) |
| Changes in demographic assumptions | 11.5 | 7.2 |
| Experience on benefit obligations | 8.6 | (9.9) |
| Actuarial gains (losses) recognised in the Statement of  Comprehensive Income | 1.6 | (29.0) |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 235 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Company Financial Statements

### continued

Administration expenses are recognised in operating costs and interest on net pension liability

is recognised in other finance costs.

Pension contributions are determined with the advice of independent qualified actuaries on

the basis of regular valuations using the projected unit method. The Company made no

special contributions in 2024 (2023: £6.2m) in addition to the Company’s regular contributions.

The latest actuarial funding valuation of the Main Plan was completed in 2024. As the Plan was

in a funding surplus, no recovery plan was required and therefore no future deficit reduction

contributions are currently payable and the Scottish Limited Partnership previously in place to

fund pension contributions will be wound up.

The Company has taken legal advice regarding its UK arrangements to confirm the accounting

treatment under IFRIC 14 'IAS 19 - The limit on a defined benefit asset, minimum funding

requirements and their interaction' with regard to recognition of a surplus and also recognition

of a minimum funding requirement. This confirmed that there is no requirement to adjust the

balance sheet and that recognition of a current surplus is appropriate on the basis that the

Company has an unconditional right to a refund of a current (or projected future) surplus at

some point in the future. Having considered the position, taking account of the legal input

received and noting that the Trustees of the UK arrangements do not have discretionary

powers to unilaterally wind up the schemes without cause, the Directors of the Company have

concluded that the Company has an unconditional right to a refund of any surplus.

The Company is aware of a case involving Virgin Media and NTL Pension Trustee, which could

potentially lead to additional liabilities for some pension schemes and sponsors. The Company

has taken some initial legal advice and at this stage is not aware of any evidence to suggest

that the relevant legal requirements were not complied with, and therefore no further action

has been taken. No allowance has been made for any additional liabilities that may arise as a

result of this court ruling. The Company will continue to monitor any future developments.

The total Company contributions for 2025 are expected to be £0.1m.

Changes in the present value of the defined benefit obligations are analysed as follows.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Opening defined benefit obligations | (563.4) | (560.1) |
| Interest on benefit obligations | (24.6) | (26.1) |
| Benefits paid | 36.1 | 35.6 |
| Actuarial gains (losses) due to: |  |  |
| Changes in financial assumptions | 44.4 | (10.1) |
| Changes in demographic assumptions | 11.5 | 7.2 |
| Experience on benefit obligations | 8.6 | (9.9) |
| Closing defined benefit obligations | (487.4) | (563.4) |

Changes in the fair value of plan assets are analysed as follows.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Opening plan assets | 592.7 | 610.1 |
| Interest on plan assets | 25.9 | 28.7 |
| Employer contributions | 0.1 | 6.3 |
| Administrative expenses | (0.4) | (0.6) |
| Benefits paid | (36.1) | (35.6) |
| Actual return on plan assets less interest on plan assets | (62.9) | (16.2) |
| Closing plan assets | 519.3 | 592.7 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 236 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Company Financial Statements

### continued

Sensitivity analysis

Changes in key assumptions can have a significant effect on the reported retirement benefit

obligation and the Income Statement expense for 2025. The effects of changes in those

assumptions are set out in the table below.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Increase | Decrease | Increase | Decrease |
|  | 2024 | 2024 | 2023 | 2023 |
|  | £m | £m | £m | £m |
| Discount rate |  |  |  |  |
| Effect on defined benefit obligation of a 1.0%  change | 44.1 | (52.5) | 57.2 | (69.5) |
| Effect on net funding position of a 1.0% change | 24.0 | (29.5) | 31.3 | (39.6) |
| RPI inflation (and associated assumptions) |  |  |  |  |
| Effect on defined benefit obligation of a 1.0%  change | (31.8) | 25.9 | (29.1) | 29.7 |
| Effect on net funding position of a 1.0% change | (20.9) | 14.0 | (14.1) | 14.3 |
| Life expectancy |  |  |  |  |
| Effect on defined benefit obligation of a 1 year  change | (19.2) | 19.2 | (26.5) | 26.5 |
| Effect on net funding position of a 1 year change | (4.6) | 4.6 | (4.7) | 4.7 |

The impact on the net funding position is significantly reduced as a result of the insurance

policies held. In the absence of such policies, the impact on the net funding position would

be much closer to the significantly higher impact on the defined benefit obligation shown in

the table.

These sensitivities have been calculated to show the movement in the defined benefit

obligation and net funding position in isolation and assume no other changes in market

conditions at the accounting date. In practice, for example, a change in discount rate is unlikely

to occur without any movement in the value of the invested (non-insurance policy) assets

held by the plans.

9. Derivative financial instruments

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Current assets |  |  |
| Forward foreign currency contracts designated as fair value hedges | 1.7 | – |
| Other forward foreign currency contracts | 18.7 | 14.3 |
|  | 20.4 | 14.3 |
| Current liabilities |  |  |
| Forward foreign currency contracts designated as fair value hedges | (0.4) | – |
| Other forward foreign currency contracts | (17.7) | (14.3) |
|  | (18.1) | (14.3) |
| Non-current liabilities |  |  |
| Forward foreign currency contracts designated as fair value hedges | – | (2.3) |
|  | – | (2.3) |

The figures in the above table include derivative financial instruments where the counterparty

is a subsidiary of the Company.

Details of the hedging activities is provided in note 30 to the Group Financial Statements.

10. Trade & other payables

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Amounts owed to subsidiaries | 19.9 | 14.2 |
| Tax payable | 17.4 | 0.3 |
| Other taxes & social security costs | 2.6 | 2.4 |
| Other creditors | 17.0 | 9.1 |
| Accruals & deferred income | 31.4 | 30.5 |
|  | 88.3 | 56.5 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 237 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Company Financial Statements

### continued

11. Interest-bearing loans & borrowings

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Current |  |  |
| Bank overdrafts | 3.0 | 240.4 |
| Loans from subsidiaries | 1,390.8 | 996.9 |
| Lease liability | 0.6 | 0.6 |
|  | 1,394.4 | 1,237.9 |
| Non-current |  |  |
| Bank loans1 | (2.1) | 97.7 |
| Fixed-rate notes | 936.0 | 922.3 |
| Loans from subsidiaries | 149.1 | 239.5 |
| Lease liability | 6.3 | 6.9 |
|  | 1,089.3 | 1,266.4 |
| 1. 2024 balance relates to unamortised issue costs. |  |  |

The loans from subsidiaries with a maturity date of less than one year are repayable in 2025

and have a weighted average interest rate of 4.92%. The loans for subsidiaries with a maturity

date greater than one year and less than two years are repayable in 2026 and have an interest

rate of 2.85%. The loans for subsidiaries with a maturity date greater than two years and less

than five years  are repayable in 2029 and have an interest rate of 8.53%.

Details of the interest and repayment terms of the bank loans and fixed-rate notes can be

found in note 20 to the Group Financial Statements.

The table below shows the loans from subsidiaries by maturity. The amounts disclosed in the

table are the undiscounted cash flows and may therefore not agree to the amounts disclosed

in the Balance Sheet.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Less than  1  year | 1 to 2 years | 2 to 5 years | More than 5  years | Total |
| At 31 December 2024 | £m | £m | £m | £m | £m |
| Loans from subsidiaries | 1,422.8 | 59.0 | 112.9 | — | 1,594.7 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Less than  1  year | 1 to 2 years | 2 to 5 years | More than 5  years | Total |
| At 31 December 2023 | £m | £m | £m | £m | £m |
| Loans from subsidiaries | 1,023.2 | 98.4 | 81.7 | 104.7 | 1,308.0 |

12. Provisions

|  |  |
| --- | --- |
|  |  |
|  | Exceptional  items |
|  | £m |
| At 1 January 2024 | 6.0 |
| Additions | 16.7 |
| Utilised | (18.8) |
| At 31 December 2024 | 3.9 |
|  |  |
| Current 2024 | 3.9 |
| Non-current 2024 | – |
| At 31 December 2024 | 3.9 |
|  |  |
| Current 2023 | 6.0 |
| Non-current 2023 | – |
| At 31 December 2023 | 6.0 |

The opening balance mainly relates to costs associated with the Performance Excellence

programme. Additions during the year were for the same purpose, therefore the closing

balance is predominantly costs related to the Performance Excellence programme.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) | The Weir Group PLC Annual Report and Financial Statements 2024 | 238 |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

## Notes to the Company Financial Statements

### continued

13. Share capital & reserves

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | £m | £m |
| Allotted, called up & fully paid |  |  |
| Ordinary shares of 12.5p each | 32.5 | 32.5 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
|  | Number  million | Number  million |
| Treasury shares |  |  |
| At the beginning of the year | 1.7 | 0.9 |
| Purchase of shares in respect of equity settled share-based  payments | 0.6 | 1.2 |
| Utilised during the year in respect of equity settled share-based  payments | (0.3) | (0.4) |
| At the end of the year | 2.0 | 1.7 |
|  |  |  |
| Equity settled share-based payments |  |  |
| Share awards outstanding at the end of the year | 1.8 | 1.5 |

Merger reserve

The merger reserve relates to the issue of new equity as part of the consideration paid for

an acquisition. Shares issued directly to ESCO shareholders on 12 July 2018, as part of the total

acquisition consideration, qualified for merger relief under Section 612 of the Companies

Act 2006 and resulted in an increase to the reserve of £323.2m. The remaining reserve balance

of £9.4m relates to shares issued in part consideration for the acquisition of Delta Industrial

Valves Inc. during 2015.

Capital redemption reserve

The capital redemption reserve was created by a repurchase and cancellation of own

shares during the 53 weeks ended 1 January 1999.

Special reserve

The premium of £1.8m arising on the issue of shares for the acquisition of the entire share

capital of Liquid Gas Equipment Limited in 1988 has been credited to a special reserve in

accordance with the merger relief provisions of the Companies Act 1985.

Hedge accounting reserve

This reserve records the portion of the gains or losses on hedging instruments used as

cash flow and fair value hedges that are determined to be effective.

14. Guarantees & legal claims

Guarantees

The Company has given guarantees in relation to the bank and other borrowings of

certain subsidiary companies amounting to £695.1m ( 2023: £754.8m) of which £174.7m

(2023 : £175.3m) was utilised at 31 December 2024. These guarantees, recognised at fair value

under IFRS 9, do not have a material value at the balance sheet date and the likelihood of the

guarantees being called upon is considered remote.

Legal claims

The Company and certain subsidiaries are, from time-to-time, party to legal proceedings and

claims that arise in the normal course of business. Provisions have been made where the

Directors have assessed that a cash outflow is probable. All other claims are believed to be

remote or are not yet ripe.

15. Related party disclosures

The Company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not

to disclose transactions with related parties that are wholly owned by a subsidiary of the

Company. The following table provides the total amount of transactions that have been

entered into with non-wholly owned related parties for the relevant financial year and

outstanding balances at the year end.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | Group  charges | Amounts  due by |
| Related party |  | £m | £m |
| Weir ABF LP | 2024 | – | 61.4 |
|  | 2023 | – | 57.3 |
| Weir Minerals (India) Private Limited | 2024 | – | – |
|  | 2023 | (0.1) | – |
| Vulco S.A. | 2024 | 0.3 | 0.1 |
|  | 2023 | 0.7 | – |

16. Financial risk management objectives and policies

The description of the Group’s financial risk management objectives and policies is provided

in note 30  to the Group Financial Statements. These financial risk management objectives and

policies also apply to the Company.

17. Events after the balance sheet date

Details of events occurring after the balance sheet date are provided in note 33 to the Group

Financial Statements.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 239 |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

## Subsidiary undertakings

The subsidiary undertakings of the Company as at 31 December 2024 are noted below. Unless otherwise indicated, the Company’s shareholdings are held indirectly.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Company Name | Country | Registered Office address | Class name | % of  class | Directly  Held By  PLC\* |
| Alebras Aços e Peças  Ltda. | Brazil | 2151 Avenida José Benassi, Sala  B, Parque Industrial, CEP  13.213-085., Brazil | Ordinary | 100 |  |
| Aspir Pty Ltd | Australia | 1-5 Marden Street, Artarmon  NSW 2064, Australia | Ordinary | 100 |  |
| Bucyrus Blades de  Mexico S.A. DE C.V. | Mexico | Calle 14, Manzana 4, Lote 4,  Parque Industrial, Apartado  Postal 129, Atlacomulco, Mexico | Fixed Capital,  Variable  Capital | 100 |  |
| Bucyrus Blades Inc. | United States | C T Corporation System, 4400  Easton Commons Way, Suite  125, Columbus OH 43219, United  States | Common | 100 |  |
| Bucyrus Blades of  Canada ULC | Canada | 1800 – 510 West Georgia Street  Vancouver, BC V6B 0M3 | Class A  Common | 100 |  |
| Carriere Industrial  Supply Limited | Canada | 222 Bay Street, Suite 3000, P O  Box 53, Toronto ON M5K 1E7,  Canada | Common | 100 |  |
| CH Warman Asia  Limited | Malta | Level 2 West, Mercury Tower, The  Exchange Financial & Business  Centre, Elia Zammit Street, St.  Julian's, STJ 3155, Malta, STJ 3155,  Malta | Ordinary | 100 |  |
| CIS First Nations  Services Inc. | Canada | 222 Bay Street, Suite 3000, P O  Box 53, Toronto ON M5K 1E7,  Canada | Common | 100 |  |
| Electric Steel Foundry  Company | United States | 780 Commercial Street SE, Suite  100, Salem OR 97301, United  States | Fixed Capital | 100 |  |
| Envirotech (Pty)  Limited | South Africa | 31 Isando Road, Isando, Gauteng,  1601, South Africa | A Ordinary,  Ordinary | 100 |  |
| ESCO - Bucyrus  Blades Canada | Canada | 1800 – 510 West Georgia Street  Vancouver, BC V6B 0M3 | Partnership | 100 |  |
| ESCO (UK) Holdings  Limited | England and  Wales | Ings Road, Doncaster, DN5 9SN | Ordinary | 100 |  |
| ESCO (UK) Limited | England and  Wales | Ings Road, Doncaster, DN5 9SN | Ordinary | 100 |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Company Name | Country | Registered Office address | Class name | % of  class | Directly  Held By  PLC\* |
| ESCO (Xuzhou)  Trading Company  Limited | China | West of Dazhai Road, South of  Dazhai Road and Cui Zhuang  South Road, High-tech Industrial  Zone, Xuzhou City, Jiangsu  Province, China | Corporate  Relationship | 100 |  |
| ESCO (Xuzhou)  Wearparts Co., Ltd. | China | 9 Huasheng Road, Xuzhou Hi-  Tech Industry Zone, Xuzhou City,  Jiangsu Province, China | Corporate  Relationship | 100 |  |
| ESCO Australia  Holdings Pty Limited | Australia | 25 Trade Street, Lytton,  Queensland QLD 4178, Australia | Ordinary | 100 |  |
| ESCO Belgium SA | Belgium | Rue des Fours a Chaux 122,  Zoning Industriel, 7080 Frameries,  Belgium | Ordinary | 100 |  |
| ESCO Canada Finance  Company Inc. | Canada | 1800 – 510 West Georgia Street  Vancouver, BC V6B 0M3 | Common | 100 |  |
| ESCO Canada Ltd. | Canada | 1800 – 510 West Georgia Street  Vancouver, BC V6B 0M3 | Ordinary | 100 |  |
| ESCO Dunedin Pty Ltd | Australia | 25 Trade Street, Lytton,  Queensland QLD 4178, Australia | Ordinary | 100 |  |
| ESCO Elecmetal  Fundición Limitada | Chile | Calle Miraflores, Numero 222,  Piso veinticuatro, Santiago, Chile | Corporate  Relationship | 50 |  |
| ESCO Electric Steel  Foundry Company of  Africa (Pty) Ltd | South Africa | Meadowview Business Estate  CNR Clulee and Meadowview  lane, Linbro Park, Johannesburg,  South Africa, 2090, South Africa | Ordinary | 100 |  |
| ESCO EMEA Holdings  (UK) Limited | England and  Wales | Ings Road, Doncaster, DN5 9SN | Ordinary | 100 |  |
| ESCO Engineering  Kingaroy Pty Ltd | Australia | 25 Trade Street, Lytton,  Queensland QLD 4178, Australia | D-Ordinary,  F-Ordinary,  Ordinary | 100 |  |
| ESCO Engineering Pty.  Ltd. | Australia | 25 Trade Street, Lytton, Queensland  QLD 4178, Australia | Ordinary | 100 |  |
| ESCO GmbH | Germany | Marie-Bernays Ring 1,  Moenchengladbach, 41199, Germany | Ordinary | 100 |  |
| ESCO GP Ltd. | Canada | 1800 – 510 West Georgia Street,  Vancouver BC V6B 0M3 , Canada | Common | 100 |  |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 240 |
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## Subsidiary undertakings

### continued

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Company Name | Country | Registered Office address | Class name | % of  class | Directly  Held By  PLC\* |
| ESCO Group Holdings  Pty Ltd | Australia | 25 Trade Street, Lytton, Queensland  QLD 4178, Australia | Ordinary | 100 |  |
| ESCO Group LLC | United States | 1209 Orange Street, Wilmington DE  19801, United States | Membership  Units | 100 |  |
| ESCO Hydra (UK)  Limited | England and  Wales | Ings Road, Doncaster, DN5 9SN | Ordinary,  Ordinary-A | 100 |  |
| ESCO Indonesia  Investco No 1 Pty Ltd | Australia | 25 Trade Street, Lytton, Queensland  QLD 4178, Australia | Ordinary | 100 |  |
| ESCO Indonesia  Investco No 2 Pty Ltd | Australia | 25 Trade Street, Lytton, Queensland  QLD 4178, Australia | Ordinary | 100 |  |
| ESCO International  (H.K.) Holdings  Limited | Hong Kong | Suites 5801, 5804-06,, Central Plaza,  18 Harbour Road, Wanchai, Hong  Kong | Ordinary | 100 |  |
| ESCO International  Holdings SRL | Belgium | 122 Rue des Fours à Chaux, Zoning  Industriel, Frameries, 7080, Belgium | Ordinary | 100 |  |
| ESCO Japan, Inc. | Japan | Marunouchi Mitsui Building, 2-2-2  Marunouchi, Chiyoda-ku, Tokyo,  100-0005, Japan | Common | 100 |  |
| Esco Latin América  Comércio e Indústria  Ltda. | Brazil | Rua Engenheiro Gerhard Ett, nº 1.215,  Galpão 02, Distrito Industrial Paulo  Camilo Sul, Betim, 32668-110, Brazil | Ordinary | 100 |  |
| ESCO Limited | Canada | 1800 – 510 West Georgia Street,  Vancouver BC V6B 0M3 , Canada | Class A  Common | 100 |  |
| ESCO Moçambique  S.A. | Mozambique | Avenida Kim IL Sung, no. 961, Maputo,  Mozambique | Ordinary | 100 |  |
| ESCO Northgate Pty  Ltd | Australia | 25 Trade Street, Lytton, Queensland  QLD 4178, Australia | Ordinary | 100 |  |
| ESCO Peru S.R.L. | Peru | Av. Manuel Olguin 211, Suite 304,  Surco, Lima, Peru | Common | 100 |  |
| ESCO SAS | France | 57 rue d’Amsterdam, 75008, Paris,  France | Ordinary | 100 |  |
| ESCO Servicios  Mineros S.A. | Argentina | Tucuman 1, Piso 4, C1049AAA, Buenos  Aires, Argentina | Ordinary | 100 |  |
| ESCO South Africa  Wearparts (Pty)  Limited | South Africa | Meadowview Business Estate CNR  Clulee and Meadowview lane, Linbro  Park, Johannesburg, South Africa,  2090, South Africa | Cumulative  redeem-able  preference,  Empower-  ment  Ordinary,  Ordinary - A | 99.36 |  |
| ESCO Supply and  Service Kazakhstan | Kazakhstan | Seyfullina Avenue, 502, Almalinskiy  district, Almaty, 050012, Kazakhstan | Ordinary | 100 |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Company Name | Country | Registered Office address | Class name | % of  class | Directly  Held By  PLC\* |
| Esco Supply Carajás  Indústria de Peças e  Equipamentos Ltda | Brazil | Rodovia PA-160, S/N, Sala B, Quadra  73, Lotes 1, 2, 3, 4, 5, 6, 7, 22, 23 e 24,  Parque dos Carajas Il, Parauapebas/  PA, 68515000, Brazil | Ordinary | 100 |  |
| ESCO Turbine  Components Europe  SRL | Belgium | 122 Rue des Fours à Chaux, Zoning  Industriel, Frameries, 7080, Belgium | Ordinary | 100 |  |
| ESCO Wearparts  Supply and Services  (Namibia)  (Proprietary) Limited | Namibia | Unit 3, 2nd Floor, Ausspann Plaza, Dr  Agostinho Neto Road, Ausspannplatz,  Windhoek, Namibia | Ordinary | 100 |  |
| ESCO-Bucyrus Blades  Financing Limited  Partnership | Canada | 1800 – 510 West Georgia Street  Vancouver, BC V6B 0M3 | Partnership | 100 |  |
| ESCOSupply Ltd. | Canada | 1800 – 510 West Georgia Street,  Vancouver BC V6B 0M3 , Canada | Class A  Common | 100 |  |
| Fabrica de Aisladores  Sismicos de Chile  Limitada | Chile | San José N° 0815, San Bernardo,  Santiago de Chile, Chile | Corporate  Relationship  % | 99.23 |  |
| Fundición Vulco Ltda | Chile | San José N° 0815, San Bernardo,  Santiago de Chile, Chile | Corporate  Relationship  % | 99.23 |  |
| G. & J. Weir, Limited | England and  Wales | C/o Weir Minerals Europe, Halifax  Road, Todmorden, OL14 5RT | Ordinary | 100 | \* |
| Inversiones ESCO  Chile Limitada | Chile | Calle Miraflores, Numero 222, Piso  veinticuatro, Santiago, Chile | Corporate  Relationship  % | 100 |  |
| Inversiones Linatex  Chile (Holdings)  Limitada | Chile | San José N° 0815, San Bernardo,  Santiago de Chile, Chile | Corporate  Relationship  % | 100 |  |
| Linatex (H.K.) Limited | Hong Kong | 5/F Manulife Place, 348 Kwun Tong  Road, Kwun Tong, Kowloon, Hong  Kong | Ordinary | 100 |  |
| Linatex Asset  Holdings Malaysia  Sdn. Bhd. | Malaysia | 2nd Floor, No 2-4 Jalan Manau,  Wilayah Persekutuan,Wilayah  Persekutuan, 50460 Kuala Lumpur,  Malaysia | Ordinary | 100 |  |
| Linatex Australia Pty.  Limited | Australia | 1-5 Marden Street, Artarmon NSW  2064, Australia | Class A;  Class B | 100 |  |
| Linatex Chile Limitada | Chile | San José N° 0815, San Bernardo,  Santiago de Chile, Chile | Corporate  Relationship  % | 100 |  |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 241 |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

## Subsidiary undertakings

### continued

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Company Name | Country | Registered Office address | Class name | % of  class | Directly  Held By  PLC\* |
| Linatex Chile SpA | Chile | Santa Catalina de Chena 850, San  Bernardo, Santiago de Chile, Chile | Ordinary  Nominative  Share | 100 |  |
| Linatex Consolidated  Holdings Ltd | British Virgin  Islands | Kingston Chambers, PO Box 173,  Tortola, Road Town, British Virgin  Islands | Ordinary | 100 |  |
| Linatex Limited | England and  Wales | C/o Weir Minerals Europe, Halifax  Road, Todmorden, OL14 5RT | Ordinary | 100 |  |
| Linatex Rubber  Limited | England and  Wales | C/o Weir Minerals Europe, Halifax  Road, Todmorden, OL14 5RT | Ordinary | 100 |  |
| Linatex Rubber  Products Sdn. Bhd. | Malaysia | 2nd Floor, No 2-4 Jalan Manau,  Wilayah Persekutuan,Wilayah  Persekutuan, 50460 Kuala Lumpur,  Malaysia | Ordinary | 100 |  |
| Metalúrgica Vulco  Ltda | Chile | San José N° 0815, San Bernardo,  Santiago de Chile, Chile | Common | 99.22 |  |
| Motion Metrics  International Corp. | Canada | 1800 – 510 West Georgia Street,  Vancouver BC V6B 0M3 , Canada | Class A  Common | 100 |  |
| Motion Metrics Latin  America SpA | Chile | Edificio Nueva Santa Maria, Los  Conquistadores 1730, Of. 2805  Providencia, Santiago, Chile | Ordinary | 100 |  |
| Multiflo Pumps Pty Ltd | Australia | 1-5 Marden Street, Artarmon NSW  2064, Australia | Ordinary | 100 |  |
| Overseas ESCO  Corporation Ltd. | Virgin Islands,  British | OMC Chambers, Wickhams Cay 1,  Road Town, Tortola, Virgin Islands,  British | Ordinary | 100 |  |
| PT ESCO Mining  Products | Indonesia | The Garden Centre #3-04, Cilandak  Commercial Estate, JL Raya Cilandak  KKO, Jakarta, 12075, Indonesia | Ordinary | 100 |  |
| PT Weir Minerals  Contract Services  Indonesia | Indonesia | Jl. Mulawarman Rt. 20 No. 20  Kelurahan Manggar, Kec, Balikpapan  Timur, Kota Balikpapan, 76116,  Indonesia | Ordinary | 100 |  |
| PT Weir Minerals  Indonesia | Indonesia | Jl. Mulawarman Rt. 20 No. 20  Kelurahan Manggar, Kec, Balikpapan  Timur, Kota Balikpapan, 76116,  Indonesia | Ordinary | 100 |  |
| PT Weir Oil & Gas  Indonesia | Indonesia | Jl. Mulawarman Rt. 20 No. 20  Kelurahan Manggar, Kec, Balikpapan  Timur, Kota Balikpapan, 76116,  Indonesia | Ordinary -  Class A,  Ordinary -  Class B | 95 |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Company Name | Country | Registered Office address | Class name | % of  class | Directly  Held By  PLC\* |
| Seaboard Holdings,  LLC | United States | The Corporation Trust Company,  1209 Orange Street, Wilmington DE  19801, United States | Membership  Units | 100 |  |
| Sentiantechnologies  AB | Sweden | Bredgatan 4, 211 30, Malmo, Sweden | Ordinary | 100 |  |
| Slurry Holdings  Limited | Malta | Level 2 West, Mercury Tower, The  Exchange Financial & Business Centre,  Elia Zammit Street, St. Julian's, STJ  3155, Malta, STJ 3155, Malta | Ordinary | 100 |  |
| Soldering Comercio e  Industria Ltda | Brazil | Rua Engenheiro Gerhard Ett, nº 1.215,  Distrito Industrial Paulo Camilo Sul,  CEP 32669-110, Brazil | Ordinary | 100 |  |
| Thandilwa Training  Centre (Pty) Ltd | South Africa | Meadowview Business Estate CNR  Clulee and Meadowview lane, Linbro  Park, Johannesburg, South Africa,  2090, South Africa | Ordinary | 100 |  |
| The Weir Group  International S.A. | Switzerland | Rue de Romont 35, c/o Daniel  Schneuwly, 1700 FRIBOURG, Fribourg,  Switzerland | Ordinary | 100 |  |
| The Weir Group Isle of  Man Limited | Isle of Man | 1st Floor Goldie House 1-4 Goldie  Terrace, Upper Church Street,  Douglas, IM1 1EB, Isle of Man | Ordinary | 100 |  |
| The Weir Group  Pension Trust Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | N/A | 100 | \* |
| Trio Engineered  Products (Hong  Kong) Limited | Hong Kong | 5/F Manulife Place, 348 Kwun Tong  Road, Kwun Tong, Kowloon Hong  Kong | Ordinary | 100 |  |
| TWG Canada  Holdings Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 |  |
| TWG Finance, Inc. | United States | The Corporation Trust Company,  1209 Orange Street, Wilmington DE  19801, United States | Common | 100 |  |
| TWG Investments  (No. 6) Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 |  |
| TWG Investments  (No. 7) Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 | \* |
| TWG Investments  (No. 8) Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 |  |
| TWG Investments  (No.10) Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 | \* |
| TWG Investments  (No.3) Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary;  Preference | 100 | \* |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 242 |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

## Subsidiary undertakings

### continued

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Company Name | Country | Registered Office address | Class name | % of  class | Directly  Held By  PLC\* |
| TWG Investments  (No.4) Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary;  Preference | 100 |  |
| TWG South America  Holdings Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary;  Preference | 100 |  |
| TWG UK Holdings  Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 |  |
| TWG US Finance LLC | United States | The Corporation Trust Company,  1209 Orange Street, Wilmington DE  19801, United States | Membership  Units,  Preferred  Units | 100 | \* |
| TWG US Holdings LLC | United States | The Corporation Trust Company,  1209 Orange Street, Wilmington DE  19801, United States | Units | 100 |  |
| TWG Young Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 | \* |
| Valves and Controls  DE, LLC | United States | Corporation Trust Company (CT  Corporation System) , 1209 Orange  Street, Corporation Trust Center,  Wilmington DE 19801, United States | Corporate  Relationship | 100 |  |
| Valves and Controls  US, Inc. | United States | Corporation Trust Company (CT  Corporation System) , 1209 Orange  Street, Corporation Trust Center,  Wilmington DE 19801, United States | Common | 100 |  |
| Vulco Peru SA | Peru | Av. Separadora Industrial, N° 2201 Urb  Vulcano Ate, Lima, Peru | Ordinary | 99.22 |  |
| Vulco S.A. | Chile | San José N° 0815, San Bernardo,  Santiago de Chile, Chile | Ordinary  Nominative  Share | 99.22 |  |
| Warman Pumps Ltd | Australia | 1-3 Marden Street, Artarmon NSW  2064, Australia | Ordinary | 100 |  |
| Weir ABF LP | Scotland | 1 West Regent Street, Glasgow, G2  1RW, Scotland | Partnership | 100 |  |
| Weir Australia Finance  Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 |  |
| Weir B.V. | Netherlands | PO Box 249, 5900 AE, Venlo,  Netherlands | Ordinary | 100 |  |
| Weir Brasil Comercio  Ltda | Brazil | Rodovia BR-101, KM 43, N° 43.000,  Galpão 10-C, Bairro Nova Brasília,  Joinville/SC, CEP 89213-125, Brazil | Ordinary | 100 |  |
| Weir Canada, Inc. | Canada | 1800 – 510 West Georgia Street,  Vancouver BC V6B 0M3 , Canada | Common | 100 |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Company Name | Country | Registered Office address | Class name | % of  class | Directly  Held By  PLC\* |
| Weir Canadian  Investments, Inc. | Canada | 1800 – 510 West Georgia Street,  Vancouver BC V6B 0M3 , Canada | Common | 100 |  |
| Weir do Brasil Ltda | Brazil | Av Jose Benassi, 2151, Sala A,  Condominio Fazgran, Jundiaí/SP,  13.213-085, Brazil | Nominal | 100 |  |
| Weir Engineering  Products (Shanghai)  Co., Ltd | China | Room 318, Floor 3, No. 458, Fute North  Road, Shanghai, China | N/A | 100 |  |
| Weir Engineering  Services Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 |  |
| Weir ESCO Ground  Engaging Tools  Zambia Limited | Zambia | Plot 2810, Chingola Highway,  Vibhav Business Park , Chingola,  Copperbelt Province , Zambia | Ordinary | 100 |  |
| Weir Group  (Australian Holdings)  Pty Limited | Australia | 1-5 Marden Street, Artarmon NSW  2064, Australia | Ordinary | 100 | \* |
| Weir Group (Overseas  Holdings) Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 |  |
| Weir Group African IP  Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 |  |
| Weir Group  Engineering Hong  Kong Limited | Hong Kong | Level 54, Hopewell Centre, 183  Queen's Road East, Hong Kong | Ordinary | 100 |  |
| Weir Group Executive  SUURB Trustee  Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 | \* |
| Weir Group General  Partner Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 | \* |
| Weir Group Holdings  Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 | \* |
| Weir Group Inc. | United States | The Corporation Trust Company,  1209 Orange Street, Wilmington DE  19801, United States | Common | 100 |  |
| Weir Group IP Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 | \* |
| Weir Group Machinery  Equipment  (Shanghai) Co. Ltd. | China | No.4918, Liuxiang Road, Xuxing Town,  Jiading District, Shanghai, China | Ordinary | 100 |  |
| Weir Group Machinery  Equipment (Wuxi)  Co., Ltd. | China | No. 9, Wenzhu Road, Hudai Town,  Binhu District, Wuxi City, China | Ordinary | 100 |  |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 243 |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

## Subsidiary undertakings

### continued

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Company Name | Country | Registered Office address | Class name | % of  class | Directly  Held By  PLC\* |
| Weir Group  Management Services  Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 | \* |
| Weir Group Trading  Mexico, S.A. de C.V. | Mexico | Av. Nafta No. 775, Col. Parque  Industrial, Stiva Aeropuerto, Mexico | Ordinary  Nominative  Share | 100 |  |
| Weir HBF (Pty) Ltd | South Africa | 50 Strudebaker Street, Markman  Industria, Port Elizabeth, South Africa | Ordinary | 100 |  |
| Weir Holdings B.V. | Netherlands | Egtenrayseweg 9, 5928PH Venlo,  Netherlands | Ordinary | 100 |  |
| Weir Investments Two  Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary A,  Preference | 100 | \* |
| Weir Malaysia Sdn.  Bhd. | Malaysia | 2nd Floor, No 2-4 Jalan Manau,  Wilayah Persekutuan,Wilayah  Persekutuan, 50460 Kuala Lumpur,  Malaysia | Ordinary -  Class A,  Ordinary -  Class B | 100. |  |
| Weir Minerals (India)  Private Limited | India | NCC Urban Windsor, 1st Floor, New  Airport Road, Opp.Jakkur Aerodrome,  Yelahanka, Bangalore, Karnataka, 560  064, India | Ordinary | 97.25 |  |
| Weir Minerals Africa  (Proprietary) Limited | South Africa | 5 Clarke Street South, Alrode,  Alberton, 1449, South Africa | Ordinary,  Ordinary A | 100 |  |
| Weir Minerals  Armenia LLC | Armenia | 22 Hanrapetutyan Str, 5th Floor,  Yerevan Centre, 0010, Armenia | Ordinary | 100 |  |
| Weir Minerals  Australia Ltd | Australia | 1-3 Marden Street, Artarmon NSW  2064, Australia | Ordinary | 100 |  |
| Weir Minerals Balkan  d.o.o. Beograd | Serbia | Bulevar Mihajla Pupina 6, Ušće Kula I,  Beograd - Novi Beograd, Belgrade,  11070, Serbia | Ordinary | 100 |  |
| Weir Minerals  Botswana  (Proprietary) Limited | Botswana | Plot 64518 Deloitte House  Fairgrounds, Gaborone, Botswana | Ordinary | 100 |  |
| Weir Minerals Caribe  SRL | Dominican  Republic | KK 22,5 Autopista Duarte, Parque  Industrial Duarte, Parque de Naves PID  4, Santo Domingo, Dominican  Republic | Ordinary | 99.99 |  |
| Weir Minerals Central  Africa Limited | Zambia | Plot No. 3655, Chibuluma Road, Light  Industrial Area,, Kitwe, Copperbelt  Province, Zambia | Ordinary | 100 |  |
| Weir Minerals China  Co., Limited | China | Factory #27, 158 Hua Shan Road,  Suzhou New District, Suzhou, 215011,  China | Corporate  Relationship | 100 |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Company Name | Country | Registered Office address | Class name | % of  class | Directly  Held By  PLC\* |
| Weir Minerals  Colombia SAS | Colombia | Carrera 43 B # 16 41 Office 904,  Building Staff, Medellin Antioquia,  Colombia | Ordinary | 100 |  |
| Weir Minerals Czech &  Slovak, s.r.o. | Czech  Republic | Hlinky 118, 603 00 Brno, Czech Rep.,  Brno, Czech Republic | Ordinary | 100 |  |
| Weir Minerals DRC  SAS | Congo, The  Democratic  Republic of the | 1222 Route Likasi, Quartier Musompo  - Mutshatsha, Kolwezi, Province de  Lualaba, Congo (the Democratic  Republic of the) | B-Shares | 64.87 |  |
| Weir Minerals Europe  Limited | England and  Wales | Halifax Road, Todmorden, OL14 5RT | Ordinary | 100 |  |
| Weir Minerals Finland  Oy | Finland | Levysepänkatu 4, 95450 Tornio,  Finland | Ordinary | 100 |  |
| Weir Minerals France  SAS | France | Parc Technoland, Baitment H, 6-8  Allee du Piemont, 69800, Saint-Priest,  France | Ordinary | 100 |  |
| Weir Minerals FZCO | United Arab  Emirates | Unit 2W M058, Dubai Airport Free Zone  Area, Dubai, United Arab Emirates | Ordinary | 100 |  |
| Weir Minerals  Germany GmbH | Germany | Lise-Meitner-Straße 12, 74074,  Heilbronn, Germany | Issued  Capital | 100 |  |
| Weir Minerals  Hungary Kft | Hungary | Teleki László utca 11 1/.3, Tatabánya,  2800-HU, Hungary | Issued  Capital | 100 |  |
| Weir Minerals Isando  (Pty) Ltd | South Africa | 31 Isando Road, Isando, Gauteng,  1601, South Africa | Ordinary | 100 |  |
| Weir Minerals Italy  S.r.l. | Italy | Via Fratelli Cervi 1/D, Cernusco sul  Naviglio, 20063, Milan, Italy | Ordinary | 100 |  |
| Weir Minerals  Kazakhstan LLP | Kazakhstan | 4th Floor, 192/2 Dostyk Avenue,  Almaty, 050051, Kazakhstan | Charter  Capital | 100 |  |
| Weir Minerals Kenya  Limited | Kenya | LR No. 1870/1/569, Ring Road  Parklands, P.O. Box 764 - 00606 - Sarit  Centre, Nairobi, Kenya | Ordinary | 100 |  |
| Weir Minerals  Madagascar Sarlu | Madagascar | Immcuble Mining Business Center sis  a Mamory Ivato, 10518 Ivato Aeroport,  Analamanga, Madagascar | Ordinary | 100 |  |
| Weir Minerals Mexico  Servicios, S.A. de C.V. | Mexico | Av. Nafta No. 775, Col. Parque  Industrial, Stiva Aeropuerto, Mexico | Ordinary  Nominative  Share | 100 |  |
| Weir Minerals Mexico,  SA de CV | Mexico | Av. Nafta No. 775, Col. Parque  Industrial, Stiva Aeropuerto, Mexico | Ordinary  Nominative  Share | 100 |  |
| Weir Minerals  Mongolia LLC | Mongolia | 205, 2nd Khoroo, Bayangol District,  Ulaanbaatar, Mongolia | Ordinary | 100 |  |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 244 |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

## Subsidiary undertakings

### continued

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Company Name | Country | Registered Office address | Class name | % of  class | Directly  Held By  PLC\* |
| Weir Minerals Mexico,  SA de CV | Mexico | Av. Nafta No. 775, Col. Parque  Industrial, Stiva Aeropuerto, Mexico | Ordinary  Nominative  Share | 100 |  |
| Weir Minerals  Mocambique  Limitada | Mozambique | Mozambique, Maputo Cidade, Distrito  urbano1, Bairro, Centrall, AV.  Zedequias, Manganhela, Mozambique | Ordinary | 100 |  |
| Weir Minerals  Mongolia LLC | Mongolia | 205, 2nd Khoroo, Bayangol District,  Ulaanbaatar, Mongolia | Ordinary | 100 |  |
| Weir Minerals  Netherlands B.V. | Netherlands | Egtenrayseweg 9, Venlo, Limburg  5928 PH, Netherlands | Ordinary | 100 |  |
| Weir Minerals North  Africa SARL | Morocco | Boulevard Sidi Mohamed, Ben  Abdellah, Im B, 1er Etage N  29. ,Casablanca, 20160, Morocco | Ordinary | 100 |  |
| Weir Minerals Panama  S.A. | Panama | Urbanización Vista Alegre, Edificio  Parque Logístico Panawest Bodega 7  Autopista, Panama-Arraijan, Panamá | Ordinary | 100 |  |
| Weir Minerals Poland  Sp. z.o.o. | Poland | ul. Wilkowicka, nr 20, lok. ---, miejsc.  Leszno, kod 64-100,, Poland | Capital | 100 |  |
| Weir Minerals  Processing  Equipment & Services  LLC | United Arab  Emirates | EFCO Cement Products Factory, Plot  No 597901, Dubai Investment Park II,  Dubai, United Arab Emirates | Ordinary | 49 |  |
| Weir Minerals Pump &  Mining Solutions  Namibia (Proprietary)  Limited | Namibia | Erf 4877 Patrick Lungadha Street, Ext.  10, New Industrial, Swakopmund,  Namibia | Ordinary | 100 |  |
| Weir Minerals RFW LLC  (OOO) | Russian  Federation | Bolshaya Polyanka, Building 2, house  2, 119180, Moscow, Russian  Federation | Corporate  Relationship | 100 |  |
| Weir Minerals Senegal  SUARL | Senegal | Sacré Coeur Pyrotechnique  Residence, Les Signares, 1er Etage,  Dakar Ponty, F4B - BP 21378, Senegal | Ordinary | 100 |  |
| Weir Minerals Shared  Services Proprietary  Limited | South Africa | 5 Clarke Street South, Alrode,  Alberton, 1449, South Africa | Ordinary | 100 |  |
| Weir Minerals South  Africa Proprietary  Limited | South Africa | 5 Clarke Street, Alrode, Alberton,  Gauteng, 1449, South Africa | Ordinary | 74.9 |  |
| Weir Minerals Sweden  AB | Sweden | Polervägen 4, 774 41 Avesta, Sweden | Ordinary | 100 |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Company Name | Country | Registered Office address | Class name | % of  class | Directly  Held By  PLC\* |
| Weir Minerals U.S. Inc. | United States | Corporation Trust Company (CT  Corporation System) , 1209 Orange  Street, Corporation Trust Center,  Wilmington DE 19801, United States | Common,  Preferred  Stock | 100 |  |
| Weir Minerals Ukraine  LLC | Ukraine | 2 Glinka str., letter Ƃ-18, б-1,  Dnipropetrovsk Reg, Dnipropetrovsk,  49000, Ukraine | Corporate  Relationship | 100 |  |
| Weir Minerals West  Africa Ltd Company | Ghana | Phase 31, WH 5 & 6, Plot A, Tema  Freezone Enclave, Agility Logistics  Park, Kpone-Katamanso, Greater  Accra, Ghana | Ordinary | 100 |  |
| Weir Oil & Gas  Australia Pty Limited | Australia | 1-5 Marden Street, Artarmon NSW  2064, Australia | Ordinary | 100 |  |
| Weir Pump and Valve  Solutions, Inc | United States | The Corporation Company, 40600  Ann Arbour Road, Este, 201, Plymouth  Mi 48170 4675, United States | Common | 100 |  |
| Weir Pumps Limited | Scotland | 10th Floor, 1 West Regent Street,  Glasgow, G2 1RW | Ordinary | 100 |  |
| Weir Services  Australia Pty Ltd | Australia | 1-5 Marden Street, Artarmon NSW  2064, Australia | Ordinary | 100 |  |
| Weir Services  Tanzania Limited | Tanzania,  United  Republic of | Plot 84, Block G, Nyakato, Mwananchi  Area, 33205, Mwanza, Tanzania | Ordinary | 100 |  |
| Weir Sudamerica S.A. | Chile | San José N° 0815, San Bernardo,  Santiago de Chile, Chile | Ordinary  Nominative  Share | 99.99 |  |
| Weir Turkey  Mineralleri Limited  Sirketi | Turkey | Tepeören Mah. Dervişpaşa Cad. Weir  Blok No:13 Tuzla, İstanbul, Turkey | Bearer | 100 |  |
| Weir US Holdings Inc. | United States | The Corporation Trust Company,  1209 Orange Street, Wilmington DE  19801, United States | Common | 100 |  |
| Weir Vulco Argentina  S.A. | Argentina | Sarmiento 511 Sur 1°Piso A, San Juan,  CP 5400, Argentina | Ordinary | 99.96 |  |
| Weir Warman (U.K.)  Limited | England and  Wales | Halifax Road, Todmorden, OL14 5RT | Ordinary | 100 | \* |
| WHW Group Inc. | United States | The Corporation Trust Company,  1209 Orange Street, Wilmington DE  19801, United States | Common | 100 |  |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 245 |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

## Subsidiary undertakings

### continued

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Company Name | Country | Registered Office address | Class name | % of  class | Directly  Held By  PLC\* |
| Wuxi Weir Minerals  Equipments Co., Ltd. | China | Lot 265, Wuxi-Singapore Industrial  Park, Wuxi City, Jiangsu Province,  China | Ordinary | 100 |  |

The Group has an interest in a partnership, the Weir ABF LP, which is fully consolidated into

these statements. The Group has taken advantage of the exemption conferred by Regulation

7 of the Partnerships (Accounts) Regulations 2008 and has, therefore, not appended the

accounts of this qualifying partnership to these financial statements. Separate accounts for the

partnership are not required to be, and have not been, filed at Companies House in the UK.

Statutory audit exemptions

The Weir Group PLC has issued guarantees over the liabilities of the following companies at 31

December 2024 under Section 479C of Companies Act 2006 and these entities are exempt

from the requirements of the Act relating to the audit of individual accounts by virtue

of Section 479A of the Act:

|  |  |
| --- | --- |
|  |  |
| Company Name | Company number |
| ESCO (UK) Holdings Limited | 04743623 |
| ESCO EMEA Holdings (UK) Limited | 08690169 |
| Linatex Limited | 00246713 |
| TWG Canada Holdings Limited | SC288837 |
| TWG Investments (No.3) Limited | SC197235 |
| TWG Investments (No.4) Limited | SC197236 |
| TWG Investments (No.6) Limited | SC292269 |
| TWG Investments (No.7) Limited | SC292270 |
| TWG Investments (No.8) Limited | SC292721 |
| TWG South America Holdings Limited | SC380944 |
| TWG UK Holdings Limited | SC311635 |
| Weir Australia Finance Limited | SC706473 |
| Weir Engineering Services Limited | SC033381 |
| Weir Group (Overseas Holdings) Limited | SC054821 |
| Weir Group African IP Limited | SC333781 |
| Weir Group General Partner Limited | SC522808 |
| Weir Group Holdings Limited | SC187227 |
| Weir Group IP Limited | SC267963 |
| Weir Warman (U.K.) Limited | 01636530 |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 246 |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

## Shareholder information

Company Secretary & registered office

Jennifer Haddouk

The Weir Group PLC

1 West Regent Street

Glasgow

G2 1RW

Registered in Scotland.

Company No. SC002934

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS99 6ZZ

Website: <www.investorcentre.co.uk>

Telephone: 0370 707 1402

Shareholder enquiries relating to shareholding, dividend payments, change of name or

address, lost share certificates or transfer of shares etc. should be addressed to

Computershare.

Shareholder analysis

Online communications

Shareholders are encouraged to visit the Company’s corporate website ([global.weir](www.global.weir)), which

contains a wealth of information about the Weir Group. The website includes information

about the markets in which we operate, our strategy and business performance, recent news

from the Group and product information. The investor section is a key source of information

for shareholders, containing details on the share price, our financial results, shareholder

meetings and dividends, as well as a ‘Shareholders FAQ’ section.

E-communications

We are encouraging our shareholders to receive their information by email and via our

website. Not only is this quick, it helps to reduce paper, printing and costs.

To register for e-communications, log on to <www.investorcentre.co.uk>

Follow us

![FacebookLinkedIn_P300.png]()

Ordinary shareholder analysis at 31 December 2024

(excluding 1,465 treasury shares)

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
| By country | | | |
|  | ¢ | UK Shareholders | 91.3% |
|  | ¢ | Overseas Shareholders | 8.7% |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| By holding size |  |  |  |  |
| Range | No. of  Shareholders | % | Shares | % |
| 1-1,000 | 1,829 | 56.16 | 682,399 | 0.26 |
| 1,001-5,000 | 784 | 24.07 | 1,692,962 | 0.65 |
| 5,001-10,000 | 169 | 5.19 | 1,211,906 | 0.47 |
| 10,001-100,000 | 250 | 7.68 | 9,472,393 | 3.65 |
| 100,001-500,000 | 150 | 4.61 | 35,676,716 | 13.74 |
| 500,001-1,000,000 | 30 | 0.92 | 20,655,628 | 7.96 |
| 1,000,001-999,999,999 | 45 | 1.38 | 190,220,048 | 73.27 |
| Total | 3,257 | 100% | 259,612,052 | 100% |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| By shareholder category |  |  |  |  |
|  | Holdings | % | Shares | % |
| Individuals | 2,492 | 76.51% | 3,636,922 | 1.40% |
| Bank or Nominees | 696 | 21.37% | 255,262,289 | 98.32% |
| Investment Trust | 11 | 0.34% | 344,860 | 0.13% |
| Insurance Company | – | 0.00% | – | 0.00% |
| Other Company | 42 | 1.29% | 266,245 | 0.10% |
| Pension Trust | 1 | 0.03% | 1 | 0.00% |
| Other Corporate Body | 15 | 0.46% | 101,735 | 0.04% |
| Total | 3,257 | 100% | 259,612,052 | 100% |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 247 |
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|  |  |  |  |  |  |  |  |  |  |

## Shareholder information

### continued

Annual and interim reports

Our Annual Report is available online. You can view or download the full Annual Report and

Interim Report from our website at <global.weir/investors/reporting-centre>

Managing your shareholding online with Investor Centre is a free, secure online service run by

Computershare, giving you convenient access to information on your shareholdings. Manage

your shareholding online and take advantage of all these features and more:

– View share balances and market values for all of your Computershare-managed holdings

– Update dividend mandate bank instructions, including global payments and view dividend

payment history

– Register to receive company communications online

– Cast your Proxy Vote online for forthcoming General Meetings

– Update personal details, such as your address

Registration is quick and easy. Just visit <www.investorcentre.co.uk> with your Shareholder

Reference Number (SRN) to hand. After registering, you may be sent an activation code in the

post, used to validate your account.

Annual general meeting 2025

Our Annual General Meeting will be held at 2.30pm on Thursday 24 April 2025. Further details

are contained in the Notice of Annual General Meeting 2025, which is available to download

from our website at [global.weir/shareholder-information/agm](www.global.weir/shareholder-information/agm).

Voting

Information on how you can vote electronically on the resolutions that will be put forward at

our 2025 Annual General Meeting can be obtained through our Registrar by visiting

<www.investorcentre.co.uk/eproxy>. You will need details of the Control Number, your SRN and

PIN, which can be found on the Form of Proxy or email, if you have asked to be sent email

communications.

Dividends

The Directors have recommended a final dividend of 22.1p per share, for the year ended 31

December 2024. Payment of this dividend is subject to approval at the 2025 Annual General

Meeting. Key dates relating to this dividend are given below.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Annual General Meeting | 24 April 2025 |  |
|  | Ex-dividend date | 17 April 2025 |  |
|  | Record date | 22 April 2025 |  |
|  | Mandatory Direct Credit deadline | 8 May 2025 |  |
|  | Payment date | 30 May 2025 |  |
|  |  |  |  |

Dividend history – (pence per share)

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |  |
|  | Interim | 15.0 | 15.75 | 16.5 | 0.0 | 11.5 | 13.5 | 17.8 | 17.9 |  |
|  | Final | 29.0 | 30.45 | 0.0 | 0.0 | 12.3 | 19.3 | 20.8 | 22.1 |  |
|  | Total | 44.0 | 46.2 | 16.5 | 0.0 | 23.8 | 32.8 | 38.6 | 40.0 |  |
|  |  |  |  |  |  |  |  |  |  |  |

Important – payment of dividends by mandatory direct credit

In 2019, the Company simplified the way in which it pays dividends to Shareholders and now

pays cash dividends by direct credit only. If our Registrar Computershare does not have any

bank/building society details on record for you, future payments will remain unissued and you

may then be charged to have your payments issued at a later date.

Paying dividends into a bank or building society account is a quicker and more secure way for

your dividends to be paid directly to you. In order to receive your dividends directly into your

bank account, you will need to register your bank/building society details on our Registrars’

website at www.investorcentre.co.uk. You will need your ten digit Shareholder Reference

Number (SRN), which starts with the letter C or G to log in.

This can be found on your share certificate(s) and dividend confirmation. Alternatively, you can

call Computershare on the dedicated Shareholder helpline 0370 707 1402, should you have

any questions about registering your payment instruction.

An Annual Dividend Confirmation detailing all payments made throughout the tax year is sent

once a year either electronically or to your registered address.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 248 |
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## Shareholder information

### continued

International Funds Transfers

If you live overseas, Computershare offers an International Funds Transfers service that is

available in certain countries. This may make it possible to receive dividends direct into your

bank account in your local currency. Please note that the fees applied for this service will be

automatically deducted from the proceeds before it is paid to you. For further details go to

www.investorcentre.co.uk/faq/payments.

American Depositary Receipt (ADR) programme

The Company has a sponsored level 1 ADR programme in the United States. Each ADR

represents 0.5 ordinary shares of 12.5 pence each, in the Company. The Company’s ADR

programme is administered by Citibank, who were appointed in February 2016.

ADR investor contact

Telephone: +1 781 575 4555 Citibank representatives are available from 8.30am to 6.00pm US

Eastern Standard Time (EST) Monday to Friday. Email: citibank@shareholders-online.com

In writing

Citibank Shareholder Services

P.O. Box 43077

Providence,

Rhode Island 02940-3077

ADR broker contact

Telephone: +1 212 723 5435 /

+44 207 500 2030

Email: citiadr@citi.com

Dividend tax allowance

With effect from 6 April 2024, the annual tax free allowance on dividend income was reduced

from £1,000 to £500.

Above this amount, individuals will pay tax on their dividend income at a rate dependent on

their income tax bracket and personal circumstances. We will continue to provide registered

Shareholders with confirmation of the dividends paid and this should be included with any

other dividend income received when calculating and reporting total dividend income

received. It is a Shareholder’s responsibility to include all dividend income when calculating

any tax liability.

This provision is enshrined in the Finance Act 2016. If you have any tax queries, please contact

a financial adviser.

United Kingdom capital gains tax

For the purpose of capital gains tax, the market value of an ordinary share of The Weir Group

PLC as at 31 March 1982 was 29.75p. This market value has been adjusted to take account of

the sub-Division of the share capital whereby each ordinary share of 25p was sub-divided into

two ordinary shares of 12.5p each on 28 June 1993. Rights issues of ordinary shares took place

in April 1987 at 157p per share on the basis of one new ordinary share for every seven ordinary

shares held, in July 1990 at 250p per share on the basis of one new ordinary share for every

five ordinary shares held and in September 1994 at 252p per share on the basis of one new

ordinary share for every four ordinary shares held.

Share dealing services

Shareholders have the opportunity to buy or sell The Weir Group PLC shares using a share

dealing facility operated by our Registrar, Computershare. You will need to register for this

service prior to using it. To access this service, go to www.computershare.com/dealing/uk.

Internet share dealing – commission is 1.4% of the value of each sale or purchase of shares,

subject to a minimum charge of £40. In addition, stamp duty, currently 0.5%, is payable on

purchases. Real time dealing is available during market hours (0800 to 1630 Monday to Friday

excluding bank holidays). In addition, there is a convenient facility to place your order outside

of market hours. Up to 90-day limit orders are available for sales. To access the service, go to

www.computershare.com/dealing/uk. Shareholders should have their SRN available. The SRN

appears on share certificates and dividend documentation.

Please note that, at present, this service is only available to Shareholders in certain jurisdictions.

Please refer to the Computershare website for an up-to-date list of these countries.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 249 |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |

## Shareholder information

### continued

Registry postal share dealing service – commission is 1.4% of the value of each sale or

purchase of shares, subject to a minimum of £40. In addition, stamp duty, currently 0.5%, is

payable on purchases. You can contact Computershare on 0370 703 0084. Shareholders

should have their SRN ready when making the call. The SRN appears on share certificates and

dividend documentation. Detailed terms and conditions are available at

www.investorcentre.co.uk or by contacting Computershare. Please note this service is, at

present, only available to Shareholders resident in certain jurisdictions. Please refer to the

Computershare website for an up-to-date list of these countries.

These services are offered on an execution only basis and subject to the applicable terms and

conditions. Computershare Investor Services PLC is authorised and regulated by the Financial

Conduct Authority.

This is not a recommendation to buy, sell or hold shares in The Weir Group PLC. Shareholders

who are unsure of what action to take should obtain independent financial advice. Share

values may go down as well as up which may result in a Shareholder receiving less than he/

she originally invested.

Shareholder warning alert: unsolicited investment advice and fraud

Many companies have become aware that their shareholders have received unsolicited

phone calls or correspondence concerning investment matters. Share scams are often run

from ‘boiler rooms’ where fraudsters cold-call investors offering them worthless, overpriced or

even non-existent shares.

These callers can be very persistent and extremely persuasive and their activities have

resulted in considerable losses for some investors. Whilst usually by telephone, the high

pressure sales tactics can also come by email, post, word of mouth or at a seminar.

Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a

discount, sell your shares at a premium or offers of free company reports.

If you receive any unsolicited investment advice:

– Make sure you get the correct name of the person and organisation and take a note of any

other details they provide, such as a telephone number or address.

– Check that the caller is properly authorised by the Financial Conduct Authority (FCA) by

visiting www.fca.org.uk.

– Report any approach from such organisations to the FCA using the share fraud reporting

form at www.fca.org.uk/consumers/report- scam-unauthorised-firm, where you can also

find out about the latest investment scams. You can also call the Consumer Helpline on

0800 111 6768.

– If calls persist, hang up.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 250 |
|  |  |  |  |  |  |  |  |  |  |
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## Glossary

AGM

Annual  General Meeting

AI

Artificial intelligence

Avoided emissions

The comparative measure between the

lifecycle greenhouse gas emissions of an

improved technology versus the business as

usual alternative

Board

The Board of Directors of The Weir Group PLC

bps

Basis points

brownfield

A term used to describe existing mining

operations

capex

Capital expenditure

CGU

Cash generating unit

CSRD

EU Corporate Sustainability Reporting

Directive

Comminution

Crushing, screening and grinding of

materials in mining and sand and

aggregates markets

Company

The Weir Group PLC

Computershare EBT

Employee benefit trust (Computershare

Trustees (Jersey) Limited)

Constant currency

2023 restated at 2024 average exchange

rates.

Continuing operations

Continuing operations excludes the Oil &

Gas Division, which was sold to Caterpillar

Inc. in February 2021 and the Saudi Arabian

joint venture, which was sold to Olayan

Financing Company in June 2021

Director

A Director of The Weir Group PLC

EBIT

Earnings before interest and tax

EBITDA

Earnings before interest, tax, depreciation

and amortisation

eNPS

Employee net promoter score. A scoring

system designed to help employers

measure employee satisfaction and loyalty

within their organisations

EPS

Earnings per share

Estera EBT

Employee benefit trust (Estera Trust (Jersey)

Limited)

Excellence Committees

Management-level committees seeking to

promote best practice on a variety of

specialist topics

External Auditors

PricewaterhouseCoopers LLP

free cash flow

Operating cash flow (cash generated from

operations) adjusted for net capital

expenditure, lease payments, dividends

received from joint ventures, purchase of

shares for employee share plans, net

interest, income taxes, settlement of

derivative financial instruments, additional

pension contributions and non-controlling

interest dividends

GAAP

Generally Accepted Accounting Practice

Gender diversity

The percentage increase or decrease in

females at Weir, relative to the starting

baseline. The percentage is determined as

the number of female employees divided by

the total number of employees (all genders

inclusive), within any given period (less the

baseline figure)

GHG

Greenhouse gases

greenfield

A term used to describe new mine

developments

Group

The Company together with its subsidiaries

IAS

International Accounting Standards

ID&E

Inclusion, diversity and equity

IFRS

International Financial Reporting Standards

ISSB

International Sustainability Standards Board

ISO

International Organisation for

Standardisation

KPI

Key performance indicator

Like-for-like

On a consistent basis, excluding the impact

of acquisitions

LTIP

Long Term Incentive Plan

NGO

Non-governmental organisation

operating margin

Operating profit including our share of

results of joint ventures divided by revenue

2026 operating margin target

Adjusted operating profit margin for full year

ending 31 December 2026

ordinary shares

The ordinary shares in the capital of the

Company of 12.5p each

Performance Excellence

A transformation programme to optimise

the structure of our operations and drive

synergy across our processes

PILON

Payment in lieu of notice

Registrar

Computershare Investor Services PLC

R&D

Research and development

Retain our talent

The percentage of permanent employees

who have voluntarily chosen to leave Weir in

the reporting period. Voluntary is

determined as any employee who has

voluntarily chosen to leave the organisation,

and excludes any employee who has left by

way of an involuntary exit

RPI

UK Retail Prices Index

SASB

Sustainability Accounting Standards Board

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 251 |
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## Glossary

### continued

Scope 1 emissions

Direct GHG emissions occur from sources

that are owned or controlled by the

company, for example, emissions from

combustion in owned or controlled boilers,

furnaces, vehicles and process emissions.

Scope 2 emissions

Indirect GHG emissions. Scope 2 accounts

for GHG emissions from the generation of

purchased electricity, heat or steam

consumed by the company and is

purchased or otherwise brought into the

organisational boundary of the company

Scope 3 emissions

Other indirect GHG emissions across the

value chain Scope 3 emissions are a

consequence of the activities of the

company, but occur from sources not

owned or controlled by the company. Some

examples of scope 3 activities are extraction

and production of purchased materials;

transportation of purchased fuels; and use of

sold products and services

SHE

Safety, Health and Environment

SRP

Share Reward Plan

subsidiary

An entity that is controlled, either directly or

indirectly, by the Company

tCO2e

Tonnes of carbon dioxide equivalent

TIR

Total incident rate is an industry standard

indicator that measures fatality, lost time and

medical treatment injuries per 200,000 hours

worked (employee, contractor and visitor

hours on site).

TSR

Total Shareholder Return comprising

dividends paid on ordinary shares and the

increase or decrease in the market price of

ordinary shares

WACC

Weighted average cost of capital

WBS

Weir Business Services

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| [Strategic Report](#i7cda59fc20904e7ba651a71c446b71be_13) |  | [Governance](#i7cda59fc20904e7ba651a71c446b71be_106) |  | [Financial Statements](#i7cda59fc20904e7ba651a71c446b71be_178) |  | [Additional Information](#i7cda59fc20904e7ba651a71c446b71be_367) |  | The Weir Group PLC Annual Report and Financial Statements 2024 | 252 |
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| Photographic references:  Cover image - Vibrant aerial view of open pit mine in Cobar Outback, Australia  Page 1 from left to right: CSA mine at Cobar, New South Wales, Australia, Copper mine in Røros, Norway, Costa Masnaga quarry, Italy |
| Designed and produced by RadleyYeldar www.ry.com  Printed in the UK by Park using vegetable inks and their environmental printing technology  Park is a CarbonNeutral company. Both the manufacturing mill and the printer are registered to the Environmental Management System  ISO14001 and are Forest Stewardship Council (FSC) chain-of-custody certified |