Annual Report 2025

Who we are

IMI is a global leader in fluid and motion control, serving markets underpinned by three long-term megatrends – Energy, Automation, and Healthcare. We apply world-class engineering expertise to optimise performance and deliver consistent, long-term value – for our customers and our business.

What we do

We engineer bespoke solutions, including valves, actuators and controls that enhance our customers’ safety, productivity and sustainability. Developed in deep partnership with our customers, our customised solutions are a small part of their systems, but deliver outsized impact.

How we do it

One IMI is our operating model for growth and performance – combining commercial excellence, market-led innovation and continuous improvement. We have a strong learning and performance culture that ensures our best practices are applied everywhere and scaled to unlock growth. One IMI is how we win and how we deliver sustained shareholder value.

Our purpose

Breakthrough engineering for a better world

Read more about our megatrends on pages 3, 14 – 17
Read more about our business model on page 5
Read more about our culture on page 11

In this report

Section	Page
Strategic Report
Highlights of the year	01
Investment case	02
Enduring megatrends	03
Our business strategy	04
Our business model	05
Chair’s letter	06
Chief Executive Officer’s review	08
Megatrends in action	14
Sector reviews	18
Key Performance Indicators	28
Financial review	30
Stakeholder engagement	36
Sustainability	40
Task Force on Climate-related Financial Disclosures assessment	58
Non-financial and sustainability information statement	64
Risk management	65
Viability statement	71
Going concern	72
Corporate Governance
Governance at a glance	73
Chair’s Governance letter	75
Board of Directors	76
Executive Committee	80
Corporate Governance Report	82
Section 172 statement	90
Nomination Committee Report	94
Audit Committee Report	98
Sustainability Committee Report	102
Remuneration Committee Report	104
Annual Directors’ Remuneration Report	106
Directors’ Report	127
Statement of directors’ responsibilities in respect of the Annual Report and the financial statements	131
Financial Statements
Independent Auditor’s Report to the members of IMI plc	132
Primary statements	140
Notes to the consolidated financial statements	145
Additional Information
Appendix to the climate-related financial disclosures	200
Subsidiary undertakings	208
Five-year summary	214
Shareholder and general information	216

Our values

Always care
Be curious
Create impact

A: Europe 44%
B: North America 25%
C: RoW 31%
Countries: 50+

Highlights of the year

Financial performance

Revenue: £2,304m (4% increase) (2024: £2,210m)
Organic revenue growth: 5%
Adjusted operating margin: 20.0% (30bps increase) (2024: 19.7%)
Statutory operating margin: 18.3% (220bps increase) (2024: 16.1%)
Adjusted profit before tax: £442m (6% increase) (2024: £419m)
Statutory profit before tax: £419m (27% increase) (2024: £330m)
Adjusted basic earnings per share: 132.3p (8% increase) (2024: 122.5p)
Statutory basic earnings per share: 124.3p (29% increase) (2024: 96.0p)

Financial framework

Adjusted operating margin 20%+
Cash conversion 90%+
Return on invested capital 12%+

Employees, Suppliers and Customers

Employees: c.10,000
Suppliers: c.7,000
Customers: >35,000

Adjusted basic EPS (pence)

2019: 73.2
2020: 79.7
2021: 92.0
2022: 105.5
2023: 116.8
2024: 122.5
2025: 132.3

Growth strategy launched | +10% CAGR 2019-2025

Investment case

A global leader in fluid and motion control

Leading positions in fluid and motion control growth markets
Innovative solutions creating customer value
Strong pricing power
Significant aftermarket exposure
Highly cash generative with a disciplined approach to capital allocation

Our business is aligned to Energy, Automation and Healthcare, and we hold leading positions in fluid and motion control markets exposed to these long-term megatrends. Our market-led approach to innovation is unique: we solve acute industry challenges using our engineering expertise to enhance customers’ safety, productivity, and efficiency. While our products and solutions are only a relatively small part of our customers’ total system costs, they play a critical role in their performance. We generate approximately 45% of sales from the aftermarket, providing high-margin recurring revenue and underpinning long-term growth. Our financial framework compounds EPS growth through investments in organic growth, targeted bolt-on acquisitions and share buybacks.

Compounding adjusted basic EPS growth through investments in organic growth, M&A and share buybacks.

Enduring megatrends

Energy

Powering a world that needs more energy, delivered more intelligently
The global appetite for power is rising fast, driven by electrification, data centre expansion and increasing consumption in emerging markets. IMI enables the flow, control and thermal systems that keep this infrastructure stable, efficient and safe. As demand surges, our technologies help our customers use every unit of energy more effectively, making modern networks and equipment perform harder, smarter and cleaner.
Read more about Energy on page 14

Healthcare

Enabling precision care for a growing world
Ageing populations, rising expectations and advances in medical science are reshaping global healthcare. IMI’s life-critical valves and control assemblies power the systems behind diagnostics, therapy delivery and respiratory care. Our components operate with microscopic precision, ensuring the reliability and performance that modern medicine demands. All of this helps patients live longer, healthier lives.
Read more about Healthcare on page 17

Automation

Building resilient, intelligent manufacturing
Manufacturers everywhere are redesigning operations for resilience and competitiveness. Automation, digital integration and local production are transforming how and where goods are made. IMI’s motion and fluid control technologies increase productivity and support localised, high-precision manufacturing. As industries automate to stay competitive, IMI provides the precision and scalability that make next-generation production possible.
Read more about Automation on page 16

Global demand for Energy, Automation and Healthcare is reshaping the world’s economy, and creating powerful, long-term growth opportunities for IMI. Our precision engineering and control technologies sit at the intersection of these structural shifts, enabling customers to perform more efficiently, sustainably and reliably in a rapidly changing world.# Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025

Performance culture

Performance culture
Continuous improvement
Market-led innovation
Commercial excellence
One IMI

Our business strategy

Our ‘One IMI’ operating model
We operate under a unified ‘One IMI’ operating model, leveraging our best practices in commercial excellence and market-led innovation to drive value across the organisation. We focus on five key market sectors where this integrated approach delivers exceptional impact and sustainable growth.

Commercial excellence

We provide world-class engineering expertise and excellent customer service. We have deep applications knowledge and know-how. We have leading brands.

Performance culture

We take ownership of our commitments and stay accountable for delivering better outcomes for our customers and shareholders. This culture of responsibility shapes how we innovate, collaborate and grow the business in a sustainable way.

Market-led innovation

We solve acute customer problems by developing innovative new products and solutions. We work in teams to rapidly validate the problem, create the solution and assess its commercial viability with our customers.

Continuous improvement

We take a systematic and relentless approach to improving our products and processes every day, strengthening our ability to deliver for customers and drive long-term competitiveness. We build scalable operational processes that ensure we deliver high-quality products on time, every time.

Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025

Our business model

Unlocking value at every stage
How we create value

Our business model

For our stakeholders

Deep engineering expertise: We provide knowledge, expertise, and intellectual property. Our world-class applications engineering expertise provides our customers with the right support to solve their problems.
Our people: Our success is fuelled by our diverse and talented workforce. We invest in our employees, providing continuous learning and career development.
Operational excellence: We commit to operational excellence, maintaining state-of-the-art manufacturing facilities and technology to deliver high-quality products.
Our communities: We take community engagement very seriously. We aim to build strong, positive relationships in the communities we operate in, and contribute to social welfare.
Better world: We recognise the importance of preserving natural resources and minimising our environmental footprint. We strive to reduce our environmental impact and support our customers to do the same.
Disciplined capital allocation: We manage financial resources, making investments in innovation and operational efficiency to achieve sustainable profitable growth.

Stakeholder	Performance/Metric
Customers	>35,000 Customers: Supporting over 35,000 customers with their most acute problems.
Employees	79% Employees: Employee engagement remains high (2024: 79%).
Shareholders	10% CAGR: We delivered 10% compound annual growth in adjusted basic earnings per share over a six-year period.
Suppliers	c.7,000 Suppliers: More than 7,000 suppliers with partnerships that demonstrate long-term trust built over time.
Community and environment	54% reduction in carbon intensity since 2019 and supported customers in reducing their environmental impact. These actions align with our purpose of creating a better world and, in turn, support the communities in which we operate.
Government and regulators	We engage with governments and regulators on relevant industry issues.

Read more about Stakeholder engagement on page 36

Identify and validate our customers’ key engineering problems
Apply our world-class applications engineering expertise to solve our customers’ problems
Investing >3% of sales in developing new products that align with our purpose of creating a better world
Harness optimised supply chains and operations at our manufacturing sites to keep close to customers and deliver excellent customer service
Deliver strong aftermarket support and products to ensure our customers (across 50+ countries) can maximise their efficiency

One IMI

Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025

Chair’s letter

Delivering value through breakthrough engineering
Jamie Pike Chair

Sale of Truflo Marine business

The Board constantly reviews all elements of our business for value-creation opportunities in the best interest of our stakeholders. In November 2025 we agreed the sale of our Truflo Marine business to Fairbanks Morse Defense for an enterprise value of £225m. The sale of Truflo Marine, a leading supplier of mission-critical valves and actuators to naval submarine programmes, further aligns IMI to three powerful megatrends – Energy, Automation and Healthcare. The transaction is expected to complete in mid-2026.

Dividend and capital allocation

IMI has a clear and disciplined approach to capital allocation, focused on enhancing shareholder returns. We are committed to a progressive dividend, and after fully reinvesting in our organic business, will look to pursue attractive, bolt-on acquisitions. Any acquisition should enhance our positions in long-term growth markets and must deliver returns in line with our strict financial criteria. We are committed to maintaining an efficient balance sheet and will look to return surplus capital to shareholders should net debt to adjusted EBITDA fall sustainably below our 1.0x-2.0x range. In line with our stated value creation policy, the Board are pleased to be announcing a £500m share buyback programme and recommending a final dividend of 23.2p per share (2024: 21.1p). Payment of the final dividend will be made on 15 May 2026 to shareholders on the register at the close of business on 7 April 2026.

Strategic progress

It has been another year of significant progress at IMI. Our focus on commercial excellence, market-led innovation and continuous improvement continues to deliver results. I am pleased to report that IMI has now delivered its fifth consecutive year of mid-single digit organic revenue growth. Adjusted basic earnings per share are now 81% higher than 2019, when the business launched its growth strategy, and we have returned over £1 billion to shareholders through dividends and share buybacks since the start of 2019.

Board changes

As previously announced, Daniel Shook stood down as Chief Financial Officer and Executive Director on 1 August 2025. Daniel has been succeeded by Luke Grant, who has spent over a decade working at IMI across a number of key finance roles. Caroline Dowling stepped down as non-executive director and Chair of the Remuneration Committee at the AGM in May 2025. Victoria Hull has succeeded Caroline as Chair of the Remuneration Committee. You can read more about this on page 94 of the Nomination Committee Report.

Stakeholders

I have enjoyed meeting with many of IMI’s different stakeholder groups during my first year as Chair. These groups have different expectations and priorities, and we ensure all their interests are considered in our decision-making. For more information about our stakeholders and our Section 172 statement, please see pages 36 to 39 and 90 to 92 respectively.

People

Our people are key to the successful delivery of our growth strategy. On behalf of the Board, I would like to thank them all for their commitment and dedication in 2025. I would like to thank the Board, Executive Committee and all our colleagues for their support and welcome during my first year as Chair. Our strategy continues to create significant value for stakeholders, and I am very pleased with the progress made in 2025.

Jamie Pike Chair

Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025

Getting to know our people

Chair’s letter continued

Olkusz, Poland – March: Jamie visited our Olkusz site to gain insight into product innovation and manufacturing excellence. He met with site leaders and employees, emphasising health and safety and customer satisfaction.
Alpen, Germany – July: At Alpen, Jamie joined colleagues for an in-depth factory tour showcasing automation solutions. The visit highlighted collaboration and innovation, reinforcing our shared strategic direction.
Brno, Czech Republic – October: As part of the Board visit, Jamie toured the Brno site and participated in an employee engagement session. The discussions focused on product development and strengthening connections with our teams.
Orton, Italy – October: Jamie explored Orton’s advanced engineering capabilities, including CREX valves, cryogenic testing, and new facility developments. The visit underscored our commitment to innovation and future growth.
Employee engagement sessions: Jamie also attended engagement sessions at our headquarters in Birmingham (July) and Brno (October), fostering open dialogue and reinforcing our commitment to employee feedback.

Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025

Chief Executive Officer’s review

Compounding earnings growth

Cash conversion remained very high at 96% (2024: 92%) and we are committed to deploying our growing free cash flows to enhance shareholder returns. Free cash flow improved to £290m in 2025 (2024: £263m). 2025 has not been without its challenges, including the cyber incident in February and ongoing geopolitical tensions. The delivery of another set of strong results reflects the resilience of our business and the significant efforts of all our people. I would like to express a personal thank you to everyone across IMI for their hard work and dedication.

Performance highlights

Automation delivered a strong performance. Process Automation had another outstanding year.Growth was fuelled by rising global energy demand, particularly in conventional power and nuclear. We also made further progress in the high-margin aftermarket. Industrial Automation delivered a resilient performance, despite very mixed markets. I am pleased with the strategic progress made in the year, particularly in relation to how we serve our largest customers and in the aftermarket. The execution of our growth strategy is creating significant value for shareholders, and we delivered another strong performance in 2025. We have now delivered five consecutive years of mid-single digit organic revenue growth and expanded margins to meet our medium-term target of 20%+. With our world-class engineering expertise and relentless focus on commercial excellence, we are well placed to address our customers’ needs for bespoke, high value-add fluid and motion control solutions. Supported by our three long-term megatrends – Energy, Automation and Healthcare – and our focus on the attractive aftermarket, we are compounding earnings growth. Our adjusted operating margin increased by a further 30bps to 20.0% in 2025 (2024: 19.7%) and is now 580bps higher than in 2019. The continued progress reflects our strong operating leverage, our focus on the high-margin aftermarket and the final benefits from our complexity reduction programme.

Roy Twite Chief Executive Officer

The growth strategy launched in 2019 has fundamentally transformed IMI, creating significant value for shareholders. The One IMI operating model has driven a step change in performance, and I am pleased to report a fifth consecutive year of mid-single digit organic revenue growth.

Megatrends

Energy

Powering a world that needs more energy
The global appetite for power is rising fast, driven by electrification, data centres and increasing consumption in emerging markets.

Automation

Building resilient, intelligent manufacturing
As labour becomes increasingly scarce, global industries must automate to stay competitive.

Healthcare

Enabling precision care for a growing world
Ageing populations, rising expectations and advances in medical science are reshaping global healthcare.

Read more on pages 14 to 17 Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 202508

Life Technology also performed well in 2025. Climate Control delivered another strong performance, reflecting continued demand for our solutions that reduce energy consumption and improve indoor comfort in buildings, as well as our growing portfolio of smart- connected products. Life Science & Fluid Control returned to gentle growth in 2025. With our customers now planning new product launches and platform refreshes, we are cautiously optimistic about the medium-term. Whilst it has been a challenging year for our Transport sector, in line with the wider global heavy duty truck market, I am encouraged by recent progress. Whilst markets remain highly uncertain, our sector team have developed a comprehensive plan to accelerate improved financial returns, and we continue to create significant value for our customers.

One IMI operating model

Our One IMI operating model is the foundation of our growth and performance. It is designed to deliver our financial framework consistently and effectively. We hold leading positions in long-term growth markets, where customers pay a premium for our applications engineering expertise in fluid and motion control. By applying a consistent approach rooted in commercial excellence, market-led innovation and continuous improvement, underpinned by our performance culture, we are growing our business, expanding margins and generating strong cash flows – creating significant value for our shareholders.

Commercial excellence

Commercial excellence remains at the heart of our growth strategy. Our innovative fluid and motion control solutions play a vital role in many of the world’s most critical processes. We have significantly improved customer satisfaction scores and leverage these strong relationships to co-create bespoke, high value-add solutions. Our products typically represent a small part of the total system cost but can have a significant impact on the safety, productivity, and efficiency of our customer’s operations. This drives growth, strong pricing power and attractive aftermarket revenue streams. All of this is supported by the significant investments we have made in our people, processes and operations. Our investments in data and digital have played a key role in accelerating growth in the high- margin aftermarket. Our Process Automation team actively tracks over 200,000 severe service valves in our installed base via a centralised database, which is being used to identify key aftermarket opportunities and prioritise sales efforts. We estimate that this has positively impacted our order intake by over £90m across the last three years.

Market-led innovation

We have an outstanding culture of market-led innovation at IMI. Grounded in deep customer insight and executed through our entrepreneurial Growth Hub model, our innovations solve complex engineering challenges. Our teams utilise a disciplined ‘test and learn’ approach to quickly validate solutions and market potential. Through this process we maximise our return on investment by bringing products to market once customer endorsement has been secured. We launched Growth Hub across IMI in 2019, and in 2025 delivered £206m of orders, up 38% on 2024. We are particularly excited by the opportunity to support the rapid growth and demand for data centres. Our fluid and motion control solutions can play a critical role supporting energy efficiency and temperature control in data centres, particularly for direct liquid cooling systems, and we are pleased to have delivered £18m of data centre orders in 2025, more than doubling the £7m won in 2024 with a growing pipeline of opportunities. The need for stable, reliable energy to power data centres also presents a significant opportunity for IMI, and we saw a 20% organic increase in conventional power orders during 2025.

Continuous improvement

The restructuring programme launched in 2019 has materially strengthened our competitive position and laid the foundations for growth. We have streamlined our global footprint by consolidating or selling 20 sites. Transferring manufacturing into our highest-performing facilities has driven step-change improvements in customer satisfaction and operational efficiency. It has also simplified our supply chains and supported the 580bps expansion in adjusted operating margin since 2019. Now our focus is on structured, relentless continuous improvement to sharpen our competitive edge every day. An excellent example is within Industrial Automation, where we win in highly customised applications and where a fast response to customers is crucial. I am proud to report that our team in Brno, Czech Republic, identified over 1,000 continuous improvement initiatives in 2025, dramatically reducing lead times and improving customer satisfaction. Restructuring costs associated with our current business are no longer recorded within adjusting items.

Performance culture

Our people and culture are the foundation of the One IMI operating model. Over the last six years we have focused on building capabilities, leadership and embedding a performance-driven mindset. We are proud to employ the best people at IMI and empower them to deliver growth. We ensure our top talent regularly moves across the business, enabling us to leverage best practice and develop the next generation of leaders. During the year, Luke Grant, previously Vice President of Finance for Industrial Automation, was appointed Chief Financial Officer and Tarak Chhaya, formerly Regional President, APAC & India, for Industrial Automation, was appointed its Sector President. Both appointments reflect the strength of our internal talent pipeline and our commitment to developing leaders who deliver results and inspire our people. I am pleased to report that our investment in our people is being recognised; employee engagement remains very high, with 79% of employees recommending IMI as a great place to work (2024: 79%). We were also very proud to be named Company of the Year at the plc awards 2025. This recognition reflects the strength of our people, our performance culture and the success of our One IMI operating model in delivering consistent growth and creating long-term value.

Enhancing shareholder returns

IMI is a highly cash generative business with a clear and disciplined approach to capital allocation, prioritising investments that accelerate organic growth and enhance shareholder returns. We are committed to a progressive dividend and are pleased to be recommending a 2025 final dividend of 23.2p per share (2024: 21.1p per share). Payment will be made on 15 May 2026 to shareholders on the register at the close of business on 7 April 2026. We will also pursue bolt-on acquisitions that enhance our positions in attractive, long-term growth markets. We have deployed over £400m in bolt-on acquisitions across the last six years, whilst increasing our fully burdened return on invested capital by 260bps. Whilst the pipeline of M&A opportunities is strong, we are highly selective and acquisitions must deliver returns in line with our strict financial criteria. We are committed to maintaining an efficient balance sheet and will look to return additional capital to shareholders and enhance returns should leverage fall sustainably below our 1.0x–2.0x target range. Given the strong performance in 2025, our outlook for 2026 and our commitments to maintaining an efficient balance sheet and enhancing shareholder returns, we have announced a £500m share buyback programme.# Chief Executive Officer’s review continued

By deploying our growing free cash flow into organic growth opportunities, attractive acquisitions and value enhancing share buybacks, we are confident we can continue our track record of compounding adjusted EPS growth.

Proactive management

The Board and Executive Committee constantly evaluate all elements of our business for value creation opportunities in the best interests of all our stakeholders. In May we announced the strategic review of our Transport sector. The sector delivers high value solutions for commercial vehicles and represented 7% of IMI’s sales in 2025 (2024: 8%). The review is progressing, we are delivering significant operational improvements and continue to assess all strategic options.

In November we agreed the sale of our Truflo Marine business to Fairbanks Morse Defense for an enterprise value of £225m. The sale of Truflo Marine, a leading provider of mission-critical valves and actuators to naval submarine programmes worldwide, further aligns IMI to the three powerful megatrends we are focused on – Energy, Automation and Healthcare. This transaction remains subject to regulatory and other approvals and is expected to complete in mid-2026.

Health and safety

Health and safety remains our number one priority at IMI and we made further progress towards our ambition of an accident-free workplace in 2025. We are pleased to report that the Total Recordable Incident Frequency Rate reduced to 0.28 (2024: 0.38).

Outlook

Based on current market conditions, we anticipate delivering our sixth consecutive year of mid-single digit organic revenue growth in 2026. We expect full year adjusted basic EPS to be between 136p and 142p.

Conclusion

I am very proud of our progress in 2025. Our performance demonstrates the continued success of our growth strategy, the strength of our One IMI operating model and the resilience and hard work of our people. The foundations of our business are as strong as I have ever seen them, and I look forward to 2026 with optimism.

Roy Twite
Chief Executive Officer

Structural growth

Strong margins
Cash-backed earnings
Premium returns

Metric	Performance
5% Average 2022-2025	Organic revenue growth
20% 2025	Adjusted operating margin
96% 2025	Cash conversion
12%+ ROIC	Delivering post-tax returns significantly higher than weighted average cost of capital (‘WACC’)
14% 2025	10% CAGR 2019-2025

Medium-term targets

Compounding EPS growth: 5%
Organic revenue growth: 20%+
Adjusted operating margin: 90%+
Cash conversion:

	2019	2020	2021	2022	2023	2024	2025
Value added per employee (£k)*	77.9	83.1	83.5	86.8	94.6	96.5	102.3

+31%

Culture

Enabling our people to achieve more
Performance-driven mindset: Ownership, accountability, customer focus
Investment: Targeted development at every level
Continuous improvement: Operational excellence

Q&A: Creating a culture that drives growth

An interview with Liz Rose, Chief People Officer

Q IMI often talks about ‘performance culture’. What does that mean in practice?
For us, performance culture is what turns strategy into results. It’s about creating the environment people need to do their best work; clear expectations, accountability and a shared sense of purpose. Over the past few years, we’ve worked deliberately to build that culture: embedding our values, strengthening collaboration across sectors and creating stronger connection across the business. It’s what makes One IMI real, and it’s at the heart of the progress we’ve made as a business.

Q AI has been a big theme across IMI this year. How are you helping people adapt and embrace it?
It’s been exciting to see how quickly people have really embraced it. More than 2,000 colleagues have completed AI training this year, and thousands are now using generative tools, including Microsoft 365 Copilot and other platforms, to enhance productivity, insight and collaboration. Even more encouraging is the mindset shift it represents. People are experimenting, sharing ideas and finding smarter ways to work. That curiosity and openness to change says a lot about IMI. We’ve built a culture that doesn’t wait for the future to arrive, we get involved early, learn fast and make new technology work for us.

Q What’s next for IMI’s culture?
We want to keep the momentum going. The culture we’ve built, one that blends performance with care and curiosity, is now part of who we are. The next chapter is about helping people unlock their potential: creating the right environment, opportunities and encouragement for everyone to build a rewarding career here. When our people grow, so does our business.

Q What progress have you seen this year?
We’ve seen our culture drive tangible results. Engagement remains high, with 79% of colleagues saying IMI is a great place to work (2024: 79%) and a record 88% (2024: 84%) taking part in our One Big Voice global people survey, a strong sign that people feel heard and involved. Through Growth Hub, colleagues have brought fresh, entrepreneurial thinking to customer challenges, generating £206m in new orders during 2025 (2024: £149m) and embedding a growth mindset across our business. Development has expanded at every level, from graduates to senior leaders, through new programmes, digital learning and clearer career pathways. Inclusion is strengthening how we lead and perform, with women now representing 25% of managers (2024: 24%). Our Think Twice safety campaign is driving real behavioural change, with further reductions in incidents and more people looking out for one another at work.

Q How does this connect to IMI’s strategy for growth?
Our people strategy is what brings the business strategy to life. Everything we do is focused on building the capabilities that power commercial excellence, market-led innovation and continuous improvement. That means strengthening our culture of connection and recognition, so everyone feels part of One IMI and confident their contribution matters. It means growing leadership and succession, so our next generation of leaders are ready to step up. It means building skills faster, from commercial and technical expertise to the digital and analytical capabilities that will shape the next phase of growth.

Liz Rose
Chief People Officer

* (Adjusted operating profit + employment cost charged to adjusted operating profit)/Average number of employees

Chief Operating Officer’s review

How we win

Q How does that translate into solutions for customers?
We don’t just design products, we engineer solutions for very specific applications. Every valve, actuator or control system we create is tailored to the customer’s exact operating environment. That’s where our considerable application knowledge really matters. Because our solutions are built with performance in mind, they often unlock efficiency, reliability and sustainability benefits that far outweigh their cost. Our customers come to us when performance really matters, when they need something engineered precisely for their challenge, not something off the shelf.

Q What role does premium service play?
It’s integral to how we create value. Our engineers stay with our customers through every stage of the product’s life, from design and commissioning, through operation and optimisation, to upgrade and repurposing. By combining deep engineering expertise with digital tools and predictive maintenance, we help our customers extend asset life, lower total cost of ownership and improve sustainability. It’s a true partnership, one that builds trust through uptime and performance. Our aftermarket business, which already represents around 45% of Group sales, is a major growth focus for 2026. We’re scaling aftermarket across all sectors, using data and AI to identify under-serviced assets faster and deepen customer relationships. It’s how we move from selling parts to providing insight-led service that delivers long-term value for both our customers and IMI.

Q How does IMI stay ahead of the competition?
Our foundation is deep engineering expertise, application knowledge, and customer intimacy, that’s what sets us apart. We understand our customers’ applications, and we have the engineering skill to solve their most complex challenges. This sits at the heart of what we do. What really differentiates us is how we apply it through the One IMI operating model, built on commercial excellence, market-led innovation and continuous improvement. It means we can take what works in one part of the business and scale it across others. That’s how we turn world-class engineering into a consistent, strong model for growth.

Q How does commercial excellence strengthen IMI’s advantage?
Commercial excellence is the engine of the One IMI operating model. It’s about understanding our customers deeply, their priorities, their challenges and even their buying behaviour, so we can tailor solutions, pricing and service that truly fit their needs. By using more data to understand how and when our customers upgrade or replace equipment, we can anticipate demand and have more meaningful conversations about value. This insight feeds our innovation pipeline, ensuring we develop products and services that are relevant and commercially successful, and it drives continuous improvement by helping us focus resources where they make the biggest impact.

Q How is IMI using data and AI to enhance performance?
Data and AI are strengthening every element of our commercial and service models. For example, we’ve developed an AI-powered pricing engine that helps optimise pricing in real time, balancing competitiveness with value. But technology alone isn’t enough.The hard part is implementation: helping our teams use data confidently to have the value-based conversations that capture the true worth of what we deliver. We’re also using data and AI to transform service, analysing installed-base information to predict maintenance needs, locate under-serviced assets and recommend upgrades before issues arise. It’s all part of our aftermarket approach: smarter, faster and more connected ways to help our customers keep their systems performing at their best.

Q How does the One IMI operating model bring it all together?
The One IMI operating model turns our strengths into repeatable success. When we deliver a breakthrough solution in one sector, we can replicate it in others. When a pricing or service model works in one region, we can scale it globally. That flow of best practice, driven by data, underpinned by deep application knowledge and delivered through a strong performance culture, creates a compounding effect. It’s how we keep turning engineering excellence into commercial excellence, and commercial excellence into sustainable growth. The One IMI operating model makes our strengths repeatable and scalable across every sector.

Jackie Hu
Chief Operating Officer

Strategic Report
Additional Information
Financial Statements
Corporate Governance
IMI plc Annual Report 2025 12

Growth Hub

Innovation engine in action

Growth Hub is our internal innovation engine, a structured way to turn customer problems into scalable new businesses, embedded across our business. Where typical R&D might generate new products, Growth Hub is more market-led: it starts from real industry challenges, tests viability early with our customers, and then scales ideas through phased investment. The examples below illustrate Growth Hub in action, starting from real customer challenges and translating insight into practical, scalable solutions.

Phase	Core focus
Phase 1	Problem discovery & foresight: Scan markets, define problems worth solving
Phase 2	Validation & customer engagement: Test whether the identified problem is real, whether customers will pay
Phase 3	Pilot & scale feasibility: Build early versions, prove delivery, gauge scale potential
Phase 4	Global scale & commercial launch: Invest, industrialise, embed the solution into IMI’s portfolio

Drop in valve repair solutions for safer, smoother operations
Valve performance drops when internal parts erode. Our Retrofit3D trim fits directly into the existing valve, avoiding full replacement and welding. The result is a faster fix that keeps plants running efficiently and reduces cost and disruption.
Axel Urbain
Additive Manufacturing Process Engineer
Link to megatrends

Plug and play electric cylinders
Integrating electric motion can add complexity at commissioning. Our pre-configured electric cylinder is aligned to the customer’s exact requirements, allowing straightforward integration into their machine. This reduces programming time while enabling energy-efficient electric motion without sacrificing the simplicity of implementing a pneumatic alternative.
Basil Shead
Applications Engineering Manager
Link to megatrends

Reliable support for ventilation
EQIMAX ensures critical ventilation wherever it’s needed, whether during hospital surges or patient transport. By keeping airflow stable under pressure changes, it gives clinicians confidence that every breath is delivered safely and consistently.
Julien Besteiro
Development Engineer
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Strategic Report
Additional Information
Financial Statements
Corporate Governance
IMI plc Annual Report 2025 13

How we win: expertise at system level

Energy systems are evolving quickly, with greater complexity, tighter performance expectations and more frequent change over time. In this environment, success depends not only on individual technologies, but on how whole systems are designed, controlled and operated together.

IMI’s strength lies in our ability to understand how complex energy systems behave in real operating conditions. We work closely with customers to anticipate how requirements may shift, whether due to changing demand patterns, regulatory expectations or system integration challenges. This system-level insight enables IMI to support customers as their needs evolve. By applying specialist expertise across IMI, we help customers adapt existing systems, design new ones with greater flexibility and maintain reliable performance as energy systems continue to change.

Megatrend in action: Energy

Supporting electrification and data centre energy demand
At a glance
– Natural gas continues to play a key role as energy demand grows from electrification and AI
– Expectations on reliability, efficiency, control and system performance are increasing
– IMI applies deep application engineering expertise to support critical energy systems including combined cycle gas power stations and LNG trains and receiving terminals

Demand for electricity is increasing. Electrification across industry and transport, alongside the rapid growth of data-intensive activities such as AI, cloud computing and large-scale data centres, is placing new pressures on power systems and highlighting the need for energy systems that remain reliable as the mix changes. The transition to net zero is not a single pathway. While renewable energy continues to expand rapidly, energy systems around the world must still balance affordability, resilience and security of supply. In many regions, natural gas remains a key part of that balance, particularly where it supports low cost energy, flexible generation and grid stability as energy mixes evolve.

Executive insight
Navigating the energy transition requires deep application expertise, not just products. We work closely with customers to understand their systemic challenges and deliver solutions that support safer, cleaner, and more reliable operations in real-world conditions.
Roby Buyung
President, Process Automation

Improving performance during transition
The challenge is about performance. Gas-based systems are being asked to operate more efficiently, respond more dynamically and meet higher expectations for safety, emissions and reliability. Improving how these systems are designed, controlled and managed is a practical way to reduce emissions intensity while maintaining dependable power supply. This is where IMI’s expertise is applied in practice.

Supporting reliable power generation
IMI recently secured a major contract to support a large-scale natural gas-powered combined cycle power plant in the USA. Developed on the site of a former coal-fired power station, the project is designed to support growing electricity demand, including that driven by data-intensive industries. Once complete, it will be one of the nation’s largest natural gas-powered plants and will support a campus designed to meet, amongst other things, the growing AI and high-performance computing needs of innovative technology companies. IMI will supply severe service valve packages for critical applications such as turbine bypass, where safe, predictable operation is essential. These solutions support stable performance under demanding conditions, helping operators manage complex processes reliably as system requirements evolve. The project reflects a broader market trend: continued investment in energy infrastructure that meets higher expectations for control, performance and operational discipline during the transition period.

Strategic Report
Additional Information
Financial Statements
Corporate Governance
IMI plc Annual Report 2025 14

[Diagram: Power input -> Cooling system -> Racks and servers -> UPS -> Generator -> Dry coolers -> Chillers -> Transformer -> Climate Control -> Industrial Automation]

How we win: One IMI in action

The surge in data centre demand touches every IMI business. In 2025, we strengthened our market-led approach in the data centre sector by improving how insight and opportunities are shared across the Group. More structured collaboration between Climate Control, Process Automation and Industrial Automation teams is supporting earlier engagement and a more joined-up response to customer needs in this fast-growing market. By connecting expertise across IMI, we are turning parallel pipelines into a unified growth engine, a clear example of One IMI delivering commercial advantage.

Megatrend in action: Energy

Data centres: Powering the digital economy
At a glance
– Global data centre capex is forecast to grow a 17% CAGR to 2030¹
– 250+ IMI projects in 2025 across Europe, the USA and APAC
– Delivered advanced control solutions for liquid cooling systems to renowned hyperscale data centres in the USA

The world’s demand for data, and the energy that powers it, is accelerating. Every AI query, video stream and digital transaction depends on data centre infrastructure that must operate continuously, efficiently and at scale. Global data centre capacity demand is forecast to more than double by 2030, driving rapid growth in the systems that generate, distribute and cool energy. This is a secular growth opportunity where IMI is uniquely placed to win. Our precision valves, actuators and control systems sit inside the critical cooling and power networks that keep data centres running. By enabling operators to use every unit of energy more efficiently, IMI helps customers meet rising performance demands while reducing cost and carbon.

Executive insight
Data centres are among the most demanding environments in the world. They must operate continuously, with zero tolerance for failure. IMI’s precision technologies ensure critical cooling systems run efficiently, securely and sustainably, keeping the world’s digital infrastructure online.Stefano D’Agostino President, Climate Control

Process Automation
Indirect: Power generation; energy storage
Direct: Air or liquid cooling coolant cryogenic service

Power supply & cooling
Indirect: Air or liquid cooling specialist solutions
Direct: Air or liquid cooling coolant cryogenic service

Cooling at scale

Servers generate enormous amounts of heat; even small temperature shifts can compromise performance. IMI’s hydronic control and balancing technologies stabilise flow and temperature across entire facilities, safeguarding uptime and lowering energy use. Our TA-Smart and TA-Modulator valves optimise cooling performance automatically, reducing energy waste and extending equipment life, which is vital for hyperscale sites operating 24/7.

Collaborating across IMI

IMI’s exposure to the data centre sector is currently strongest within Climate Control, where we support precision cooling applications at scale. Alongside this, we are seeing early opportunities emerging across the Group, including high-integrity valves for power generation and energy storage through Process Automation, and motion and flow-control solutions for compressors and back-up power through Industrial Automation. By collaborating across IMI, we are developing a broader system-level capability that supports hyperscalers, OEMs and contractors as data centre infrastructure continues to evolve.

1 Source: Informa Intelligence, Cloud and Data Center Market Snapshot, December 2025.

Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025 15

How we win: innovation at scale

Automation demands precision, but also flexibility. IMI’s advantage lies in engineering modular, high-performance components that can be tailored to fit seamlessly into our customers’ systems. By designing core platforms that are adapted for specific applications, industries and geographies, we enable innovation at scale without complexity or compromise. This approach allows our customers to automate efficiently, from end-of-line production to transport and industrial applications, while maintaining consistency, reliability and speed to market. For IMI, it creates a repeatable growth engine: deep system integration, long product life cycles and the ability to scale proven solutions across a wide range of automated environments.

Megatrend in action: Automation

Smarter solutions for workforce challenges

At a glance
– The global workforce is undergoing a fundamental transformation
– Labour is becoming an increasingly scarce and costly resource
– Automation is now a necessity in the new industrial environment

A fundamental transformation is reshaping global manufacturing. As experienced employees exit the labour force, participation rates decline, and attracting new talent becomes increasingly difficult, the sector faces a structural and persistent skills challenge. Automation is now a necessity for many manufacturers as they look to counter persistent shortages of skilled labour and rising wage pressure. That is where IMI’s technologies make the difference. Our innovative solutions are being used to address critical staffing gaps, improve process efficiency and manage the increasing technical demands of modern production environments.

Transforming manufacturing

As manufacturing processes evolve, our customers are seeking automation solutions that deliver greater accuracy, consistency and control. Our advanced technologies are engineered to optimise performance at every stage of production, from precise material handling to highly repeatable actuation. By improving reliability and reducing process variation, we help manufacturers achieve higher output with fewer interventions, laying the foundation for more flexible, efficient and scalable operations.

Enabling efficient, local manufacturing

Our automation components help our customers simplify complex assemblies, reduce energy use and create compact systems that can be built and maintained locally. By integrating multiple functions into single manifold assemblies, we make it easier to replicate high-performance processes close to end markets, cutting cost and time while maintaining global standards. Our Industrial Automation business is helping our customers re-engineer the most labour-intensive stages of production. Through end-of-line automation, manufacturers can increase throughput and quality while reducing reliance on scarce labour, boosting productivity and supporting the shift towards more resilient, local manufacturing.

Executive insight
Our customers are under real pressure to do more with less. IMI’s automation solutions help them bridge critical labour shortages while achieving new levels of efficiency and reliability.
Tarak Chhaya President, Industrial Automation

Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025 16

How we win: from purpose to growth

IMI’s Healthcare exposure demonstrates how purpose and performance align. By enabling devices that improve diagnosis, treatment and patient outcomes, we address a long-term growth market that expands independently of the economic cycle. Our technologies support this demand from inside the system, unseen but indispensable, translating engineering excellence into measurable social and financial value.

Megatrend in action: Healthcare

Precision engineering that powers accuracy

At a glance
– Growing global demand for medical devices driven by ageing populations, increased access to care and a drive for earlier diagnosis
– IMI components are embedded worldwide in diagnostic, analytical and medical systems including respiratory and anaesthesia
– Long-term partnerships with global industry-leading OEMs supporting innovation, quality and regulatory confidence

Healthcare is undergoing a profound transformation. Ageing populations, rising expectations and advances in medical science are driving sustained global demand for diagnostic and therapeutic technologies. From early disease detection to critical care, the focus is shifting towards faster innovation, greater accessibility and higher standards of safety and reliability. IMI’s precision-engineered components sit at the heart of this evolution.

Executive insight
The systems our customers build protect or even save lives. Our role is to ensure they operate with absolute precision because in healthcare, there is no margin for error.
Kevin Curtin President, Life Science

Invisible components, vital performance

IMI’s miniature valves, fluid control systems operate largely out of sight, within a wide range of medical devices to manage the flow of gases and liquids in clinical and laboratory settings. These components support the accuracy and consistency that modern healthcare relies on, from delivering precision gas control in respiratory and anaesthesia to enabling precise liquid handling in diagnostic and analytical equipment. In life-critical environments, dependable performance is essential. IMI’s technologies are designed to operate reliably in demanding conditions, supporting consistent device operation where precision and control are vital for instrument operation.

Enabling faster, smarter innovation

Healthcare innovation depends on both precision and scalability. IMI works closely with global medical device manufacturers from concept through to production, helping shorten development cycles, validate new technologies and bring systems to market efficiently. Through custom sub-assemblies and co-engineered fluidic modules, we help simplify system design and support scalable manufacturing, while meeting regulatory and quality requirements. Continued investment in digital integration and valve technology will support next generation devices. These capabilities will help enable a more data-driven, personalised approach to care.

Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025 17

Sector reviews

Process Automation

Our sector
We engineer advanced fluid control automation solutions that improve efficiency, sustainability and safety in severe service applications — from gas to conventional power, nuclear and beyond. Through smart technologies and full life cycle support — spanning design, commissioning, monitoring, optimisation and upgrades — we help our customers protect people and assets, reduce emissions, minimise downtime, and improve long-term performance.

The world’s energy systems are shifting. While society remains dependent on fossil fuels, we work closely with our customers to help them operate as cleanly and efficiently as possible. At the same time, we’re developing new decarbonisation technologies, including solutions to support green hydrogen production using renewable energy. Hydrogen and other low-carbon fuels look set to play a growing part of the global energy mix over the long-term. We’re proud to be part of that transition — combining deep engineering expertise, smart technologies, and long-term partnerships to deliver lasting value for our customers and the planet.

Process Automation has had another excellent year, with strong order intake and continued organic growth. Consistent execution of our strategy is creating significant value.
Roby Buyung President, Process Automation

Digitalisation presents considerable opportunities to create value for our customers. We are improving customer experience through new digital tools and better purchasing access. For example, our ‘Configure, Price, Quote’ (‘CPQ’) software tool has accelerated our quotation process. By integrating CPQ with our customer relationship management systems, our sales teams can streamline the process of configuring products, price them accurately and expedite quote proposals. We are analysing higher-quality data and investing in diagnostic tools and AI to provide our customers with upgrade products and asset monitoring solutions, which diagnose problems before they occur.These tools can predict equipment failures through the analysis of sensor data. These are further steps in our journey to provide predictive, rather than preventative, solutions to our customers.

Market trends and our response

Geopolitical factors have brought increasing attention to the energy sector, with countries balancing their sustainability goals with considerations of energy independence, affordability, reliability and security. In the age of electrification, AI and rapidly growing data centre demand, natural gas is emerging as a medium-term dependable and affordable fuel to balance out renewable intermittency. Gas offers the quickest ‘time to power’ to meet medium-term demand. Gas-fired power and LNG markets are benefitting from this demand. We have been awarded a contract to supply severe service valves for a new combined cycle power plant that, once complete, will be one of the USA’s largest natural gas-powered facilities, supporting the growing AI and high-performance computing needs of innovative technology companies.

We have also seen a resurgence in nuclear energy this year, most notably in Japan, which has restarted some of its nuclear reactors after long periods of inactivity. The nuclear power renaissance is expected to continue over the coming decades. The small modular reactor segment of the nuclear market is continuing to develop.

Metric	2025	2024
Revenue	£1,006m	£906m
Organic revenue growth	+12%	-

Priorities for 2026 and beyond

Our priorities for 2026 are to deliver on our commitments to customers by providing products and solutions that optimise productivity, safety and reliability. The high-margin aftermarket underpins our growth and we are accelerating this business through even better customer coverage, data-driven sales campaigns, upgrades and asset monitoring solutions. Investment in new technology, such as AI tools and digitalisation to support customers and accelerate growth, is an ongoing focus for 2026. New innovations will be led by aftermarket solutions and expansion into growth adjacencies aligned to energy transition and electrification trends.

2025 highlights

Below, we outline our progress this year against our strategic priorities of commercial excellence, market-led innovation and continuous improvement, underpinned by our performance culture.

Commercial excellence

– Delivered organic aftermarket order growth of 11% (2024: 11% growth) by making further improvements to our customer coverage and upgrades of IMI and competitor installed base via Growth Hub solutions. These include our EroSolve, Retrofit3D, InSyt and Naval Fleet Availability aftermarket offerings
– Achieved high levels of customer satisfaction through customer engagement, on-time customer solutions and digital tools to improve the purchasing experience and support processes
– Delivered another record order book of £875m, up 2% on 2024, driven by further progress in the high-margin aftermarket and key project order wins in LNG, conventional power, and nuclear

Market-led innovation

– Our Growth Hub programme delivered total orders of £147m in 2025 (2024: £137m)
– Advanced our innovation pipeline, with new solutions including severe service valves for fertiliser plants, smart valve positioners and electric actuators. In the fertiliser market our new innovative retrofit solution provides a quick-change trim that solves leakage issues from legacy equipment experienced by plant operators

Continuous improvement

– Further simplification with the proposed disposal of our Truflo Marine business, expected to complete in mid-2026
– Accelerated adoption of our CPQ tools across the business, streamlining the process of configuring products, improving the accuracy of pricing and reducing time to quote
– Progressed procurement initiatives to support cost optimisation, supply chain resilience and market competitiveness

Performance culture

– Invested extensively in training programmes for our commercial teams to provide the necessary skills to improve conversion rates and reduce time to productivity for new hires

Sector reviews continued

Industrial Automation

Our sector

We create fluid and motion control solutions for our customers which enable smarter, safer, more productive and sustainable operations. Our pneumatic and electric motion systems help automate and optimise manufacturing and warehousing processes around the world. We have partnered with customers in industrial automation for over a century, applying our experience and innovation to create lasting value for their businesses. We support the automation of precision manufacturing, product assembly, logistics and packaging. By applying our deep expertise, we can solve our customers’ toughest automation challenges, today and tomorrow. Through increased productivity, efficiency and safety, our customers can serve their own customers better, creating sustainable competitive advantage and delivering growth.

"Industrial Automation performed resiliently in 2025, despite some significant market uncertainty. I am pleased with the strategic progress made, particularly in relation to how we serve our largest customers."
Tarak Chhaya, President, Industrial Automation

With our global engineering and application capabilities, we win in highly customised applications where a fast response to customers is crucial. Our Growth Hub initiatives allow us to advance our innovations and we progressed multiple projects in 2025. This includes an end-of-line palletising automation solution for a US vehicle manufacturer that was evaluated on productivity, quality and cost and then scaled across customer sites, and a dust filtration system for a cement industry customer in Southeast Asia. These innovations demonstrate our ‘test and learn’ approach of creating a specific solution for one or two customers, evaluating its impact and then scaling it to our global customer base. We booked more than £9m of new Growth Hub orders in 2025 (2024: £1m) and expect to make further progress in 2026.

Market trends and our response

Global economic instability and heightened geopolitical tensions led to uncertainty in investment levels during 2025, despite strong long-term growth drivers. Reflecting this uncertainty, organic revenue was 1% lower in 2025. Labour scarcity, availability and the drive for increased competitiveness are key trends underpinning longer-term demand for greater automation. Digitalisation and AI are accelerating these trends, with manufacturers seeking connected and smarter products that optimise factory management and operations. Our innovative solutions are playing an important role, by helping our customers integrate pneumatic and electric motion technologies with vision systems, sensors and adaptive tooling, we enable smarter, data-driven operations. In addition, by combining valve islands with smart sensors, switches, air preparation and proportional control, we enable data acquisition that powers predictive insights and next-generation factory performance.

We are focused on leveraging our applications engineering expertise to win in highly customised applications where deep systems knowledge and a fast response to our customers is crucial. IMI’s sector focus has brought us even closer to these customers over recent years, driving higher levels of customer intimacy and satisfaction in Industrial Automation, as well as better sharing of best practices across IMI. Through our focus on continuous improvement, we are reducing operational complexity to maximise efficiency and productivity.

Metric	2025	2024
Revenue	£498m	£508m
Organic revenue growth	-1%	-

Priorities for 2026 and beyond

Our priorities for the next five years are clear. The first is to prioritise customer intimacy to understand and solve their unique challenges, focusing on our top 2,000 clients to enhance the customer experience. We will continue to develop innovative products and digital solutions that meet specific customer requirements and drive continuous improvement across our manufacturing footprint to enhance operational agility. Finally, we will progress our aftermarket strategy to support our key customers throughout the full life cycle of the product by proactively addressing customer feedback, improving service quality and reducing lead times. This will create more customer value and provide us further growth opportunities.

2025 highlights

Below, we outline our progress in 2025 against our strategic priorities of commercial excellence, market-led innovation and continuous improvement, underpinned by our performance culture.

Commercial excellence

– Maintained high levels of customer satisfaction
– Generated over 20% of revenues from website transactions and Electronic Data Interchange.We are focused on increasing this metric to further enhance customer experience and operational efficiency.

Market-led innovation

– Achieved £9m of Growth Hub orders (2024: £1m) through scalable, platform-based solutions
– Our innovation pipeline is strong, and we are targeting a year-on-year increase in incremental orders from Growth Hub projects in 2026, with some particularly exciting opportunities in rail and materials handling

Continuous improvement

– Optimised our end-to-end sales & operational planning processes and continuous improvement through targeted capital expenditure, aimed at delivering productivity gains and reducing lead times
– By leveraging Customer Relationship Management systems, Enterprise Resource Planning and AI, we have been able to streamline quoting, pricing and support processes

Performance culture

– Implemented a customised, three-day training programme ‘Masterclass’ to equip our commercial teams with the skills to foster accelerated growth
– Launched a training programme for our operational supervisors and team leaders, designed to create future-ready leaders who can deliver exceptional results

Sector reviews continued

Climate Control

Our sector

We create innovative fluid control solutions to help our customers optimise heating and cooling systems, reduce energy use and improve building comfort. Our valves, actuators and digitally connected products save our customers money on energy bills and create greener buildings. Our intelligent products enable smart temperature control, creating a more comfortable indoor environment for life and work.

The technology allows the temperature and humidity in individual buildings to be programmed for the optimum climate. Using our expertise and innovation, we work in partnership with building users, designers, architects and installers to help create comfortable and efficient indoor climates. We optimise energy use in existing buildings and at the design stage of new buildings. With buildings accounting for around 40% of the EU’s energy consumption, and approximately 80% of household energy used for heating, cooling and hot water¹, we are committed to developing indoor climate control solutions that enhance energy efficiency and reduce environmental impact.

¹ Source: European Commission

"Climate Control delivered another strong performance in 2025. We see continued good demand for our innovative solutions that reduce energy consumption in buildings."
Stefano D’Agostino, President, Climate Control

Our growing portfolio of intelligent and cost-effective connected products are also accelerating growth. Connected products make up around 25% of sales. They enable building owners and facility managers to dynamically manage their buildings’ heating and cooling systems through data-driven insight and solutions. Our TA-Smart connected control valve has measurement capabilities and control performance, helping to deliver accurate temperature control, energy efficiency and savings. Its size allows for seamless installation, perfect in retrofit applications, all of which have helped sales of TA-Smart to HVAC installers, control contractors and data centre specialists rise by over 50% in 2025.

One of our biggest growth opportunities is in data centres. Climate Control’s solutions are critical to the infrastructure and performance efficiency of these facilities. Without effective cooling, chip temperatures can rise to unacceptable levels, causing hardware malfunctions, system crashes and unplanned outages. Humidity can also lead to condensation and corrosion. We are seeing rapid growth in data centres in our markets, where orders grew from £7m in 2024 to £18m in 2025. We are well placed to capitalise on growth of this vertical.

Market trends and our response

Our Climate Control sector is at the forefront of the Heating Ventilation and Air Conditioning industry (‘HVAC’). We work closely with customers to develop solutions that address their needs and drive positive environmental impact. Demand for our products is being driven by the cost of energy, tighter regulation and customer focus on energy efficiency and sustainability.

While new construction activity in Europe remains soft, our strong value proposition in renovation continues to drive growth. In Europe, energy supply and security remain key concerns given political and economic instability, with countries seeking to implement energy efficiency schemes including more thermostatic control, hydronic balancing, granular measurement and intelligence in buildings.

The regulatory focus on energy efficiency within buildings continues to strengthen. The revised Energy Performance of Buildings Directive (‘EPBD’), the EU’s legislative framework for improving the energy and carbon performance of buildings, came into force in 2024. Where technically and economically feasible, all large buildings in European member states with energy consumption of over 290 kilowatts will be required to have mandatory building automation and controls in place in 2026 and smaller buildings that use 70 kilowatts or more must be compliant by 2030. These regulations will drive demand for our products, providing a tailwind to our growth over time.

The revised EPBD also highlights hydronic balancing as a relevant efficiency measure that Member States must consider within technical building system requirements. While not mandated universally, this increasing recognition — alongside national regulations in markets such as Germany, Sweden and the Netherlands — supports growing interest in our residential hydronic solutions.

Metric	2025 Result
Revenue	£410m (2024: £389m)
Organic revenue growth	+5%

Priorities for 2026 and beyond

The continued development of innovations using our Growth Hub model remains a sector priority in 2026 and we will continue to create new products to address our customers’ needs. Building on our progress in 2025, we aim to further enhance the customer experience through new digital tools, giving us greater visibility and data insights, as well as easier purchasing access for customers. Finally, we will continue investment to accelerate our growth in the rapidly growing data centre vertical.

2025 highlights

Below, we outline our progress this year against our strategic priorities of commercial excellence, market-led innovation and continuous improvement, underpinned by our performance culture.

Commercial excellence
– Maintained a high customer satisfaction score in 2025
– Developed new digital tools to improve customer experience, including a tool for residential customers to select and purchase products more easily and an order-tracking portal

Market-led innovation
– Launched four new products that further digitalise our offering, enable higher energy efficiency and protect critical HVAC equipment:
- TA-Smart DP: the evolution of our iconic TA-Smart. The upgraded differential pressure sensor delivers even more precise system performance control thanks to highly responsive differential pressure regulation. With its capillary free design, installation is simpler and commissioning is faster
- The neo-K: a new electronic, app-controlled thermostatic radiator valve, which can be scaled across residential homes in Europe. The neo-K’s hybrid technology allows for temperature balancing and silent operation
- TA Nano: a compact control product for small spaces that installs quickly and ensures precise system balancing
- Zeparo Cyclone Max: a new dirt separator with unique and patented cyclonic technology to protect HVAC systems
– Strengthened our data centre offering by validating the durability of our solutions for use in next-generation liquid-cooling applications, supporting high-density, energy-efficient data centres

Continuous improvement
– Streamlined price lists and price points to a single pricing structure, cascaded across all products and geographies, improving and accelerating the customer purchase process
– Introduced a new planning process that helps us better match what customers need with what we can produce, improving delivery performance and reducing delays
– Streamlined inventory management to ensure we hold the right products at the right time, improving efficiency across our supply chain

Performance culture
– Strengthened our senior leadership team with the appointments of a new Strategy and M&A director
– Piloted a new programme rewarding and recognising colleague performance
– Implemented a global training programme for all managers on performance management, including how to give feedback and create colleague development plans
– Strengthened the quality of the talent review process, increasing our focus on internal promotions

Life Science & Fluid Control

Our sector

In Life Science we solve complex fluid and detection challenges to diagnose disease earlier and provide highly tailored, patient-focused critical care. Our high-precision components — including valves, syringe pumps and detection technologies — are designed to increase throughput, improve analytical sensitivity and maximise instrument uptime. This enables faster, more reliable results from the world’s most advanced analytical and diagnostic platforms. We also support a wide range of critical care systems, helping ventilators, anaesthesia machines and other frontline technologies operate safely and efficiently.

In Fluid Control, our precise, accurate and robust solutions improve efficiency and productivity, and also reduce waste and downtime across a diverse range of industries.With decades of deep application expertise, we are a trusted partner to many of the world’s leading OEMs. Life Science & Fluid Control was broadly flat in 2025 as markets began to stabilise. We create significant value for our customers and are excited about the opportunities for growth.

Kevin Curtin
President, Life Science

Our global business structure allows us to support larger customers with their current technology platforms as well as specialist players developing novel solutions. In addition, our customers want local, trusted experts that can meet their design and manufacturing needs. Our regional technical capability allows our engineers and scientists to collaborate directly with our customers’ technology teams on innovations, which facilitate next-generation platform developments. Our fluidics and detection expertise helps our customers’ optimise the ‘sample-to-answer’ workflow. We are continuing to invest in technology, people, factories, and processes. By doing so, we will be ideally placed to deliver long-term sustainable growth.

Market trends and our response

Advancements in personalised medicine, continued focus on healthcare and scientific advancements and an increasingly ageing population are some of the major factors driving the Life Science market. Through our relationship with customers, we are attuned to how these trends impact the way in which patients are diagnosed and treated. The need for the highest quality research, diagnostic, and medical instrumentation continues to rise, underpinning long-term market growth.

The Life Science instrumentation market has been challenging in recent years, with de-stocking, geopolitical uncertainty and lower government funding all contributing to reduced end-customer demand. We experienced a return to greater stability and predictability in 2025. This was supported by steady demand for analytical instruments which use our ionisation and detection solutions and increased levels of R&D spend by Life Science OEMs. Rising global healthcare needs and a subsequent focus on instrumentation is also fuelling demand. The emergence of new OEMs, particularly in China, is driving the expansion of our customer base.

Metric	2025	2024
Revenue	£232m	£236m
Organic revenue growth	Flat

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Priorities for 2026 and beyond

Moving forward, we are focused on expanding and advancing our core technologies, utilising our Growth Hub innovation methodology to help customers progress their science and technology platforms. We will also seek greater exposure to high growth market applications.

Continued investment in our people and facilities is a key component of our 2026 operational plan. We will further develop our teams to ensure they have the necessary skills and experience to solve our customers’ most complex challenges. We will also be expanding our European Life Science headquarters in Switzerland and launching an Innovation Centre at our US flagship site in Palmer, Massachusetts, further strengthening our product development capabilities.

2025 highlights

Below, we outline our progress in 2025 against our strategic priorities of commercial excellence, market-led innovation and continuous improvement, underpinned by our performance culture.

Commercial excellence
– Improved customer satisfaction through continued engagement and new value-add product offerings
– Communication of the One IMI operating model to demonstrate and sell the full breadth of solutions in the IMI portfolio

Market-led innovation
– Introduced our new range of Active Mass Flow Control products, expanding our market reach with high-pressure solutions delivering up to 40 L/min and 10 bar, ideal for demanding analytical and bioprocess applications
– Continued our applications engineering work with OEMs to support their next generation instrument prototypes and launches
– Developed new solutions with our unique pressure-based pipettor technology for a high-speed fluid control application
– Delivered a valve manifold system to improve beverage dispense quality at low temperatures for a food & beverage customer

Continuous improvement
– Continued investment in technology, operations and people to increase throughput, productivity and optimise on-time delivery across our manufacturing processes. During the year, we:
- improved production processes across our facilities, including new automated test equipment at our UK High Voltage power supply facility;
- optimised our ceramic Printed Circuit Board (‘PCB’) fabrication line in our Sydney electron multiplier process;
- introduced AI-enabled inspection processes in glass fabrication at our site in Palmer, Massachusetts; and
- added new high throughput coil fabrication capabilities at our FAS facility in Switzerland

Performance culture
– Strengthened our Life Science senior leadership team with the appointment of a number of industry experts who bring direct laboratory and instrumentation experience
– Implemented global training programmes across the business to improve supervisory leadership skills and develop next generation talent

Sector reviews continued Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025 25

Transport

Our sector

We are at the heart of progress in making cleaner, safer and more efficient commercial vehicles. Our solutions help engines become more fuel-efficient, improve chassis aerodynamics and enhance safety and driver comfort. Working in close partnership with our customers, we are developing innovative technologies that reduce emissions from commercial vehicles, helping them to meet increasingly stringent emission regulations.

We are also developing new products to support zero emission technologies. Our advanced thermal management technology helps to ensure the maximum efficiency of battery and fuel cell powered commercial vehicles as our customers explore viable alternatives to diesel.

While markets remain highly uncertain, we made good progress in the year. We launched a number of innovative new products and are delivering significant operational improvements.

Neville Rudd
President, Transport

Market trends and our response

The global commercial vehicle market was very mixed in 2025. While Europe and Asia remained resilient, the North American market has been volatile as geopolitical uncertainty and regulatory changes led to a significant market downturn in the second half of the year. Despite the short-term headwinds, we see a strong opportunity to support our customers developing the next generation of commercial vehicles.

Increasingly stringent emissions standards, including Euro 7, China VII and the EPA27 regulation in North America are placing increasing pressure on global commercial vehicle manufacturers. With our strong customer relationships and deep sector knowledge, we are well placed to support our customers through these challenges and increase the value we create on every vehicle.

Development of zero emissions vehicles is continuing, and although markets are progressing at different rates, supporting our customers on this transition presents a significant long-term opportunity for IMI. We have developed an innovative range of solutions to support fuel cell and battery thermal management, receiving excellent customer feedback, and are well placed to capitalise when demand accelerates.

Metric	2025	2024
Revenue	£158m	£171m
Organic revenue growth	-6%

Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025 26

Priorities for 2026 and beyond

Our key priorities for 2026 are to improve financial returns and strengthen internal capability through further training and development. We will continue to focus on value engineering to improve margins and will maximise our return on invested capital through strict working capital management and the application of flexible manufacturing technologies. We will also continue to launch new higher added value products, driving down costs through sourcing and process improvements.

2025 highlights

Below, we outline our progress in 2025 against our strategic priorities of commercial excellence, market-led innovation and continuous improvement, underpinned by our performance culture.

Commercial excellence
– Continuing to win new business, including a large OEM customer in China for their large transmission product and a large European OEM for a product to help them meet the new emissions requirements
– Taken strong action to qualify our products for tariff exemption in North America

Market-led innovation
– Launched our technically advanced line of pneumatic switches for seats in heavy goods vehicles, securing contracts with European and Chinese customers
– Tested and approved new magnets (not containing rare earth metals) to ensure continuity of customer supply
– Launched our first generation of high-flow, thermal management valves for fuel cells
– Expanded our customer base for our Smart Wastegate valve into Europe
– Launched a new generation of our air-inlet throttle

Continuous improvement
– Developed three-year plans for all major products, to address long-term profitability and market pricing
– Significantly reduced working capital in the business

Performance culture
– Strengthened our senior leadership team with the appointment of two new regional general managers in our key China and North America markets
– Implemented targeted initiatives at our Queretaro facility in Mexico, including launching formalised training plans for all team leaders and supervisors
– Delivered improvements in employee engagement scores (as defined on page 29)
– Restructured our sales teams in North America and China to enhance capability

Sector reviews continued Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025 27

Key Performance Indicators

Another year of...# Strong progress

The Key Performance Indicators (‘KPIs’) set out below represent financial and non-financial measures which are integral to the delivery of our strategy and are used to track progress. Our KPIs have been designed to drive IMI towards meeting our strategic objectives outlined in our business model (see page 5 for details). The Alternative Performance Measures (‘APMs’) used as KPIs (organic revenue growth, adjusted profit before tax, cash conversion, return on invested capital and adjusted basic earnings per share) are defined in Note 3.

Financial

Organic revenue growth (%)

Target: >5% growth

2023	2024	2025
6	4	5

Why is this a KPI? Delivering consistent growth is an important part of building sustainable value for shareholders.
Definition: Organic revenue is stated at constant exchange rates and excludes the incremental effect of acquisitions and disposals. For 2025 that means adjusting for the impact of the TWTG acquisition (October 2024) and IMF disposal (April 2024).
Performance: Organic revenue growth was 5% in 2025 reflecting the continued delivery of our unifying growth strategy.

Adjusted profit before tax (£m)

Target: >5% growth

2023	2024	2025
387.4	418.8	442.4

Why is this a KPI? Growing our profits will ultimately generate value for our shareholders and create more opportunity to invest further.
Definition: The Group’s adjusted profit before tax is described in Note 3, which ensures a consistent basis for comparison.
Performance: Adjusted profit before tax growth was 6% in 2025, above our 5% target. This strong performance reflects the commercial and operational focus during the year.
Remuneration: Read more on pages 104 to 126

Cash conversion (%)

Target: >90%

2023	2024	2025
89	92	96

Why is this a KPI? Cash generation supports investment in our business and enables the Group to provide returns to shareholders through dividends. Strong cash generation also ensures a strong balance sheet, giving customers and suppliers confidence in the future of the Group.
Definition: Cash conversion is the adjusted operating cash flow as a percentage of the adjusted operating profit.
Performance: Cash conversion was 96% in 2025, reflecting our strong profit performance and continued focus on working capital management.

Return on invested capital (%)

Target: >12%

2023	2024	2025
13.1	13.4	14.0

Why is this a KPI? The measure provides an indication of IMI’s ability to deploy capital effectively.
Definition: Adjusted operating profit after tax divided by average capital invested. Capital invested is defined as net assets adjusted to remove net debt, restructuring provisions, derivative assets/liabilities, defined benefit pension position (net of deferred tax) and to reverse historical impairments of goodwill and amortisation of acquired intangible assets. See the calculation on page 35
Performance: The Group’s return on invested capital increased to 14.0% reflecting the increased profitability of the business compared to the prior year.
Remuneration: Read more on pages 104 to 126

Non-financial

Adjusted basic earnings per share (pence)

Target: >5% growth

2023	2024	2025
116.8	122.5	132.3

Why is this a KPI? Creating consistent long-term value for shareholders.
Definition: Adjusted profit after tax divided by the weighted average number of basic ordinary shares.
Performance: Adjusted earnings per share increased by 8% in the year to 132.3p, in line with of our growth target.
Remuneration: Read more on pages 104 to 126

Total Recordable Incident Frequency Rate (per 200,000 hours)

Target: 0.00

2023	2024	2025
0.44	0.38	0.28

Why is this a KPI? The health and safety of all who work at IMI is paramount. Ensuring a safe working environment is closely linked to our business success, including attracting and retaining the best talent.
Definition: We measure our progress in this area by tracking the number of recordable work-related injuries per 200,000 hours worked (‘TRIFR’ rate). This includes all our people and contractors.
Performance: In 2025 our TRIFR rate was 0.28 with no fatalities, which keeps IMI firmly in the top quartile of the industry and was a reduction against 2024. We remain committed to supporting our newly acquired sites in adopting IMI’s rigorous safety standards which will contribute to further reductions in these figures in the future.

Employee engagement (%)

Target: >80%

2023	2024	2025
77	79	79

Why is this a KPI? The engagement of our employees is key to retaining the existing skills and promoting and attracting employees who bring new ideas and capabilities.
Definition: We carry out an annual anonymised survey of employees – One Big Voice – and use the response to the question, ‘I would recommend IMI as a great place to work’, as a gauge of employee engagement.
Performance: With an engagement score of 79% in 2025, we continue to maintain a high percentage of employees that see IMI as a great place to work. We are pleased to see that IMI continue to outperform external benchmarks.

CO2 intensity (gross tCO2e per £m of revenue)

Target: 12.2 or lower by 2030

2023	2024	2025
17.6	16.7	14.2

Why is this a KPI? Our purpose, Breakthrough engineering for a better world, drives our strategy and our ambition, including our commitment to reduce our CO2 intensity by 60% by 2030 (based on 2019 Scope 1 & 2 emissions).
Definition: We measure our progress in this area by tracking our total CO2 intensity. This is calculated by looking at the ratio of total Scope 1 & 2 emissions (tonnes CO2e) per £m of revenue generated. See page 55 for details of the calculation
Performance: In 2025 our CO2 intensity reduced to 14.2, reflecting the Group’s continued focus on identifying and delivering on projects to reduce our carbon emissions.
Remuneration: Read more on pages 104 to 126

Return on invested capital, adjusted earnings per share and CO2 intensity are performance targets for the 2024, 2025 and 2026 IMI Incentive Plan (‘IIP’). Adjusted profit before tax is a performance target for the annual incentive scheme. Read more on page 109

CO2 intensity
CO2 intensity was previously calculated as the ratio of total Scope 1 & 2 emissions (tonnes CO2e) per 1,000 hours worked. In 2025 we updated this metric to report total Scope 1 & 2 emissions (tonnes CO2e) per million pounds of revenue as a unit of comparison, to better reflect our operational performance. The 2023 and 2024 metrics have been restated on this basis. For further information, see page 103.

Financial review

Another strong performance in 2025

Luke Grant, Chief Financial Officer

Key highlights

	2025 Adjusted 1	2024 Adjusted 1	Change	2025 Organic 4	2024 Organic 4	Change
Revenue	£2,304m	£2,210m	+4%	£2,304m	£2,210m	+4%
Operating profit	£460m	£436m	+6%	£422m	£356m	+19%
Operating margin	20.0%	19.7%	+30bps	18.3%	16.1%	+220bps
Profit before tax	£442m	£419m	+6%	£419m	£330m	+27%
Basic EPS	132.3p	122.5p	+8%	124.3p	96.0p	+29%
Dividend per share	34.2p	31.1p	+10%	34.2p	31.1p	+10%
Free cash flow 2	£290m	£263m	+10%
Return on invested capital 3	14.0%	13.4%	+60bps
Net debt/EBITDA	1.0x	1.0x

Excluding the effect of adjusting items as reported in the consolidated income statement. See Note 3 for definitions of Alternative Performance Measures.
Free cash flow before corporate activity – dividends, M&A and share buybacks.
Post-tax return on invested capital, as described in Note 3 to the financial statements.
After adjusting for acquisitions, disposals and exchange rates (see Note 3).

Certain Alternative Performance Measures (‘APMs’) have been included within this Annual Report. These APMs are used by the Executive Committee to monitor and manage performance, in order to ensure that the decisions taken align with IMI’s long-term interests. Movements in revenue and adjusted operating profit are given on an organic basis (see definition in Note 3 to the financial statements) so that assessment of performance is not distorted by acquisitions, disposals and movements in exchange rates. Rationale for the use of APMs, their definition, and a reconciliation of APMs to statutory measures is included in Note 3 to the financial statements.

Strong financial performance

IMI delivered another strong financial performance in 2025, as revenue, profit and adjusted operating margin all improved. Revenue increased by 4% to £2,304m (2024: £2,210m). Organic revenue was 5% higher than 2024, after adjusting for exchange rate movements and M&A activity in the prior year. The exchange rate adjustment was negative £17m (2024: negative £66m).

Adjusted operating profit of £460m (2024: £436m) was 6% higher than last year. On an organic basis, adjusted operating profit increased by 8%. The adjusted operating margin increased to 20.0% (2024: 19.7%). Statutory operating profit was £422m (2024: £356m), which increased by 19%. IMI’s statutory operating margin was 220bps higher than last year, largely reflecting the strong trading result and the conclusion of the multi-year restructuring programme. The execution of our growth strategy is creating significant value for shareholders, and we delivered another strong performance in 2025.

Adjusted net financing costs on net borrowings increased to £15.8m (2024: £14.8m), largely reflecting higher interest rates on refinanced debt and includes the impact of £2.9m (2024: £2.8m) interest cost on leases. The total adjusted net financial expense was £17.7m (2024: £16.7m) after considering the net financial expense relating to defined benefit pension schemes of £1.9m (2024: £1.9m).Statutory net finance costs decreased to £3.9m in the year (2024: £25.8m), largely due to a £13.8m gain on the revaluation of financial instruments and derivatives under IFRS 9 (2024: £9.1m loss). See Note 8 for further details. Adjusted net financing costs on borrowings were covered 35 times (2024: 36 times) by adjusted earnings before interest, tax, depreciation, amortisation, impairment and adjusting items of £550m (2024: £526m). Adjusted profit before taxation was £442m (2024: £419m), which was 6% higher than 2024. Statutory profit before taxation increased 27% to £419m (2024: £330m). The total statutory profit for the period after taxation was £310m (2024: £249m).

Platform results

Automation

Automation specialises in the design and manufacture of fluid and motion control solutions that enable a diverse range of industries, to operate more efficiently, safely and sustainably. Our Process Automation sector supports vital process and energy industries whilst Industrial Automation helps create the smart, safe and sustainable factories, production lines and warehouse operations of the future.

	Adjusted¹				Statutory
£m	2025	2024	Change	Organic²	2025	2024	Change
Revenue
Process Automation	1,006	906	+11%	+12%	1,006	906	+11%
Industrial Automation	498	508	-2%	-1%	498	508	-2%
Total Revenue	1,504	1,414	+6%	+8%	1,504	1,414	+6%
Operating profit	314	289	+9%	+11%	301	241	+25%
Operating margin	20.9%	20.5%	+40bps		20.0%	17.0%	+300bps

¹ Excluding the effect of adjusting items as reported in the consolidated income statement. See Note 3 for definitions of Alternative Performance Measures.
² After adjusting for acquisitions, disposals and exchange rates (see Note 3 to the financial statements).

Process Automation (£m)	2025	2024	Change	Organic¹
Closing order book	875	857	+2%
Order intake: Aftermarket	658	601	+9%	+11%
New Construction	413	413	–	–
Total order intake	1,071	1,014	+6%	+7%

¹ After adjusting for acquisitions, disposals and exchange rates (see Note 3 to the financial statements).

Automation delivered strong organic revenue growth of 8%, with revenue also up 6% on a statutory basis after accounting for foreign exchange movements and the impact of TWTG, acquired in October 2024. Process Automation had an excellent year, with organic revenue 12% higher than the prior period and 11% higher on a statutory basis. Order intake was up 7% organically with particular strength in Conventional Power and Nuclear as our innovative solutions support the rapidly increasing demand for energy from data centres and widespread electrification. We made further progress in the high-margin aftermarket, where orders increased by 11% organically. New Construction orders were flat organically, reflecting the one-off Marine order in the comparator. The Process Automation order book at the year-end was 2% higher than the prior year.

Industrial Automation organic revenue was 1% lower than 2024, in line with softer global industrial activity. Revenue was down 2% on a statutory basis. Automation adjusted operating profit increased by 11% on an organic basis and the adjusted operating margin improved by 40bps to 20.9%. Statutory operating profit increased by 25% to £301m in the year. We expect to deliver good growth in 2026, supported by the record order book in Process Automation and continued resilience in Industrial Automation, which is expected to be flat to modestly higher organically.

Life Technology

Life Technology develops fluid and motion control solutions that enhance and improve the quality of life across three key sectors. Climate Control’s innovative solutions help customers optimise heating and cooling systems, reduce energy consumption and improve building comfort. Life Science & Fluid Control develops solutions that empower our Life Science customers to improve patient-focused critical care and diagnose disease earlier and our Fluid Control customers to accelerate the safety, reliability and performance of everyday activities. Transport is at the heart of advancing commercial vehicles and our cutting-edge technology helps manufacturers to radically reduce emissions and improve vehicle safety.

	Adjusted¹				Statutory
£m	2025	2024	Change	Organic²	2025	2024	Change
Revenue
Climate Control	410	389	+5%	+5%	410	389	+5%
Life Science & Fluid Control	232	236	-2%	–	232	236	-2%
Transport	158	171	-8%	-6%	158	171	-8%
Total Revenue	800	796	+1%	+1%	800	796	+1%
Operating profit	146	146	–	–	121	116	+5%
Operating margin	18.2%	18.4%	-20bps		15.2%	14.5%	+70bps

Life Technology delivered another resilient performance, despite some uncertain markets. Revenue was up 1% organically and also up 1% on a statutory basis after accounting for the impact of foreign exchange movements and the disposal of a French subsidiary, Industrie Mecanique Pour Les Fluides SA, in April 2024. Climate Control organic revenue was 5% higher than the prior year as we saw continued demand for our products that reduce energy consumption in buildings. We also benefitted from our growing portfolio of smart connected products, including those supporting advanced cooling technologies in data centres. Statutory revenue was 5% higher than 2024. Life Science & Fluid Control organic revenue was flat in 2025 as the global life science device market began to stabilise. Statutory revenue was 2% lower. Transport organic revenue was 6% lower than 2024, in line with the global heavy duty truck market. Statutory revenue was 8% lower than the prior year. Life Technology adjusted operating profit was flat on an organic basis and the adjusted operating margin decreased by 20bps to 18.2%. Statutory operating profit increased by 5% to £121m in the year. We expect the Life Technology platform to show modest organic growth in 2026, reflecting continued good demand in Climate Control and stability within Life Science & Fluid Control. Transport is expected to be broadly flat, in line with the global heavy duty truck market.

Adjusting items

£m	2025	2024
Reversal of net economic hedge contract gains	(7)	(2)
Response to cyber incident	(27)	–
Restructuring costs	–	(55)
Acquired intangible amortisation and other transaction items	(29)	(29)
Gains/(losses) on instruments measured at fair value through profit or loss	14	(9)
Gain on disposal of property	25	–
Gain on disposal of subsidiaries	–	6
Tax in connection with the above adjusting items	–	23
Other adjusting tax items	4	(3)
Total adjusting items	(20)	(69)

Adjusting items that are excluded from adjusted profit before tax are listed below:

Reversal of net economic hedge contract gains: For segmental reporting purposes, changes in the fair value of economic hedges which are not designated as hedges for accounting purposes, together with the gains and losses on their settlement, are included in the revenues and adjusted operating profit of the relevant business segment. The adjusting item reverses this treatment at an operating profit level, leading to a loss of £7m (2024: £2m loss).
Response to cyber incident: As announced on 6 February 2025, IMI experienced a cyber attack during the first quarter which temporarily impacted certain operations. A £27m adjusting item has been recognised in the year for matters including IT systems recovery, risk management, upgraded IT infrastructure and advisory costs.
Restructuring costs: Restructuring costs of £55m were incurred in 2024. The programme has now concluded. Restructuring costs associated with our current business are no longer recorded within adjusting items.
Acquired intangible amortisation and other transaction items: Acquired intangible amortisation is excluded from adjusted profits, to allow for comparability of the performance across platforms. Acquired intangible amortisation decreased to £26m (2024: £28m). Other transaction costs increased to £3m (2024: £1m), predominantly reflecting the agreed sale of Truflo Marine to Fairbanks Morse Defense.
Gains/losses on instruments measured at fair value through profit or loss: A gain arose on the revaluation of financial instruments and derivatives under IFRS 9 of £14m (2024: £9m loss).
Gain on disposal of property: IMI disposed of a property in Rancho Santa Margarita, California, resulting in a gain on disposal of £25m.
Gain on disposal of subsidiaries: IMI disposed of a French subsidiary, Industrie Mecanique Pour Les Fluides SA, on 25 April 2024 resulting in a gain on disposal of £6m.
Taxation: A £4m tax charge was recognised as an adjusting item in connection with the transfer of businesses. In 2024, there was a £5m charge relating to the transfer of businesses, offset by a £23m credit associated with the tax effect of other adjusting items and a £2m credit relating to the release of a restructuring provision.

Taxation

The adjusted effective tax rate increased to 25.4% (2024: 24.3%), largely reflecting a deferred tax benefit obtained in the prior year and the non-repeat of favourable settlements. The total adjusted tax charge for the year was £112m (2024: £102m) and the statutory effective tax rate was 25.9% (2024: 24.8%). IMI seeks to manage its tax affairs within its core tax principles of compliance, fairness, value and transparency, in accordance with the IMI Corporate Tax Strategy which is available on IMI’s corporate website. Our guidance assumes that the adjusted effective tax rate will increase to 26.3% in 2026.# Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025

Adjusted basic earnings per share increased by 8%

The average number of shares in issue during the period was 249m (2024: 259m), resulting in adjusted basic earnings per share of 132.3p (2024: 122.5p), an increase of 8%. Statutory basic earnings per share increased by 29% at 124.3p (2024: 96.0p) and statutory diluted earnings per share increased by 29% at 123.8p (2024: 95.6p).

Sale of Truflo Marine agreed

In November 2025 IMI entered into an agreement to sell its Truflo Marine business to Fairbanks Morse Defense for an enterprise value of £225m. The transaction is expected to complete in mid-2026.

Derisking the UK pension scheme

There was a £26m cash outflow in the first half of 2025 relating to a loan made to the IMI 2014 Deferred Fund, the closed UK defined benefit pension scheme. This loan was supporting the wind-up of the fund whilst the remaining assets within the scheme matured. £18m of this loan was repaid during the second half of 2025, supported by a £4m contribution to the scheme in December. The loan was repaid in full in January 2026, with the buy-out of the scheme completed in February 2026.

Dividend

The Board is recommending a 2025 final dividend of 23.2p per share (2024: 21.1p per share). Payment will be made on 15 May 2026 to shareholders on the register at the close of business on 7 April 2026. The last date to elect for the Dividend Reinvestment Plan (‘DRIP’) is 23 April 2026. The IMI DRIP is provided by Equiniti Financial Services Limited. The DRIP enables the Company’s shareholders to elect to have their cash dividend payments used to purchase the Company’s shares. More information can be found at www.shareview.co.uk/info/drip.

Share buyback

Given the strong performance in 2025, our outlook for 2026 and our commitment to maintaining an efficient balance sheet, we are pleased to announce a £500m share buyback programme.

Maintaining continued cash discipline

Movement in net debt	2025 £m	2024 £m
Adjusted EBITDA 1	549.5	526.3
Working capital movements	2.5	(21.5)
Capital and development expenditure	(98.6)	(91.5)
Provisions and employee benefit movements 2	3.2	(1.7)
Principal elements of lease payments	(27.8)	(28.6)
Other	11.4	18.8
Adjusted operating cash flow 3	440.2	401.8
Adjusting items	(32.2)	(40.7)
Interest	(15.8)	(14.8)
Derivatives	(2.6)	14.6
Tax paid	(99.7)	(97.9)
Free cash flow before corporate activity	289.9	263.0
Dividends paid to equity shareholders	(80.6)	(76.0)
Acquisition of subsidiaries	–	(18.2)
Disposal of subsidiaries	–	17.5
Net (purchase)/issuance of own shares	(200.1)	(97.1)
Net cash flow (excluding debt movements)	9.2	89.2

Reconciliation of net cash to movement in net debt	2025 £m	2024 £m
Net increase in cash and cash equivalents excluding foreign exchange	9.1	37.4
Less: cash acquired/disposed	–	1.8
Net repayment of borrowings excluding foreign exchange and net debt disposed/acquired	0.1	50.0
Decrease in net debt before acquisitions, disposals and foreign exchange	9.2	89.2
Net cash acquired/disposed	–	(4.7)
Currency translation differences	(0.3)	(4.7)
Movement in lease liabilities	6.0	11.1
Movement in net debt in the year	14.9	90.9
Net debt at the start of the year 4	(547.7)	(638.6)
Net debt at the end of the year 4	(532.8)	(547.7)

1 Adjusted profit after tax (£330.0m) before interest (£17.7m), tax (£112.4m), depreciation (£70.2m), amortisation (£17.6m) and impairment (£1.6m).
2 Movement in provisions and employee benefits as per the statement of cash flows (£11.8m) adjusted for the movement in restructuring provisions (£15.0m).
3 Adjusted operating cash flow is the cash generated from the operations shown in the statement of cash flows, less cash spent acquiring property, plant and equipment, non-acquired intangible assets and investments; plus cash received from the sale of property, plant and equipment and the sale of investments, excluding the cash impact of adjusting items; a reconciliation is included in Note 19 to the financial statements.
4 Net debt as defined in Note 3 to the financial statements

Financial review continued

Adjusted operating cash flow was £440m (2024: £402m). This represents a conversion rate of total adjusted operating profit to adjusted operating cash flow of 96% (2024: 92%). There was a £32m cash outflow from adjusting items (2024: £41m outflow), including a £4m (2024: nil) outflow related to a contribution made to the IMI 2014 Deferred Fund, the closed UK defined benefit pension scheme, to support the wind-up of the fund.

Net working capital balances decreased by £3m, with a £31m reduction in inventory offset by a £26m increase in receivables and a £2m reduction in payables. The £22m increase in 2024 was due to a £43m increase in payables offset by a £41m increase in receivables and a £24m increase in inventory.

Cash spent on property, plant and equipment and other non-acquired intangibles in the year was £99m (2024: £92m), which was equivalent to 1.6 times (2024: 1.5 times) depreciation and amortisation thereon. IMI continues to deploy capital to support growth and improve the efficiency of its operations, including projects that support our net zero carbon target. Research and development spend, including capitalised intangible development costs of £7m (2024: £8m), totalled £72m (2024 restated – see Note 5: £69m), representing 3.1% (2024 restated – see Note 5: 3.1%) of sales. IMI continues to support investment in growth, with this spend focused on delivering innovative new solutions. As this measure focuses primarily on the efforts of the engineering function, it does not fully capture the cross-functional support in Growth Hub initiatives – a significant further investment alongside our research and development spend.

In 2025, IMI paid cash tax of £100m (2024: £98m), which was 92% (2024: 120%) of the statutory tax charge for the year. Free cash flow before corporate activity (dividends, M&A and share buybacks) increased to £290m (2024: £263m). Dividends paid to shareholders totalled £81m (2024: £76m) and there was a cash outflow of £201m in relation to the share buyback programme (2024: £100m outflow). In addition, there was a cash inflow of £1m associated with the issue of share capital for employee share schemes (2024: £3m inflow). Overall net debt reduced by £15m in 2025 (2024: £91m decrease).

Strong balance sheet offers strategic flexibility

Net debt at the year-end was £533m, compared to £548m at the end of 2024. The reduction reflects the strong trading result, offset by the return of capital to shareholders in the year. The net debt is composed of a cash balance of £116m (2024: £148m), a bank overdraft of £44m (2024: £91m), interest-bearing loans and borrowings of £522m (2024: £515m) and lease liabilities of £83m (2024: £89m). Within these balances, cash and cash equivalents of £4m (2024: nil) and lease liabilities of £5m (2024: nil) have been classified as held for sale. The year-end net debt to adjusted EBITDA ratio was 1.0 times (2024: 1.0 times).

At the end of 2025, loan notes totalled £522m (2024: £515m), with a weighted average maturity of 3.2 years (2024: 2.6 years), and other loans including bank overdrafts totalled £44m (2024: £91m). Total committed bank loan facilities available to IMI at the year-end were £300m (2024: £300m), of which nil (2024: nil) was drawn.

At 31 December 2025, the value of IMI’s intangible assets, including goodwill, was £886m (2024: £925m). This includes £14m (2024: nil) classified as held for sale. The net book value of IMI’s property, plant and equipment at 31 December 2025 was £335m (2024: £301m), of which £9m (2024: nil) has been classified as held for sale. Capital expenditure on property, plant and equipment amounted to £82m (2024: £75m), with the main capital expenditure focused on production facility investment to support operational efficiency and growth. Including capitalised intangible assets, total capital expenditure was £99m (2024: £92m) and was 1.6 times (2024: 1.5 times) the depreciation and amortisation charge (excluding acquired intangible amortisation and lease asset depreciation) for the year of £60m (2024: £62m).

The net deficit for defined benefit obligations at 31 December 2025 was £37.3m (2024: £47.4m deficit). The UK surplus was £0.3m (2024: £3.3m deficit), with the liabilities fully bought-in during 2022. The buy-out of these liabilities completed in February 2026. The deficit in the overseas funds as at 31 December 2025 was £37.6m (2024: £44.1m deficit).

IMI plc (the parent company) had distributable reserves of £303m as at 31 December 2025 (2024: £304m) and £656m as at 5 March 2026.

Return on invested capital (‘ROIC’)

IMI uses ROIC as an indication of IMI’s ability to deploy capital effectively. IMI’s fully burdened definition of ROIC is adjusted operating profit after tax divided by average capital invested. Capital invested is defined as net assets adjusted to remove net debt, restructuring provisions, derivative assets/liabilities, defined pension position (net of deferred tax) and to reverse historical impairments of goodwill and amortisation of acquired intangibles. ROIC was 14.0% in 2025 (2024: 13.4%), which increased by 60bps, reflecting the strong trading performance.### Return on invested capital

	2025 £m	2024 £m
Adjusted operating profit	460.1	435.5
Notional tax charge	(116.9)	(105.8)
Net adjusted operating profit after tax	343.2	329.7
Net assets	1,109.1	1,085.1
Adjusted for:
Net debt	532.8	547.7
Restructuring provision	11.9	26.1
Net derivative assets/liabilities	(7.0)	6.4
Net defined benefit pension deficit	37.3	47.4
Deferred tax on employee benefits	(10.7)	(13.0)
Previously written-off/impaired goodwill	346.9	346.9
Acquired intangibles amortisation	432.3	403.9
Closing capital invested	2,452.6	2,450.5
Opening capital invested	2,450.5	2,458.4
Average capital invested	2,451.6	2,454.5
Return on invested capital	14.0%	13.4%

Foreign exchange

The income statements of overseas operations are translated into Sterling at average rates of exchange for the year, balance sheets are translated at year-end rates. The most significant currencies are the Euro and the US Dollar – the relevant rates of exchange were:

	Average Rates 2025	Average Rates 2024	Balance Sheet Rates 2025	Balance Sheet Rates 2024
Euro	1.17	1.18	1.15	1.21
US Dollar	1.32	1.28	1.35	1.25

The movement in average exchange rates between 2024 and 2025 negatively impacted both revenue and adjusted operating profit by 1% in the full year when compared to 2024. If exchange rates as at 13 February 2026 of €1.15 and US$1.37 were projected for the full year and applied to our 2025 results, it is estimated that both revenue and adjusted operating profit would be broadly neutral.

Treasury

IMI has a centralised Treasury function that provides treasury services to IMI companies including funding liquidity, credit, foreign exchange, interest rate and base metal commodity management. The IMI Treasury function manages financial risks in compliance with Board-approved policies.

Luke Grant
Chief Financial Officer

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Stakeholder engagement

Our stakeholders

We actively engage with our key stakeholder groups, recognising their influence on our strategic goals and value creation. We understand that our activities can impact these stakeholders, so we strive to develop and maintain positive, productive relationships while seeking to address their needs. Where making strategic decisions, we assess the impact on affected stakeholders, balance competing interests and where appropriate, engage directly with them on the topic.

To support Board discussions and decision-making, the Board engages with the IMI’s key stakeholders both directly and indirectly through formal and informal channels throughout the annual cycle. This section provides a summary of IMI’s key stakeholders, why and how we engage and outcomes of our engagement. Further information can be found in our Section 172 statement on pages 90 to 92 and in our Corporate Governance Report on pages 86, 87 and 88.

Investors and funding providers

Why we engage: Support from our investors and funding providers is crucial for IMI to execute its growth strategy. We aim to enhance value today while driving sustainable value for tomorrow.

How do we engage: We have an annual programme of investor engagement. Directors regularly meet investors on roadshows, at hosted site visits and at our in-person AGM. The Head of Investor Relations maintains an ongoing dialogue with shareholders, investor bodies and financial analysts regarding all aspects of performance. The Board is given regular reports about these interactions. IMI’s brokers also provide reports to the Board summarising feedback from their engagement. In the year, over 320 investor meetings have been held and our Chair met with two major shareholders for governance focused discussions.

Outcomes: The results of our 2025 AGM are available on our website, with all resolutions passing with over 78.25% of votes in favour. Our shareholder base continues to strongly support our strategy with a stable register largely composed of long-term holders. In 2025, the Board approved a £200m share buyback programme. Additionally, our strong relationships with key funding providers enabled the successful refinancing of IMI’s debt maturing facilities.

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Employees

Why we engage: Our people are essential to driving performance and growth. They bring diverse skills, knowledge, and experience. We aim to attract, retain and promote the best people and inspire and equip them to be our greatest ambassadors.

How do we engage: The Board welcomes engagement with colleagues. Our designated non-executive director for employee engagement, Thomas Thune Andersen, leads an annual programme of events. The wider Board engage in site visits and dedicated employee engagement sessions. Feedback is shared with the Board and contributes to relevant discussions. Board employee engagement sessions held in the year involved over 50 employees from more than 15 sites.

Outcomes: In 2025 we introduced core value recognition awards; an initiative that honours individuals who exemplify IMI’s values in their everyday work. Amongst other things, we rolled out a Horizons programme, that gives employees the opportunity to take on short-term, high-impact projects beyond their usual role, helping them broaden experience, build networks and contribute to IMI’s strategic priorities. We achieved an 88% response rate and 79% engagement rate in our One Big Voice annual engagement survey.

Customers

Why we engage: Our customers are the foundation of everything we do, enabling us to build a long-term sustainable business. We aim to address key customer and industry challenges with innovative solutions in attractive markets.

How we engage: Relationships are actively managed through commercial negotiations and key account partnerships, supported by customer learning sessions and Voice of the Customer surveys. Our Sector Presidents and their teams engage with our major customers in their sectors to ensure we are solving real-world problems for our customers – through deep insight, specialist engineering and operational excellence. This is powered by One IMI – our operating model for performance and growth. It brings together commercial excellence, market-led innovation and continuous improvement, all underpinned by a strong, performance-driven culture.

Outcomes: We are enhancing customer experience with impactful Data and AI solutions that drive growth, efficiency and customer experience. Notable achievements include the sales campaigns to identify aftermarket potential and data-driven pricing strategies.

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Stakeholder engagement continued

Suppliers

Why we engage: Suppliers provide the products and services we need to operate and create value. Collaboration with suppliers allows us to pay a fair price for vital supplies. Reliable suppliers help us manage risks and ensure continuity during supply chain disruptions. We strive to work with suppliers who share our commitment to sustainability and ethical practices. We are dedicated to fair treatment, transparency, and open engagement with our suppliers.

How do we engage: We take a structured approach to supplier engagement, with local oversight for direct suppliers and global coordination for key indirect partners. Engagement levels are based on supplier risk and spend, supported by the Supplier Partnership Programme, which drives improvements in quality, cost, innovation and climate impact. Significant supplier issues are escalated to the Board and IMI works closely with key partners on environmental concerns like the use of forever chemicals.

Outcomes: More than 2,200 suppliers signed the IMI Supplier Code of Conduct. We retained our Tier 3 rating for our modern slavery statement from the CCLA, reflecting our continued commitment to ethical standards.

Community and environment

Why we engage: Engagement with our community and environment is key to nurturing and protecting our good reputation. Demonstrating support helps IMI attract and retain the best talent. Minimising our environmental impact on the neighbourhoods where we operate and on the global community is key to maintaining a responsible and sustainable business.

How do we engage: The Board approves the annual budget for Group-level charitable support. Oversight of sustainability progress is provided by the Board’s Sustainability Committee. Customer interest in environmental credentials is growing, prompting responses to sustainability surveys and information requests.

Outcomes: 4,648 IMI Employees volunteered a total of 15,377 hours during the IMI Way Day (2024: 3,495 people volunteered a total of 9,553 hours). We have been named one of Europe’s Climate Leaders by the Financial Times from 2023 to 2025. In 2025, our MSCI ESG rating remained at AAA status and we maintained our CDP B status.

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Government and regulators

Why we engage: Complying with applicable laws and regulatory standards is crucial to maintaining strong stakeholder relationships and protecting our reputation. This is also a key driver in attracting and retaining top talent. Evolving regulations present opportunities for innovation and differentiation.

How we engage: The Board and Executive Committee receive regular reports on material legal and compliance matters. Regular updates on tax matters are provided to the Audit Committee. The Sustainability Committee receives reports on anti-slavery, environment and supply chain compliance matters. Organisational changes are conducted in line with applicable laws and in a manner consistent with our values. We measure our progress through monitoring, reviews and audits. In the year we contributed to UK anti-slavery policy development.Outcomes: We closely monitor evolving laws and regulations, including new emissions and energy-saving requirements, which influence innovation in our Transport and Climate Control sectors. This proactive approach enables us to identify opportunities to capture future value and mitigate regulatory risks. Stakeholder engagement continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 202539

Sustainability

Creating a Better World

IMI’s role in a more sustainable world Sustainability is deeply embedded in our culture and operations, shaping how we innovate, manufacture, and engage with stakeholders. It is integral to our long-term success and to the value we create for customers, employees, communities and shareholders. Our sustainability approach is built on four strategic pillars: Responsible Business, Empowering People, Sustainable Solutions and Climate Action. These pillars guide our actions and ensure that we address environmental, social, and governance priorities in a balanced and transparent way.

We are committed to reducing our environmental footprint and enabling our customers to achieve their own sustainability goals. Our products and solutions are designed to improve efficiency, reduce emissions, and support circularity, helping industries transition to low-carbon and resource-efficient models. Innovation is central to this effort: we integrate sustainability into product design from the earliest stages, applying life cycle assessments and material optimisation to deliver solutions that perform better and last longer.

Our climate ambition is clear. Since 2019, we have reduced carbon intensity (tCO 2 e per £million revenue) by over 50% and absolute emissions by more than 40% (see page 55 for detail). We are also driving improvements in water efficiency and waste reduction, supported by investments in renewable energy, LED lighting, photovoltaic arrays and water recovery systems. These actions are underpinned by a robust governance framework and alignment with leading standards such as SASB and ISSB.

Our social commitments are equally strong. We invest in our people through training, development, and wellbeing programmes, fostering an inclusive culture which is valued and where opportunities are accessible. We actively support communities through volunteering and charitable initiatives, and we maintain the highest standards of ethics and compliance across our global operations. Our sustainability strategy aligns with the UN Sustainable Development Goals, particularly SDG 9 (Industry, Innovation and Infrastructure) and SDG 12 (Responsible Consumption and Production).

We measure progress against defined metrics and report transparently through frameworks such as TCFD, GRI, and SASB. This ensures accountability and continuous improvement as we work toward our growth strategy. Through collaboration with stakeholders and adherence to our values, we continue to advance our sustainability objectives and deliver meaningful impact. By embedding sustainability into every aspect of our business, we are building resilience, driving innovation, and creating shared value for generations to come.

Our approach to materiality

Our sustainability strategy is informed by a comprehensive Double Materiality Assessment, which identifies the most significant impacts, risks, and opportunities across our value chain. This process ensures we address both how our business affects the environment and society, and how sustainability-related factors influence our financial performance. By integrating these insights into governance, strategy, and risk management, we focus on creating long-term value while advancing our net zero transition and resource efficiency goals. We note the recent developments to the Corporate Sustainability Reporting Directive (‘CSRD’) framework and are exploring its potential applicability to IMI. This review will ensure we remain prepared for any future reporting requirements.

Integration of sustainability

Sustainability guides all IMI operations, shaping decisions from Board strategy to engineers’ material choices. We promote initiatives through IMI Way Days and our internal communications platform, fostering teamwork. We collaborate with customers to enhance products, and regularly assess suppliers for ethical compliance to ensure sustainability across the value chain. We have strengthened this foundation by formalising our sustainability activities into an overarching Sustainability Policy. We have also introduced a Human Rights Policy that articulates our commitment to respecting internationally recognised human rights principles, strengthens expectations for ethical conduct across our operations and supply chain, and responds to areas highlighted through external assessments. Both policies are available on our website and form part of our broader efforts to embed responsible and sustainable business practices across IMI.

A bright future

Sustainability is more than a priority, it’s part of our identity. Our employees’ ongoing focus and determination are evident in the meaningful changes they create every day. Through their ingenuity and drive, we are building a future that is both environmentally responsible and economically resilient.

Thomas Thune Andersen, Sustainability Committee Chair

Creating a Better World – Our Sustainability Governance Framework

Our Sustainability Governance Framework guides goal setting and progress tracking, overseen by the Board. Climate metrics have influenced executive pay since 2022, ensuring accountability. This approach enables effective decision-making and delivers long-term value to stakeholders and the community.

Board oversight: The Board approves our strategy and sustainability priorities, receiving regular progress updates throughout the year. For details of the Board’s activities in 2025, see page 89. Please see page 87 for a summary of the activities of our non-executive director Thomas Thune Andersen who is our Sustainability Committee Chair and has designated responsibility for employee engagement.
Sustainability Committee: We established our Board Sustainability Committee in 2024, evolving our previous governance arrangement of having a non-executive director with designated responsibility for sustainability matters. The Committee oversees the development and execution of our sustainability strategy focusing on the Sustainable Solutions and Climate Action pillars. Empowering People and Responsible Business pillars remain within the Board remit.
Chief Executive Officer: Roy Twite, our Chief Executive Officer, is accountable for implementing our sustainability strategy and performance. Roy is supported by the Executive Committee, including our Chief Financial Officer, Luke Grant (Executive sponsor for sustainability), who oversees and reviews our progress in sustainability-related matters. More details can be found on pages 58 to 63 in our TCFD statement.

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Head of Risk & Sustainability and Better World Committee Chair: John Jones (Head of Risk & Sustainability) is responsible for coordinating the delivery of our sustainability strategy and manages key aspects of our sustainability strategy and framework. John chairs our internal management-level Better World Committee which meets regularly to manage progress on initiatives, governance issues and horizon scanning.
Dedicated teams: We have specialised teams dedicated to supply chain, innovation, data and regulatory issues, internal and external reporting, and humanitarian/philanthropic giving, among other areas. This comprehensive framework ensures that our sustainability efforts are aligned with our overall strategy, fostering a sustainable and responsible business.

Q&A: John Jones, Head of Risk & Sustainability

Q How is IMI managing sustainability- related risks such as climate change, geopolitical uncertainty, and supply chain disruption?

We embed these risks into IMI’s Risk Framework and sustainability strategy. For climate change, we align with TCFD and ISSB standards, conduct scenario analysis, and invest in low-carbon technologies to mitigate against the effects of the changing climate. Geopolitical risks are mitigated through diversification, dual sourcing, and agile planning (such as best cost country approach). To address supply chain disruption, we continue to monitor this closely and remain proactive in sourcing new suppliers when appropriate. Oversight by our Board Sustainability Committee and innovation platforms like the Growth Hub ensure resilience and enable us to turn challenges into opportunities for sustainable growth.

Q How is IMI evolving its approach to double materiality and stakeholder engagement as sustainability reporting standards continue to mature?

Our 2024 Double Materiality Assessment was a significant step forward. It helped us identify the most material impacts, risks, and opportunities from both a financial and societal perspective. As standards evolve, we’re enhancing our internal processes to ensure alignment. This includes more robust stakeholder engagement, deeper integration of sustainability into assessing risk and clearer disclosures. We’re also using the Double Materiality Assessment to inform strategic decisions and our sustainability priorities.

Q What role does innovation play in delivering sustainable solutions for IMI’s customers, and how are internal teams being empowered to drive this transformation?

Innovation is central to delivering sustainable solutions for IMI’s customers. Our teams are developing low-carbon and circular solutions, improving energy efficiency, extending product life cycles and increasing recycled content in our materials. These innovations help customers meet their own sustainability goals while reducing total cost of ownership.Internally, we’re empowering teams through cross-functional collaboration, sustainability training, and platforms like the Better World Committee. We also leverage the Growth Hub as a catalyst for innovation that provides resources, expertise, and a collaborative space where ideas can be accelerated into real-world solutions. Growth Hub connects teams with emerging technologies, market insights, and external partnerships, ensuring that innovation is not only continuous but aligned with our sustainability priorities. We celebrate and share success stories across the Group, and we’re embedding sustainability criteria into product development so that every innovation contributes to a more sustainable future.

John Jones
Head of Risk & Sustainability

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Sustainability continued

Long-term sustainability

– Success: ensure the viability of the business by generating and preserving value over the long-term
– Governance: framework of policies and procedures which control and direct the Group
– Ethics: acting with integrity to demonstrate the highest standards of responsible and ethical behaviour
– Compliance: respecting and adhering to laws and regulations and our policies and procedures

Targets

– Employee engagement: Achieve a score of over 80% in the One Big Voice survey for employees who view IMI as a great place to work
– Inclusive Culture: year-on-year improvement
– Health and safety: to remain within the top quartile of safety performance for the industry sector

Performance

– Employee engagement, measured through the One Big Voice survey, has remained the same as 2024 – 79%
– Percentage of women in management positions is 25% (2024: 24%)
– Total Recordable Incident Frequency Rate (‘TRIFR’) was 0.28, down from 0.38 in 2024

Sustainability at a glance

Category	Link to SDGs	Sub targets
Responsible Business	Link to SDGs	10.2, 10.3, 10.4, 12.2, 13.2
Empowering People	Link to SDGs	3.9, 5.5, 8.7, 8.8

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Targets

– Maintain R&D investment at a minimum of 3% of revenue

Targets

Our emissions
– Scope 1 & 2
– Decrease emission intensity (tCO2e) by 60% by 2030 compared to 2019 on a location basis
– Achieve net zero for Scope 1 & 2 emissions by 2040 (we aim to not use offsets but will review this over the next few years)
– Scope 3*
– Decrease total Scope 3 emissions by 25% by 2030
– Achieve net zero for Scope 3 emissions by 2050

Our water usage
– Decrease water intensity to below 75m³* (33% reduction compared to 2020 baseline) by 2030 (see page 54).

Total non-recycled hazardous waste
– Decrease by 50% from a 2022 base by 2030

Performance

Our emissions
– Scope 1 & 2
– Total CO2e intensity reduction of 54% from 30.7tCO2e in 2019 to 14.2tCO2e on a location basis (2024: 16.7tCO2e)
– Absolute CO2e emissions reduction of 43% from 57,500t (in 2019) to 32,798t (2024: 36,993t)
– Scope 3*
– Total absolute Scope 3 emissions have reduced from 574,108tCO₂e in 2021 to 508,760tCO₂e in 2025 (an 11% reduction)

Our water usage
– Total water intensity reduction of 37% from 111m³ in 2020 to 70m³ in 2025 (2024: 78m³*)

Total non-recycled hazardous waste
– Total non-recycled hazardous waste of 220t in 2025 (2024: 239t), 43% lower than 2022 baseline

Performance

– R&D spend was 3.1% of revenue in 2025, exceeding our 3% minimum

Category	Link to SDGs	Sub targets
Sustainable Solutions	Link to SDGs	9.5, 11.6, 12.2, 13.2
Climate Action	Link to SDGs	13.2

Per £million of revenue

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Responsible Business

SDGs Sub targets: 10.2, 10.3, 10.4, 12.2, 13.2

Overview
Acting ethically and with integrity, we embed responsible business practices through a robust risk management framework, our Code of Conduct, and strong compliance processes. We align sustainability reporting with relevant standards including GRI, and are preparing for future disclosure against UK SRS. Our strategic priorities – commercial excellence, market-led innovation and continuous improvement — shape everything we do. Throughout 2025 we have advanced sustainable procurement, strengthened supply chain oversight, and maintained open reporting channels to support transparency and continuous improvement.

2025 highlights
– Reduced absolute Scope 1 & 2 carbon emissions by 43% (from 2019 baseline)
– Science Based Targets initiative (SBTi) validation of near-term and net zero targets for Scope 1, 2 and 3
– Retained AAA ESG rating from MSCI
– Recognised in the Financial Times Europe Climate Leaders 2025 list
– Code of Conduct mandatory training reissued
– External review of our human rights and anti-slavery protocols
– Developed a Sustainability Policy setting out our commitment to responsible and sustainable business

2026 priorities
– Monitor evolving ESG-related disclosure regulation and new and fragmented laws and sustainability product-related regulations
– Further strengthen sustainability practices, polices, governance and controls across all sectors
– Advance supplier collaboration and data quality to improve Scope 3 emissions reporting and resilience
– Prepare for emerging mandatory FTSE 100 requirements, UK Sustainability Reporting Standards (‘UK SRS’) requirements
– Embedding our new Human Rights Policy

Risks & opportunities

Ethics, compliance, and governance remain principal risks and sources of opportunities for IMI. As regulatory and stakeholder expectations continue to evolve, they bring challenges but also inspire innovation across our business. For example, regulations driving low-carbon innovation continue to shape product design and energy efficiency across our sectors. Responsible business practices are embedded in our strategy and risk management framework. Our governance structures ensure ethical standards and integrity are embedded across IMI, aligning decisions with our strategic objectives and risk appetite. This alignment supports consistent long-term value creation.

Our culture and ethics

Ethics and integrity remain central to our culture. They underpin transparency, accountability and trust which are essential foundations of sustainable business performance. By embedding these principles into our governance and operational frameworks, we mitigate risk and strengthen relationships with employees, customers and wider stakeholders. Our sustainability agenda focuses on acting responsibly, ethically and transparently. We continue to engineer solutions that help our customers become safer, more sustainable and more productive, while empowering our people to deliver against our strategy.

Evolving reporting requirements

In 2025, we continued to advance our sustainability reporting framework to maintain relevance and comparability for our stakeholders and ensure transparent and credible reporting. We are aligning our activities proactively with key global reporting standards and strengthening the underlying data, governance and processes that support our sustainability performance and reporting.

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Reporting Framework

Our disclosures are currently prepared in accordance with the Global Reporting Initiative (‘GRI’) standards. We are monitoring the development of UK SRS, which are based on IFRS S1 and S2, and are exploring the applicability of CSRD. We continue to monitor developments across these standard-setting bodies and will use these frameworks throughout 2026 to strengthen our readiness for upcoming disclosure expectations. We intend to maintain our approach to address both impact and financial materiality considerations and meet expanding data requirements, positioning IMI for alignment with anticipated UK SRS implementation while maintaining interoperability with leading global frameworks.

Double Materiality Assessment (‘DMA’)

In 2024 we conducted our first DMA in line with the European Financial Reporting Authority Group (‘EFRAG’), which identified the most significant sustainability topics for IMI and our stakeholders considering both IMI’s impact on the environment and society and how sustainability issues affect our business financially. The themes identified – climate transition and resilience, sustainable product innovation and people safety, talent and inclusion – remain our focus during 2025 and beyond. These will continue to underpin our strategic decisions, target setting and risk management. For more information on methodology and outputs, go to imiplc.com/en/sustainability/reports-policies

GRI alignment

The findings from our DMA continue to inform how we align with GRI standards and report consistently across all our material topics. This year marks our fourth year in accordance with GRI standards. We continue to map GRI disclosures to our materiality topics, ensuring consistency and clarity for investors and other stakeholders. Our online GRI content index provides full disclosure references and linkages to underlying data. This year we have followed the launch of the new Climate Change and Energy Standards which will be effective from 2027. In 2026 we plan to review our existing reporting against these standards for future integration. For more information on GRI index, go to imiplc.com/en/sustainability/reports-policies

CDP environmental disclosure

We continue to engage with established reporting platforms to maintain transparency. We maintained our CDP Climate Change rating of B and for Water Security a B- in 2025. We continue to report using CDP’s integrated questionnaire which aligns with ISSB, TCFD and TNFD themes. This enables us to present a comprehensive view of our climate, water and nature-related impacts and dependencies, where data is available.# UN Global Compact
We remain a proud signatory to the UN Global Compact and this Annual Report serves as our Communication on Progress. We continue to embed the Ten Principles across our operations and supply chain, emphasising human rights, labour standards, environment and anti-corruption.

ISSB, SASB and Framework interoperability

We continue to align with ISSB IFRS S1/S2 standards and retain sector comparability with SASB (Industrial Machinery) reporting. In 2025, we conducted comprehensive gap assessments against the IFRS S1 and S2 in readiness for alignment between ISSB and the forthcoming UK SRS. This identified areas for improved voluntary reporting for application of IFRS S2 (climate-related disclosures) building on our long-standing TCFD aligned reporting. By aligning ISSB and GRI Frameworks, we ensure our disclosures are robust, comparable, and relevant across jurisdictions, addressing both impact and enterprise value.

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ESG ratings and external benchmarks

Independent external ratings continue to validate IMI’s commitment and transparency in ESG performance. These include the following:

Rating Agency	Score/Level
MSCI ESG	AAA
Sustainalytics	23.4
CDP Climate Change	B
CDP Water Security	B-
ISS	C
EcoVadis Climate Control	EcoVadis IMI Group

Our Code of Conduct guides our actions and integrity, reflecting our commitment to high business standards and ethical conduct. It is shared with all employees and available on our internal communications platform, outlining expectations for staff, partners, and third parties. This year, we launched mandatory refreshed Code of Conduct training in e-learning format for those with access to a computer and a townhall version for our site-based colleagues. At 31 December 2025 the completion rate was 97%. Each business sector implements policies and Standard Operating Procedures (‘SOPs’), subject to oversight through material controls testing, annual control declarations and internal audit reviews. Work continues to integrate ESG data and controls into our enterprise risk planning and internal control system and we are implementing an automated tool to improve risk management and control processes.

Speaking up

We are committed to fostering an environment where individuals feel secure reporting concerns in good faith, confident that such matters will be addressed appropriately and without fear of retaliation. Our Code training encourages all employees to report incidents inconsistent with our values and behaviours, including issues related to sustainability, corruption, or bribery. Reports may be submitted to line managers, senior leadership, or through a confidential, independent hotline that supports anonymous submissions in our core languages (www.imihotline.com). The IMI Hotline is also accessible to external parties, including suppliers and customers. This year, visits by senior members of the Legal & Compliance team focused on discussions with local management to enhance our speaking up culture. Our reporting processes are regularly reviewed to maintain their effectiveness. All reported concerns undergo thorough investigation, with appropriate actions taken to resolve identified issues. At the conclusion of each investigation, further guidance, training, or disciplinary measures may be applied as warranted; these outcomes are closely monitored by senior management for impact.

The Ethics and Compliance Committee reviews concerns raised and the progress of investigations on a monthly basis. The Executive Committee oversees the operation of the hotline, evaluates reporting trends, and ensures rigorous investigations and follow-up. The Board receives routine updates and assesses the overall effectiveness of these arrangements. In 2025, 51 concerns were raised, of which three were duplicates. This compares with 34 concerns in 2024, including two duplicates. Following careful investigation, five concerns raised were substantiated in full, while six were partially substantiated. Disciplinary actions, determined by the severity of misconduct, included training, development and dismissal.

Anti-bribery and anti-corruption (‘ABAC’)

We uphold a zero-tolerance policy towards bribery and corruption, as set out in our Code and ABAC Policy. This includes a prohibition on making political donations, offering or receiving inappropriate gifts or making undue payments to influence the outcome of business dealings. This policy applies to all business activities, with compliance regularly reviewed and verified. These measures ensure we maintain integrity and transparency throughout our operations. The Board monitors the effectiveness of our bribery prevention controls.

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Sustainable procurement

Our supply chain is a vital part of IMI’s responsible business approach. In 2025, we reviewed our sustainable procurement programme to strengthen supplier engagement and ensure our purchasing decisions support our sustainability goals. The programme focuses on:
– Reinforcing compliance with our Supplier Code of Conduct and ethical business standards
– Increasing transparency through supplier risk assessment and ongoing monitoring
– Encouraging suppliers to reduce greenhouse gas emissions and improve resource efficiency
– Building supplier capability through training on human rights, modern slavery, and environmental practices

This programme strengthens value chain resilience, supports Scope 3 emissions reduction targets, and reinforces IMI’s commitment to responsible and sustainable growth.

Effective risk management, controls and compliance

Our risk management framework ensures sustainability-related risks and opportunities are identified, assessed, and managed across the Group (see pages 65 to 70). We promote open discussions regarding risk throughout the Group to support effective management and information sharing. Our Board approved Code of Conduct includes new guidance on AI, product safety and compliance.

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Third parties

We uphold high ethical standards, especially with third parties. All are screened for compliance with export controls and sanctions and must meet our contractual requirements. Process Automation has the greatest exposure to agents and maintains a compliance programme to ensure effective selection, onboarding and ongoing monitoring. There has been no significant change in the number or risk profile of third parties this year across IMI.

Export controls and sanctions compliance

We maintain an Export & Controls Policy with clear trade compliance rules. We undertake thorough screening to identify applicable export controls and sanctions.

Competition law

We remain committed to vigorous yet fair competition, adhering strictly to relevant competition and antitrust regulations. We maintain a Global Competition Law Policy, supplemented by practical guidance. We conducted business reviews and delivered training in the year to reinforce compliance.

Privacy and data protection

We maintain a Global Data Protection Policy, supplemented by a Toolkit comprising guidance and templates. We perform data privacy assessments for activities with high or new risks to individuals. We have delivered training on handling subject access requests to HR teams during the year. Updated General Data Protection Regulation (‘GDPR’) training was provided globally to relevant employees, with specialised sessions for Legal, IT, and HR roles. Compliance is tracked through an annual Data Privacy Compliance programme overseen by legal leaders across IMI, and specialist forums now address privacy issues in APAC and German operations.

Tax transparency

In 2025, we refined our tax compliance and transparency, including a review of the Corporate Criminal Offence project across IMI. We follow Senior Accounting Officer (‘SAO’) rules, annually confirming reliable accounting to HMRC, and submit Country-By-Country Reporting (‘CBCR’) for transparent tax practices. Our Corporate Tax Strategy is published, reflecting our commitment to openness, and the Board, supported by the Audit Committee, approves and reviews our Corporate Tax Strategy. See Note 9 (page 162) for details.

Ethical business conduct and human rights

We are committed to operating ethically, following all applicable laws, and upholding human rights. Our HR and supplier management policies are regularly updated to align with the International Labour Organisation’s (‘ILO’) Core Conventions. Our Supply Chain Code sets clear expectations that our business partners, suppliers, contractors, and everyone in our supply chain align with our commitment to human rights, such as prohibiting forced labour and modern slavery. Training on modern slavery and human trafficking is available to all staff, and is compulsory for those working directly with our supply chain.

In 2025, we commissioned an external review of our human rights and anti-slavery procedures to inform future enhancements. We implemented high-priority actions at the beginning of 2026 following this review, including formalising a Global Human Rights Policy. Our Modern Slavery & Human Trafficking Statement and the German Supply Chain Due Diligence Act Policy Statement, both available on our website, explain what steps we take to prevent modern slavery and human trafficking in our operations and supply chain. Additionally, our Responsible Minerals Sourcing Policy demonstrates our commitment to sourcing minerals — like tin, tungsten, tantalum, gold and cobalt — in an ethical and sustainable way, ensuring respect for human rights. Supplier engagement remains key to a sustainable supply chain; we’ve partnered with a third party to track, monitor and investigate suppliers’ risk and compliance. For additional details, see pages 52 and 53.# Fraud

We have updated our fraud risk assessment and policies and processes to reflect the new Failure to Prevent Fraud offence. We have also issued guidance, and will be launching a new Anti-Fraud Policy and bespoke training for those impacted with completion before the end of H1 2026.

Looking ahead

In 2026, we will focus on preparing for anticipated new sustainability disclosure requirements, including readiness for reporting under the UK Sustainability Reporting Standards ahead of their expected adoption. We will continue to monitor policy and legislative developments in the EU and UK to ensure appropriate preparation.

Key priorities include:
– Strengthening our Scope 3 emissions measurement and supply chain analysis
– Embedding sustainability metrics into our strategic decision-making and capital allocation processes
– Further enhancing our external ESG ratings performance and transparency
– Continuing to develop our data management systems, focusing on disclosure readiness

Through these actions, we can reinforce our commitment to transparent sustainability reporting, aligned with our purpose of Breakthrough engineering for a better world.

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Sustainability continued: Empowering People

SDGs Sub targets: 3.9, 5.5, 8.7, 8.8

Overview

Empowering people is converting performance culture into results. Across 50 countries with more than 10,000 colleagues, our people strategy brings together culture, leadership and skills to create a workplace where everyone can thrive. We continue to strengthen the connection between culture and performance; through inclusion, capability, wellbeing and safety, ensuring every colleague feels valued, supported and able to contribute to our purpose: Breakthrough engineering for a better world.

2025 highlights

– Achieved 88% participation in our One Big Voice (‘OBV’) survey, with consistently high engagement with 79% of our people recommending IMI as a great place to work in 2025, ahead of global benchmarks
– With the promotion of our Chief Financial Officer and Industrial Automation Sector President from within, all business-critical leadership roles are now filled by internal talent, ensuring continuity and stability
– Expanded the IMI Learning Framework and launched new cross-sector development programmes, strengthening future leadership pipelines
– Delivered Growth Hub masterclasses to front-line leaders, embedding a stronger commercial and customer mindset
– Launched a global recognition framework linking colleague feedback to meaningful, values-based action
– Advanced our Think Twice safety programme and piloted a new site ‘buddy system’, improving hazard reporting and reducing incidents across sites
– More than 2,000 colleagues completed AI training

2026 Priorities

– Culture & Communication: Deepen engagement and recognition through Workvivo, IMI Way Day and site-level initiatives that connect people to purpose.
– Leadership & Succession: Strengthen leadership pathways through supervisor development, Horizons and Future Leaders programmes, ensuring diverse and ready pipelines.
– Talent & Skills: Expand the Learning Framework to accelerate digital, commercial and innovation skills aligned to IMI’s growth strategy.

Risks & opportunities

– Competition for digital and engineering talent may limit our ability to deliver on growth plans.
– By deepening our performance culture, expanding access to learning and using AI for personalised development, we can accelerate capability building and internal mobility, helping IMI attract, retain and grow the best talent.

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Inclusive culture & communication

One Big Voice (‘OBV’)

Our culture remains central to IMI’s performance. We measure engagement and cultural health through our global people survey. The 2025 survey achieved an 88% participation rate, compared with a benchmark average of around 80%, placing IMI in the top quartile of global and public company benchmarks. Our engagement KPI, colleagues recommending IMI as a great place to work, remained stable at 79%, reflecting sustained engagement in a year when many companies saw decline. Scores for inclusion, connection to purpose and communication all improved, with 80% of colleagues saying they can be their true selves at work.

Engagement

Engagement continued to strengthen through visibility, celebration and shared purpose. In 2025, IMI Way Day brought together colleagues across every site to connect with our strategy, share learning and celebrate people who live our values. It showcased how our growth levers of commercial excellence, market-led innovation and continuous improvement, come to life locally. Our sector leadership workshop gathered over 200 leaders to align on strategy and strengthen cross-sector collaboration. Listening to OBV feedback, we launched a global recognition framework to celebrate achievements consistently and transparently. Recognition is now anchored in our values and empowers teams to share success in authentic and meaningful ways.

Continuous Improvement through Employee Voice

At our Switzerland site, feedback from the One Big Voice survey inspired several practical improvements, from enhanced shift communication to new wellbeing initiatives. Local teams created a ‘you said, we did’ board to share progress transparently, ensuring everyone could see how their input led to real change. The result has been stronger engagement, better collaboration and a sense of shared ownership in making IMI a great place to work.

Strategic communications

Transparent, consistent communication remains key to engagement. In 2025 we enhanced leader communication through new Workvivo engagement spaces (our internal communications platform), providing aligned messaging, toolkits and forums for sharing best practice. These digital spaces help leaders communicate locally while staying connected to group priorities. We also continued to embed our Unlock Your Potential Employee Value Proposition (‘EVP’), supported by refreshed ‘Life at IMI’ materials that ensure a consistent and authentic employee experience worldwide.

Growth Hub

The Growth Hub, IMI’s model for sharing best practice and driving commercial excellence, continues to embed a growth mindset across the organisation. In Industrial Automation, a customised three-day Growth Hub masterclass equipped commercial teams with the skills to strengthen customer focus, collaboration and growth acceleration. In Climate Control, integrating the Engineering Support Centre into R&D accelerated innovation and responsiveness, is a practical example of One IMI in action.

Wellbeing & mental health

Wellbeing remains central to our culture of care. Our Employee Assistance Programme (‘EAP’) offers 24/7 confidential support for colleagues and their families, including professional counselling and practical work-life guidance. Delivered globally and supported locally through Wellbeing Champions, the programme is reinforced by on-site counsellors who can provide timely, in-person support following major incidents.

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Future leaders in action

When JT Van Veen joined IMI as a graduate ten years ago, he didn’t imagine his career would span three sectors and multiple countries. Through the Future Leaders Programme and the support of great mentors, JT developed the breadth of experience that now defines IMI’s leadership pipeline. “The programme really challenged me to think differently,” says JT. “It wasn’t just about technical expertise, it was about understanding people, purpose and how to create impact.” After rotations in Operations, Engineering and Commercial roles, JT now leads a team driving continuous improvement at one of IMI’s major manufacturing sites. He credits the culture of learning and empowerment for his progression: “IMI encourages you to take ownership of your growth and there’s real support from leaders who want to see you succeed.” JT’s story is one of many across IMI that reflect the power of development and opportunity. The refreshed Future Leaders Programme continues to shape our next generation of leaders, building confidence, capability and a deep connection to our purpose.

Sustainability continued

Gender mix across the Group*

(As at 31 December 2025)

Category	Male	Female
Board	5 (56%)	4 (44%)
Executive	3 (60%)	2 (40%)
Direct reports to Executive	16 (67%)	8 (33%)
Managers	1,315 (75%)	437 (25%)
All employees	7,257 (70%)	3,101 (30%)

* Includes agency workers and contractors.

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Inclusion

We continue to make progress on inclusion and gender balance. In 2025, women in management roles increased from 24% in 2024 to 25%, supported by stronger succession planning, mentoring and targeted development. Our employee networks, including Pride, Women and Menopause, help colleagues share experiences and foster allyship through local events and storytelling. These connections are key to the inclusive culture reflected in our OBV results. We have also adopted the International Labour Organisation core conventions of including minimum maternity leave to 14 weeks.

Gender pay gap

We are committed to creating an inclusive working environment for all, including equal pay.

8.6% Mean Pay Gap
13.3% Median Pay Gap

We also report on our ethnicity pay gap. For more information on Gender and Ethnicity pay gaps, go to imiplc.com/en/sustainability/reports-policies

Health and safety

Health and safety remain a non-negotiable priority.Our award-winning Think Twice campaign continued to evolve its hearts-and-minds approach, deepening engagement and accountability. A new site buddy system, piloted across seven locations, improved hazard reporting and reduced incidents. The HSE Excellence Programme expanded to eight certified sites, with more than 90% of hazards closed within 30 days for the third consecutive year. Following a rise in ergonomic injuries in 2024, global ‘train-the-trainer’ sessions helped cut such injuries by 76%. New scenario-based and virtual reality training modules, translated into 12 languages, in preparation for global roll-out in 2026. We further strengthened our approach by introducing a mandatory suite of HSE training modules, and 98,303 hours of training have been completed by 10,037 of our employees.

Leadership & succession

With all business-critical leadership roles now filled, including the final Sector President promoted from within, IMI has a strong platform for growth. In 2025, we further defined what great leadership looks like at IMI, providing clear expectations and visibility of leadership pathways. We expanded coaching, peer learning and assessment tools, particularly for colleagues in stretch or pivotal roles. To strengthen our long-term pipeline, we are developing a Leadership Value Proposition, the counterpart to our EVP, outlining what leaders can expect in opportunity, visibility and support, and what we expect in return.

Talent & skills

Building the capabilities that power growth is the third pillar of our people strategy. Our skills-based approach focuses on the capabilities most critical to IMI’s growth, commercial excellence and market-led innovation. The IMI Learning Framework expanded in 2025, offering tailored development through our e-learning platform, IMI Learn. We provide a suite of development programmes designed to support colleagues at every stage of their career, from Future Leaders (graduates) and Supervisors to Management, High Potentials and Senior Leadership.

Programmes such as Supervisor Development, Future Leaders and the Horizons cross-sector pilot continue to strengthen talent pipelines and prepare future leaders. Horizons connects employees with short-term, high-impact projects outside their usual role, giving them hands-on experience in different functions, the chance to solve critical business challenges, and opportunities to build new networks and skills while contributing to IMI’s strategic priorities. Our global Talent Acquisition team improved both time-to-hire and candidate quality through better workforce planning and specialist expertise. Looking ahead, we are using AI to map emerging and sunset skills and personalise learning, ensuring colleagues build the capabilities that will drive IMI’s next phase of growth.

Conclusion

Across culture, leadership, talent and safety, 2025 was a year of connection and momentum. By listening to colleagues, investing in learning and recognition, and embedding One IMI in how we work, we are creating a workplace where people can thrive and where performance and purpose go hand in hand.

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Sustainability continued

Sustainable Solutions

SDGs Sub targets: 9.5, 11.6, 12.2, 13.2

Overview

Producing sustainable solutions for our customers drives our growth. Focusing on commercial excellence, market-led innovation and continuous improvement enables us to deliver high-quality products that meet our customer needs.

2025 highlights

– Continued product innovation and customer collaboration
– Significant coverage in Environmental Product Declarations (‘EPD’) of our Climate Control solutions
– Focus on material selection and forever chemicals strategy

2026 priorities

– Continued focus on material selection to improve performance and reduce our environmental impact
– Further EPD and Life Cycle Analysis for our products, thus demonstrating to our customers our environmental credentials

Risks & opportunities

– Product and quality compliance issues can result in recalls, warranties, injuries, damages, or mislead and disrupt customers
– Lack of innovation remains a main risk; without new products that solve customer problems, growth may be stunted. Working with customers and developing solutions, like supporting cleaner fuels, is critical for sustainable growth

Measuring performance

We engage with our customers from the initial design phase to gain a comprehensive understanding of how new products will integrate into their processes and equipment. Through thorough impact assessments, we develop strategies to optimise performance and increase operational efficiency prior to production. Our collaborative approach also focuses on maximising product performance while minimising environmental impact, which contributes to waste reduction and lower greenhouse gas emissions associated with producing new materials.

Furthermore, we continuously innovate to advance end-of-life recycling methods, supporting the circular economy. We are committed to enhancing our product sustainability assessment by utilising methodologies such as Life Cycle Analysis, enabling us to improve product performance in alignment with customer requirements. Customer satisfaction and feedback remain central to our process and help guide improvements.

In the Process Automation sector, we work closely with Engineering, Procurement and Construction firms (‘EPCs’), licensors, and end-user customers to ensure IMI products and system designs adhere to strict process conditions, requirements and standards. This close collaboration ensures that our solutions are precisely tailored to address our customers’ needs. Maintaining R&D investment at a minimum of 3% of revenue is a key area of focus for us.

Operational excellence

Our primary objective across all operations is to reliably deliver products on time while maintaining industry-leading quality standards. This dedication extends throughout our supply chain, where we prioritise minimising environmental impact. During new product sourcing, we evaluate the carbon emissions associated with transporting components to our facilities. To reinforce our commitment to quality, 42 of our 47 manufacturing sites (89%) hold ISO 9001 Quality Management Systems certification, and we continue to work towards expanding this coverage.

Within our factories, we systematically review the industry-recognised ‘seven wastes’ inherent in lean manufacturing processes to boost operational efficiency. This methodology supports our ability to ensure timely, high-quality product delivery and maintain efficiency throughout our supply chain. Our drive for operational excellence guarantees that our products consistently meet stringent standards and tolerances.

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We actively engage our employees in ongoing initiatives focused on quality improvement, lead time reduction, optimising raw material consumption, managing production overheads, reducing inventories, and enhancing equipment utilisation. By leveraging lean methodologies and a continuous improvement financial tracking system, we closely monitor and assess the financial impact of these improvements. Reducing machine downtime not only improves utilisation rates but also diminishes the need for replacement equipment. Internal excellence remains a central focus, enabling us to minimise resource consumption and maximise overall plant efficiency. We are committed to achieving superior equipment performance through regular inspections, preventative and predictive maintenance, and thorough follow-up actions, all designed to limit breakdowns and unplanned downtime.

Product stewardship

In the Transport sector, we follow established automotive procedures like Advanced Product Quality Planning (‘APQP’) to ensure on-time, high-quality product launches that meet customer needs. We integrate sustainability tools and stage gates into these processes, encouraging teams to consider environmental impacts daily. By embedding sustainability measures, we uphold industry standards for quality and timelines. Our engineers select materials to meet design codes and customer specifications, often choosing specialised options for product longevity. This approach ensures products like valve bodies last for the asset’s life, reducing unnecessary replacements and minimising environmental impact.

Supply chain management (upstream)

We prioritise sustainability throughout our supply chain. In our product design phase, we integrate sustainability and compliance standards right from the start to ensure products are created with sustainability in mind. Our supplier selection process requires partners to align with our ethical principles, and last year we made our criteria even stricter to require better supply chain transparency.

We collaborate with suppliers to make sure all conflict minerals are sourced responsibly, following our Responsible Minerals Sourcing Policy. We are committed to responsible sourcing and actively manage our conflict minerals programme to ensure transparency and ethical practices across our supply chain. Each year, we assess over 300 suppliers using the industry-standard Conflict Minerals Reporting Template (‘CMRT’) to trace the origin of tin, tantalum, tungsten, and gold, and identify any smelters of concern. Suppliers linked to high-risk smelters are required to remove those smelters and resubmit their CMRT. We also engage collaboratively with suppliers and support industry-wide initiatives like the Assent outreach letter, which encourages smelters to meet recognised global standards. We have plans in place to responsibly disengage from any suppliers who cannot meet our growing sustainability demands.We’re taking further action by improving how we monitor greenhouse gas emissions (notably Scope 3), using CO2 calculations and life cycle assessments early in product development when relevant. Together with select suppliers, we’re lowering the carbon footprint of our products by adopting cleaner energy sources and streamlining manufacturing. Additionally, IMI works closely with major customers to help them achieve their own sustainability goals.

Turning waste into warmth

Green hydrogen is a key route to decarbonising energy systems, but high costs and inefficiencies have slowed adoption. In conventional electrolysis, valuable by-products such as waste heat are often unused, limiting overall system efficiency. Through a collaboration with a leading European energy research organisation, we are helping to change this. Using our VIVO PEM electrolyser, the project captures waste heat from hydrogen production and upgrades it for use in local district heating networks. By recovering energy that would otherwise be lost, the solution improves overall efficiency and supports more circular, sustainable energy systems, demonstrating how market-led innovation can accelerate the transition to a lower-carbon future.

Smarter heating at home

Residential heating is a major contributor to household energy use across Europe. While digital heating controls can help reduce consumption, many solutions are complex to install or unreliable in everyday use, limiting adoption and impact. The neo-K is a smart radiator head which was developed to be a simple plug and play digital solution to support energy reduction in homes. Its hybrid technology combines smart, app-based control with proven analogue temperature regulation, balancing power demand of radiators while maintaining consistent indoor comfort. Designed for easy installation and dependable operation, neo-K enables households to manage heating more efficiently, supports our market-led innovation strategic pillar, and the transition to more sustainable living.

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Sustainability continued

Climate Action

SDGs Sub target: 13.2

Overview

We are committed to lowering our carbon footprint and environmental impact by improving site efficiency, sharing successful strategies, and striving for ongoing reductions each year. In 2025, we planned, advanced, or completed a range of environmental projects focused on energy, water, waste, single-use plastics, hazardous materials, generating renewable energy and heat recovery. Our environmental performance is tracked and discussed monthly at Executive Committee meetings to ensure we keep improving. Our revised ambitious goal is to reduce our revenue CO2 intensity by 2030 by 60%, using 2019 Scope 1 & 2 GHG emissions as our baseline.

2025 highlights
– Scope 1 & 2 absolute location-based emissions reduced by 43% since 2019
– Scope 1 & 2 absolute market-based emissions reduced by 90% since 2019 versus our SBTi target of 67.2% by 2030
– Scope 3 emissions reduced by 11% since 2021
– Non-recycled hazardous waste reduced by 43% since 2022

2026 priorities
– Decarbonising our sites and operations
– Reducing our water withdrawal and non-recycled hazardous waste
– Supply chain management

Risks & opportunities
– Climate policy changes, shifting customer demands and supply-chain pressures create strategic and operational risks for IMI, affecting costs, competitiveness and compliance. See page 57 for linkage to our DMA.
– Acute and chronic physical climate impacts may disrupt sites and suppliers, requiring adaptation to maintain resilience and performance.

Our approach

Each manufacturing site has a sustainability lead and an Environmental Champion. This ensures we share best practices, coordinate project plans, and track performance across IMI. We communicate our initiatives and celebrate our successes using our internal communications platform.

Water

While water management does not constitute a material risk or opportunity for us, we acknowledge the significance of water as a vital global resource. Several of our facilities are situated in water-stressed regions, and we remain dedicated to minimising our water footprint. All locations systematically collect and report water data in compliance with our global Environmental Standard Operating Procedure (‘SOP’). Where applicable, sites implement water management plans. The majority of our sites use water solely for domestic purposes; however, in instances where water supports manufacturing activities, we consistently pursue efficiency improvements through targeted initiatives. Since 2020, we have reduced absolute water usage by 20% from 203,444m³ in 2020 to 162,201m³ in 2025 (2024: 172,021m³). Our water revenue intensity was 111m³ per million pounds of revenue in 2020, and we aim to maintain our intensity below 75m³ per million pounds of revenue. By the end of 2025, water intensity was 70m³ per million pounds of revenue (2024: 78m³ per million pounds of revenue). Rationale for the change in the 2020 water intensity metric is disclosed on page 103. We will review our usage in 2026 and revise our target if necessary. We support the CDP Water Security disclosure, which we complete annually, and in 2025, we maintained our B- score.

Air emissions

Air emissions are not a material risk for us, but we manage them as part of our environmental system. We comply with global regulations through the IMI HSE framework, ensuring each site identifies and adheres to local laws. Site leaders oversee legal compliance and monitor air, water and waste emissions. We’re developing an air emission inventory for all sites and improving reporting on emissions, reduction targets and waste.

Waste management

We reduced non-recycled hazardous waste from 387 tonnes in 2022 to 220 tonnes in 2025, a 43% decrease, and target a 50% reduction by 2030.

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This continued reduction has been achieved through active management of waste and making use of innovative recycling solutions.

Decarbonising plans

We place significant focus on decarbonising our operations. We have solar panels at 21 locations, generating 9,953 MWh of renewable energy in 2025 (up from 6,082 MWh in 2024). To support our environmental commitment, 21 of our 47 manufacturing facilities are ISO 14001 certified, and three are ISO 50001 certified. We also purchased renewable energy certificates covering 87% of our electricity consumption (versus 89% in 2024). We will continue investing in renewable energy in 2026, demonstrating our commitment to a better world.

Environmental reporting

Our CO2 emissions continue to decline thanks to ongoing operational improvements. We disclose and support CDP Climate, reporting our risk management and performance; our grade remains at B. We will review Water Security and Climate Change score reports with our Sustainability Strategy to further enhance environmental results. Our efforts include tracking Scope 3 emissions and calculating avoided emissions for select products. The Scope 3 emissions disclosed in the SECR table reflect increased travel distances arising from recent site consolidations.

Carbon disclosure

The adjacent table and supporting narrative summarise the Streamlined Energy and Carbon Reporting (‘SECR’) disclosure in line with the requirements for a quoted company, as per The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. See page 103 for further details of our change in CO2 intensity metric.

Scope 1 & 2 Emissions – tCO2e	UK 2025	Global 2025	UK 2024	Global 2024
Scope 1 – Natural Gas Usage	231	5,735	390	6,071
Scope 1 – Diesel Usage On-site	–	53	–	60
Scope 1 – Diesel Usage Company Vehicles	30	2,486	62	2,474
Scope 1 – Fuel Oil Usage	–	721	–	630
Scope 1 – Petrol Usage Company Vehicles	–	625	–	569
Scope 1 – Liquefied Petroleum Gas Usage	–	484	5	547
Scope 1 – Combined Heat and Power Usage	–	–	–	–
Scope 1 – Refrigerants	13	29	48	184
Scope 1 – Total	274	10,133	505	10,535
Scope 2 – Location-based	721	22,665	1,330	26,458
Total (Scope 1 & 2)	995	32,798	1,835	36,993
Consumption – kWh
Scope 1 – Total	1,382,576	48,953,166	2,400,314	50,503,400
Scope 2 – Total	4,073,151	83,187,826	6,425,783	91,426,052
Total (Scope 1 & 2)	5,455,727	132,140,992	8,826,097	141,929,452
Revenue (£m)	133	2,304	130	2,210
Intensity ratio: tCO2e (gross Scope 1 & 2) per £million of revenue	7.5	14.2	14.1	16.7

Scope 1, 2 & 3 Emissions – tCO2e	UK 2025	Global 2025	UK 2024	Global 2024
Scope 3 – Car Travel	156	747	135	720
Total (Scope 1, 2 & 3) – tCO2e	1,151	33,545	1,970	37,713
Consumption – kWh
Scope 3 – Total	641,875	3,071,073	560,925	2,983,549
Total (Scope 1, 2 & 3) – kWh	6,097,602	135,212,065	9,387,022	144,913,001
Intensity ratio: tCO2e (gross Scope 1, 2 & 3) per £million of revenue	8.7	14.6	15.2	17.1
Scope 2 – Market-based – tCO2e	46	3,980	99	3,542

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Methodology

We calculate our GHG emissions using the GHG Protocol: A Corporate Accounting and Reporting Standard (revised edition, 2015). Responsibility for emissions sources is determined using the operational control approach. All emissions sources required under The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 are included. The scope of emissions covers the following sources: natural gas, fuel oil, liquefied petroleum gas (‘LPG’), diesel, petrol, combined heat and power (‘CHP’), electricity and business travel in employee owned or hire vehicles. The UL 360 Sustainability Software GHG (Greenhouse Gas) emission tool was used to calculate and consolidate the Scope 1 & 2 emissions adopting a location-based and market-based approach.The tool used the following conversion factors: Scope 1 – UK Government’s GHG Conversion Factors used for all sites. Scope 2 – UK Government’s GHG Conversion Factors are used for UK sites and the International Energy Agency’s (‘IEA’) conversion factors are used for non-UK sites. In addition, for our market-based calculations, the Reliable Disclosure (‘RE DISS’), AIB European Residual Mixes and Green-e are used. Our reported Scope 3 emissions were calculated by converting mileage into emissions using UK Government’s GHG Conversion Factors for Company Reporting. Our carbon reporting statistics demonstrate that our recent performance of tCO 2 e has continued to improve. On a like-for-like basis, we achieved our target to keep emissions below 2019 levels for 2025. The Scope 1 & 2 data in our SECR table has been externally verified by Ricardo Energy & Environment, who performed a limited level verification review in accordance with the requirements of ISO 14064-3 and the GHG Protocol Corporate Standard. Of the 2025 total: our direct Scope 1 emissions of tCO 2 e (in essence gas, diesel and fuel oil consumed) amounted to 10,133 tonnes; and our indirect Scope 2 emissions of tCO 2 e (in essence the emissions generated on our behalf to provide our electricity) amounted to 22,665 tonnes. The emissions total represents a 43% reduction compared to 2019 for Scope 1 & 2. We report the intensity metric of gross tCO 2 e per million pounds of revenue as a unit of comparison to reflect our operational performance compared to carbon output, as we feel this provides a more reflective measure of emissions versus our output. Our 2025 intensity ratio based on Scope 1 & 2 emissions is 14.2 tCO 2 e per million pounds of revenue (2024: 16.7 tCO 2 e per million pounds of revenue). This compares to our 2019 baseline of 30.7 tCO 2 e per million pounds of revenue. We are on track to achieve our new target of 60% reduction compared to the 2019 baseline intensity by 2030.

Sustainability continued Scope 3 emissions

Our 2025 Scope 3 assessment has been conducted using a combination of volume data, spend data, and standard estimation techniques. Recognising the importance of data accuracy, we have been working to improve data quality and collection. Our assessment follows methodologies specified by the Greenhouse Gas Protocol and the UK’s Environmental Reporting Guidelines. Enhancing our data and disclosure involves collaboration with suppliers and a focused approach from our supply chain teams. Our Scope 3 inventory was calculated using the Greenhouse Gas Protocol Corporate Value Chain (Scope 3) Standard. Categories 8, 10, 13, 14 and 15 are not applicable to us and were not quantified. This inventory has not been externally verified. The largest Scope 3 category is purchased goods and services, accounting for 77% of total Scope 3 emissions. In addition to our Scope 1 & 2 targets, we have committed to a 25% reduction in Scope 3 emissions by 2030, which has been approved by the SBTi. We continue to focus on understanding product emissions, materials traceability and supplier engagement. Product innovation and improving our efficiency remain key areas for us. Total Scope 3 emissions have decreased 2% in 2025 to a total of 508,760 tCO 2 e. This is a total reduction of 11% compared to the 2021 baseline. This has been achieved with further focus on recycled input materials.

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Category	Category name	Methodology followed	Total GHG emissions tCO 2 e 2025	2024	2023
1	Purchased goods and services	Average data based for key input materials Spend-based for all other purchases	392,568	401,590	388,760
2	Capital goods	Spend-based	22,091	20,466	20,346
3	Fuel- and energy-related activities	Based on actual consumption of fuels and electricity	9,269	9,423	9,891
4	Upstream transportation and distribution total	Estimated from transport distances and shipment weights	35,938	27,919	43,936
5	Waste generated in operations	Based on waste disposal quantities with assumptions on waste type and disposal route	738	1,208	1,985
6	Business travel	Emissions based on actual journeys and distance	14,814	15,524	15,268
7	Employee commuting	Estimated from employee numbers, with assumptions of travel distances and modes	13,283	12,600	13,056
8	Upstream leased assets	Not applicable	–	–	–
9	Downstream transportation and distribution	Approximated from sales channels and volumes	5,958	13,960	21,968
10	Processing of sold products	Not applicable	–	–	–
11	Use of sold products	Estimated from sales quantities and annual energy usage per electricity-using product, accounting for territory of sales (Climate Control only)	13,411	15,231	11,995
12	End-of-life treatment of sold products	Estimated from sold material quantities for key materials only, assumed disposal routes (recycled) Excludes some known areas such as packaging	690	533	2,171
13	Downstream leased assets	Not applicable	–	–	–
14	Franchises	Not applicable	–	–	–
15	Investments	Not applicable	–	–	–
	Total		508,760	518,454	529,376

TCFD and Climate Transition Plan reporting

We recognise the scale of the climate change imperative, which presents both risks and opportunities for our growth strategy and transition in line with our SBTi commitments. Our growth is driven by our ability to innovate, helping our customers and their end markets reduce their carbon footprint. We have set ambitious targets and received approval from the SBTi in 2024. We are actively working to improve our climate-related disclosures, including providing additional information on our website, www.imiplc.com. See pages 44 to 45 of the Responsible Business section for details on our Responsible Reporting plans related to ISSB and CDP. For example, we have mapped our Global Reporting Initiative (‘GRI’) disclosures against the DMA material outputs that include the climate related risks and opportunities. In accordance with the requirements of LR 6.6.6R(8) (UK Listing Rules) and the Companies Act 2006 as amended by the Companies (Strategic Report) (Climate related Financial Disclosure) Regulations 2022, IMI’s climate related disclosures are consistent with the eleven recommendations of the Task Force on Climate-related Financial Disclosures. Following the output of our DMA and our review of complementary emerging climate-related standards and frameworks, we are developing a comprehensive Climate Transition Plan. This plan builds on our existing climate commitments while incorporating recommendations from the UK Transition Plan Taskforce (‘TPT’) Disclosure Framework and IFRS S2 requirements. We take reaching net zero, as per our approved SBTi targets, very seriously and this important workstream will be used to drive our focus in this area. Our transition planning approach focuses on:

– Detailed emissions reduction pathways
– Technology, energy and product solution investment roadmaps
– Capital allocation strategies
– Supply chain engagement
– Climate-related risk management

The plan’s development integrates our TCFD stakeholder input, scenario analysis, and financial materiality assessments to ensure robustness and credibility, as we prepare for anticipated UK regulatory requirements regarding transition plan disclosures. This structured approach supports our net zero commitments while maintaining transparency on our decarbonisation journey. We will continue enhancing our disclosures as reporting frameworks evolve into 2026 and stakeholder expectations advance.

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TCFD disclosures

Governance

a) Describe the Board’s oversight of climate-related opportunities and risks

How we comply

The Board holds ultimate responsibility for IMI’s sustainability agenda, encompassing:
– Defining the ‘Creating a Better World’ sustainability strategy and reviewing and approving the associated Sustainability Framework, strategy, and priorities
– Evaluating and consistently monitoring the Company’s climate-related opportunities, risks, and risk appetite
– Identifying emerging climate-related risks and conducting assessments of their materiality and potential impact on financial statements
– Receiving periodic updates from the Better World Committee on progress towards targets related to the reduction of water usage, waste, and greenhouse gas emissions, along with feedback from the Investor Relations team regarding shareholder and rating agency expectations for sustainability
– Ensuring that the Remuneration Committee incorporates CO 2 intensity reduction within IMI’s incentive plans, while the Audit Committee reviews regulatory guidance to uphold compliance with sustainability reporting requirements
– Forming a Board-level Sustainability Committee tasked with overseeing the development and execution of the sustainability strategy as approved by the Board

The Sustainability Committee is chaired by Thomas Thune Andersen, who brings substantial expertise in sustainability to the role. The Committee focuses on stakeholder perspectives and advances IMI’s sustainability agenda across the Climate Action and Sustainable Solutions pillars, as well as Responsible Business components. Sustainability competence and experience are considered essential qualifications for non-executive director appointments. The Committee met three times in 2025 and the Board received reports on the Committee’s activities following each meeting. Progress made in 2025 during three meetings Each director continues to have specific measurable sustainability targets built into their strategic and personal objectives such as progress against our near-term Scope 1, 2 & 3 targets and our water and waste metrics. The Board, reviewed targets and progress.During 2025 we reviewed site-by-site natural catastrophe hazards and overlayed water stress analysis to establish sites at increased risk of experiencing the effects of climate change. Further improvement We will continue to enhance the integration of climate-related opportunities and risks into IMI’s risk management framework and business processes and include additional financial analysis of these impacts. Continue to deliver climate education for the Board through the Sustainability Committee.

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TCFD disclosures continued

Governance continued

b) Describe management’s role in assessing and managing risks and opportunities

How we comply

The execution of our sustainability strategy is delegated to the Chief Executive Officer, supported by the Executive Committee. The IMI Executive Committee are updated on climate-related issues by the Head of Sustainability, who chairs the management level Better World Committee, sub committees, and third-party consultancy Ricardo (a member of WSP). The Executive Committee monitors and reviews sustainability progress, climate-related risk management processes, and bi-annually analyses IMI’s risk profile, including data and actions taken.

The Executive Committee continues to review and support:
– All sustainability achievements and targets for inclusion in the Annual Report and other external reporting such as GRI Index
– The sustainability strategy and proposals to the Sustainability Committee and Board, where appropriate
– Updates on the latest climate-related reporting requirements and monitoring of our external sustainability rankings (e.g. CDP, MSCI, etc.)
– Scope 3 work, including the assessment of emissions, reduction plans and target setting
– Approaches to health and safety, employee development, inclusion and diversity, talent management, and cross-functional collaboration to promote innovation, specialised skills, and knowledge essential for the net zero transition and long-term organisational resilience

Luke Grant, Chief Financial Officer, has designated responsibility for executive sponsorship of the Better World Committee.

Progress made in 2025

The Board and the Executive Committee reviewed climate-related risks and opportunities twice during 2025 as part of a wide review of risk and sustainability matters. The Board and Executive received updates on the opportunities identified by our Growth Hub teams who develop solutions for customers by solving their problems. These problems often include sustainability-related issues such as energy efficiency and reducing downtime.

Further improvement

The Executive Committee will continue to enhance its knowledge and understanding of climate-related opportunities, risks, and their financial impacts through regular governance processes, as detailed in the Corporate Governance Framework. We are evolving our Governance Framework for managing and overseeing risk and sustainability matters, building on our progress to date. Key strategic actions for both the near and long-term have been identified to effectively manage these risks and opportunities. Assigning responsibility to relevant teams will ensure resiliency measures are tracked and implemented accordingly.

More information on governance Read more on page 82

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Strategy

a) Describe the climate-related opportunities and risks the organisation has identified over the short, medium and long-term

How we comply

The climate-related materiality assessment, conducted in 2023, identified 45 risks and opportunities, each scored based on IMI’s business sensitivity and adaptive capacity. The analysis classified 19 of these as climate-material to IMI. These 19 climate-material risks and opportunities were grouped into priority focus areas, consistent with the TCFD categories and IMI’s sustainability strategy, including:

Opportunities:
1. Market expansion and innovation
2. Alternative fuels
3. Climate-related policy and legislation
4. Product portfolio
5. Supply chain and operational excellence

Risks:
1. Climate-related policy and legislation
2. Product portfolio
3. Supply chain operational excellence
4. Physical risks (acute and chronic)

For more information on the risk and opportunity definitions, see the strategy scenario section (pages 200 to 207).

Transition risks and opportunities were considered over the following time frames: short-term (now 2030), medium-term (2030-2040), and long-term (2040+). Physical risks were considered over longer time frames: short-term (2021- 2040), medium to long-term (2041-2060), and very long-term (2061-2100). These time frames were considered with reference to the scenarios selected on page 201.

To capture all of our global operations, the process for identifying and managing risks and opportunities involves the participation of management and their teams at operating sites and across platforms in different geographies.

Progress made in 2025

In 2025 we continued to review and incorporate updates to our risk identification process.

Further improvement

In line with TCFD best practices, we will review our risks and opportunities at least annually to ensure these are considered and, where possible, directly integrated into our Group Risk Management Framework.

b) Describe the impact of climate-related opportunities and risks on the organisation’s business strategy and financial planning

How we comply

We identified that climate-related opportunities and risks will impact our business strategy and financial planning. Where possible, we have provided financial and business assessments of these material risks and opportunities. Three specific risks and opportunities underwent detailed quantitative financial assessment:

Opportunities:
– Increased product demand
– Growth in hydrogen solutions

Risks:
– Oil & gas market exposure

Key outputs are presented as changes compared to a reference scenario over the 2030 and 2050 timeframes. See page 202 for more details.

Progress made in 2025

We are building on our 2023 financial modelling of climate-related scenarios (see page 201) and have implemented monitoring of the financial impacts of the Carbon Border Adjustment Mechanism (‘CBAM’) and other relevant regulatory developments. To address supply chain risks, our teams continue to secure dual sourcing for key components and formalising supplier agreements to prioritise customer needs. Climate change risks and water stress are now included when reviewing the feasibility of site moves and manufacturing changes. We also conducted an IFRS S1 and S2 gap assessment as part of our early planning cycle for reporting.

Further improvement

We plan to undertake a comprehensive update of our climate scenario analysis in line with the three-year cycle. We will build on our existing plans to ensure a standardised approach is implemented at each site/location to address decarbonisation and adaptation planning to improve resiliency in line with our SBTi and Climate Action targets. This work is updated each year and will continue in 2026. We will also evaluate the indirect costs of carbon by business to inform procurement strategy resilience.

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Strategy continued

c) Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario

How we comply

With support from Ricardo, our third-party consultants, we conducted a climate scenario analysis study across four wide-ranging scenarios to examine impacts over long-term time horizons (see page 201). To address both transitional and physical risks and opportunities, we selected two scientifically recognised organisations, the IEA and IPCC, to assess our business impact and resiliency under different hypothetical futures. In total, four scenarios were selected, with two from each organisation (see page 200 for more details on the selection process).

We acknowledge the importance of fostering resilience when faced with climate-related opportunities and risk (pages 200-207). The transition to a low-carbon economy under both IEA scenarios is creating new revenue opportunities for us, as well as challenges from rapid technological, regulatory, and behavioural changes. Our market-led innovation, sustainable investment, clear sighted strategy, and excellent stakeholder management continue to strengthen our resiliency response to mitigate climate-related risks while capitalising on opportunities.

We recognise the importance of assessing and managing physical risks associated with climate change. We conduct comprehensive risk assessments to identify vulnerable assets through our third-party insurance provider and prioritise adaptation strategies. This involves regularly monitoring and evaluating the performance of our assets in the context of changing climate conditions. By leveraging advanced technologies and data driven insights, we aim to optimise asset performance, reduce vulnerabilities, and ensure long-term sustainability.

Progress made in 2025

To align with best practices, our ambition is to renew our detailed comprehensive climate scenario analysis every three years as required by the UK Listing Rules, unless there is a significant change to the business or external change related to identified risks and opportunities that requires an update sooner. Our last scenario analysis was conducted in 2023 and was approved by the Board in February 2024 and disclosed in the 2023 Annual Report.Our later DMA process provided useful validation of this process as we held a focus group to assess the scoring and impacts within our value chain. No substantial changes in the climate-related risks and opportunities assessed in 2023 were identified through the DMA. Our next planned date for a full climate scenario analysis will be in 2026. We intend to continue to review our climate-related risks and opportunities annually through our risk management process, adjusting any financial impacts based on the latest data and drive progress on our resiliency actions in line with our targets and goals.

Further improvement

To align with TCFD and IFRS S2 best practices, we will renew our scenario analysis every three years to ensure we provide the most up to date and relevant information, unless a significant change to the business or external environment warrants a quicker refresh. We will continue to drive our process for resiliency action ownership in line with our Climate Action targets and goals across the organisation.

More information on strategy Read more relating to the strategy in our scenario analysis section on pages 200 to 207

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Risk management

a) Describe the organisation’s processes for identifying and assessing climate-related risks

How we comply
Climate-related risks are considered as part of IMI’s risk management process and through our Better World agenda. These risks, identified and reviewed by the sectors and functions, supported by risk champions, map to several principal risks and are included in annual risk management presentations to the Executive Committee and the Board. We have production disruption as a principal risk which covers business disruption relating to natural disasters, extreme weather events, physical risks from climate change, and the risk of failing to adapt to climate change. Climate change is a feature of the following principal risks:
– Ethics, compliance and governance
– Talent and engagement
– Lack of innovation
– Production disruption

Climate-material risks and opportunities were grouped under Priority Focus Areas before conducting the climate scenario analysis. A financial overlay identified a subset of these as financially material, assigning a lower and upper business revenue exposure range over the near-term five-year timeframe.

Progress made in 2025
We continue to build on the work conducted in 2023 on assessing our climate-related risks and opportunities and have incorporated the additional outcomes of the site-by-site natural hazard analysis into our assessments.

Further improvement
We will continue to monitor and assess the risks and opportunities that were not deemed financially material as part of our annual risk management process, as they may become significant in the future due to new developments in our business or market conditions. We will maintain a comprehensive global review of current and emerging climate-related regulatory developments and continue analysing and monitoring risks relevant to IMI’s assets, supply chain, value chain stakeholders, and products and services.

b) Describe the organisation’s processes for managing climate-related risks

How we comply
To enhance the Board’s strategy resilience through the lens of climate change, the comprehensive analysis of climate risks and opportunities for IMI prepared in 2023 using the TCFD framework is maintained and referenced when preparing strategic plans for Board review (see page 200). Our engineering and procurement teams are continuously reviewing product components, obtaining certifications for more sustainable materials, and refining sourcing policies to ensure good availability and pricing. Production and supply chain teams are diligently assessing product compliance with new regulations and exploring alternatives for various components, such as reducing lead content in brass. Across our sectors, we have selected suppliers to investigate sustainability topics, including climate impact, human trafficking and slavery, organisational commitment, and labour rights, in collaboration with our third-party compliance partner.

Progress made in 2025
Key climate-related risks and opportunities are reviewed and discussed at our sector operating performance reviews. Climate risks are assessed by sector leadership teams before being presented to the Executive Committee for review and inclusion in the wider risk register. During 2025, we introduced a sector risk committee to review the risk profile of our operations which included a review of climate-related risks and mitigating actions.

Further improvement
To increase resilience and mitigate climate-related risks, we continue to execute our strategy by focusing investments into more resilient, low-carbon markets. These markets provide solutions to support the transition and mitigate the long-term effects of climate change through innovation and technology transfer. This strategy includes both organic and inorganic growth investments, guided by our Product Sustainability Assessment. We will also continue to collaborate with our risk champions to ensure focus and accountability in addressing these risks and opportunities.

c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management

How we comply
Climate-related risks are identified and reviewed by sector or functional teams as relevant, supported by relevant risk champions. The most important, inform our Group and principal risks. These are included in risk management presentations to the Executive Committee and the Board. During 2025, we reviewed and confirmed the previous mapping exercise to integrate, match, and overlay the resulting climate-related material risks in the principal risk register.

Progress made in 2025
We are introducing a risk portal to digitise our risk management process which we will use for identifying, monitoring, and assessing climate-related emerging issues. This will help us regularly update our Sustainability Committee and Board.

Further improvement
We continue to include climate-related risks in the risk management process and implement mitigation actions where appropriate.

More information on risk management See risk management on page 65

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Metrics and targets

a) Disclose the metrics used by the organisation to assess climate-related opportunities and risks in line with its strategy and risk management

How we comply
We are committed to ambitious, science-based climate targets, focusing on reducing emissions and minimising our environmental impact. To achieve these goals, we have established several climate-related metrics aimed at cutting greenhouse gas emissions, water usage, and waste (see page 43). In addition, our Scope 1 & 2 reduction targets feature within our Executive Remuneration structure (see page 116). We are proud to announce that our Scope 1 & 2 greenhouse gas emissions have been verified by a third-party consultancy according to ISO Standard ISO 14064-3, underscoring our commitment to transparency and accountability.

Progress made in 2025
While we have considered various metrics for climate-related risks, the metrics and targets set out on page 43 demonstrate our commitment to mitigating these risks. This commitment is reinforced through our sustainability linked revolving credit facility, which links financing terms to performance against key metrics, including Scope 1 & 2 CO₂ intensity, water intensity, and women in management. In addition, IMI’s Scope 1, 2 & 3 near-term and net zero climate targets have been approved by the Science Based Targets initiative (‘SBTi’).

Further improvement
We will continue to evaluate options to develop an internal carbon price, to guide investment decisions and capital allocation, including consideration of the financial impact of potential carbon regulations e.g. EU CBAM. Recognising the importance of an internal carbon price as a forward-looking metric, we plan to incorporate this into our net zero and transition plan workstream in 2026. This will help us better manage climate-related transition risks and opportunities.

b) Disclose Scope 1, Scope 2, and if appropriate, Scope 3 emissions, and the related risks

How we comply
Details of our achievements against our climate-related targets, including CO2 intensity, can be found in the ‘Sustainability at a glance’ section of this Annual Report (see page 43). We complete our Scope 1 & 2 calculations annually, verified according to ISO Standard ISO 14064-3. Additionally, we conduct Scope 3 calculations and plan to have these verified. We follow the Defra Environmental Reporting Guidelines (2019) and the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition). Historical periods are included to allow for trend analysis.

Progress made in 2025
We have worked with our third-party consultants, Ricardo (a member of WSP) to calculate our Scope 1, 2 & 3 emissions.

Further improvement
We continue to strive to improve the quality of our Scope 3 analysis and data.

c) Describe the targets used by the organisation to manage climate-related opportunities and risks and performance against targets

How we comply
Our strategy is aligned to our sustainability ambitions, including our targets which have been approved by the Science Based Targets initiative (‘SBTi’):
– Reduce our total Scope 1 & 2 CO2 intensity by 60% by 2030 (based on a 2019 baseline) and achieve net zero for these emissions by 2040.
– 2025: 54% reduced.– Reduce Scope 3 emissions by 25% by 2030 (2025: 11% reduced compared to the baseline) and reach net zero by 2050 (SBTi approved) – Maintain water intensity (m³ per million pounds of revenue) below 75m³ per million pounds of revenue (a 33% reduction compared to 2020). 2025: 70m³ per million pounds of revenue. See our website for current and historic data – Cut non-recycled hazardous waste by 50% by 2030 (compared to 2022). 2025: 43% decrease. – Reduce absolute market-based Scope 1 & 2 emissions by 67.2% by 2030 from a 2019 baseline of 39,009 tCO 2 e (SBTi approved). 2025: 64% reduced. See our website for current and historical figures. Progress made in 2025 We have integrated our Climate Action strategy output, including our updated assessment of net zero initiatives, into a draft Climate Transition Plan which we continue to develop and will complete in 2026. Further improvement Continue to expand Scope 3 verification. Advance a Climate Transition Plan in line with the TPT framework in 2026 and report appropriately. Continue to expand and develop carbon emission reporting by product. More information on metrics and targets See SECR table page 55, Sustainability at a glance pages 42 to 43 Sustainability continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 202563

Non-financial and sustainability information statement

This statement is made in compliance with sections 414CA and 414CB of the Companies Act 2006 (Companies Act) to provide an understanding of our position on key non-financial matters.

Description of the business model

Our business model is on page 5.

Non-financial key performance indicators

Non-financial KPIs on pages 28 and 29.

Our policies

Policies with an * are published on our website www.imiplc.com. All other policies mentioned are available to employees via IMI’s internal communications platform, Workvivo. Our Code of Conduct sets our ethical standards and we operate a Global Speaking Up Policy. We also now have a Sustainability Policy, which sets out our overarching commitments to responsible and sustainable business practices. Our policies are described in more detail in the Sustainability Report on pages 40 to 63.

Policy, due diligence and outcomes

Our risk management framework is on page 66. Our principal risks and uncertainties are covered in pages 65 to 70. Our viability statement and going concern statement is on pages 71 and 72. More information is described in the Audit Committee Report from page 98 to 101.

Environmental matters

Environmental matters feature in our principal risks including ethics, compliance and governance on page 69 and production disruption on page 68. We maintain a Group HSE Policy and have embedded an HSE Framework to monitor site HSE controls. Our sustainability reporting is on pages 40 to 63. Our Task Force on Climate-related Financial Disclosures is on pages 57 to 63. Details of our 2025 carbon reduction can be found on pages 54 and 55.

Employees

Our employee-related risks are talent and culture described on page 68 and ethics, compliance and governance covered on page 69. The Empowering People section of the Sustainability Report on pages 48 to 51 describes:
– Our performance culture
– Our employee engagement activities including the 2025 engagement score – see also a description of the activities of our workforce engagement NED on page 87
– Our Board Policy on Diversity, Inclusion and Equal Opportunities and practices – more information is in the Nomination Committee Report on pages 94 to 97. Our Gender and Ethnicity Pay Report* is on our website
– Our policies and approach to wellbeing and development, including our Global Menopause Policy.

We maintain a Group HSE Policy and have embedded an HSE Framework to monitor site HSE controls. Our health and safety performance, including our Total Recordable Incident Frequency Rate, is described on pages 29 and 51.

Social matters

Principal risks associated with social matters are product failure and non-compliance on page 69, ethics, compliance and governance on page 69, production disruption on page 68 and talent and culture on page 68. We maintain a Group HSE Policy and have embedded our HSE Framework to monitor site HSE controls. Our health and safety performance is described on pages 29 and 51. Our Supply Chain Code of Conduct* sets out ethical standards for our direct suppliers and we operate a Global Supply Chain Onboarding Policy. More information can be found in the Responsible Business section of the Sustainability Report on pages 44 to 47.

Human rights

Our commitment to human rights is summarised in the Responsible Business section of the Sustainability Report on page 47 and outlined in our new Human Rights Policy. Our Modern Slavery Act Statement describes our key risks and our processes. Our most recent statement is available on our website. The main principal risks linked to human rights are ethics, compliance and governance on page 69 and production disruption on page 68. Our policies related to human rights include our Code of Conduct, our Global Speaking Up Policy, our Supply Chain Code of Conduct* and we operate a Global Supply Chain Onboarding Policy. More information can be found in the Responsible Business section of the Sustainability Report on pages 44 to 47. Our new Global AI Policy describes how to use data and AI responsibly. Our employment-related policies are described in the Empowering People section of the Sustainability Report on pages 48 to 51.

Anti-bribery and corruption

We have mature bribery prevention procedures that are described in more detail on pages 46 and 47 of the Responsible Business section of the Sustainability Report and within the description of our principal risk, ethics, compliance and governance on page 69. Our Global Speaking Up Policy and our Internal Investigations Protocol cover the reporting and investigating of any concerns raised. Our Corporate Tax Strategy* can be found on our website.

Stakeholders and our section 172(1) statement

Stakeholder engagement information is on pages 36 to 39 and 86 to 92. Directors must promote the Company’s success for shareholders and other stakeholders including employees, suppliers, and the community. Details about the Board’s considerations under Section 172 (a)–(f) of the Companies Act 2006 are available on pages 90 to 92.

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Risk management

How we manage risk

Effective risk management is crucial for both our strategy and daily operations, as it protects our assets and ensures we follow regulations. Our thorough risk management approach helps us spot potential threats and opportunities early on, building resilience and supporting sustainability. This system lets us identify, assess, and handle risks including new ones that could affect how well we perform, our reputation, or our ability to carry out our plans.

The Board has carried out a robust assessment of the emerging and principal risks. The Board agrees IMI’s risk appetite that sets out how much risk we’re willing to accept to reach our goals, reflecting our focus on financial stability, strong reputation, and sustainable profitable growth. By aligning our risk taking activities with our risk appetite, we ensure that we pursue opportunities that offer the best potential for reward while managing potential downsides effectively.

Our risk management framework is dynamic, documented and regularly reviewed. By conducting risk assessments, monitoring risks and implementing internal controls, we can pursue opportunities without exposing IMI to unexpected or excessive levels of risk. By embedding risk management into our corporate culture, we enhance decision-making processes, protect stakeholder value and drive long-term growth.

Our approach is structured around the three lines of defence model:

First line – risk ownership and management. Everyone is responsible for identifying and managing risks as part of their role to support delivery of IMI’s strategic objectives. This includes applying the IMI values, policies, procedures and internal controls.
Second line – monitoring and compliance. This is the oversight, review and challenge provided by sector leadership teams, functional leadership, the Chief Operating Officer’s team, the Executive Committee and the Board. A range of policies, frameworks, tools and support are developed and provided to enable risk and compliance to be managed by the first line.
Third line – independent assurance. Independent assurance is provided through a combination of the Group Assurance function and external assurance providers. Operating outside the risk management and operational processes, the third line evaluates how effectively the first two lines manage IMI’s risks and offers an objective view of overall control effectiveness. This independent oversight also includes monitoring the work undertaken by the sector audit teams.

Our Governance Framework

Our risk management governance framework is embedded at all levels of the organisation. This framework includes clear policies and procedures, defined roles and responsibilities, and regular reporting and communication channels. It integrates risk management into strategic planning and decision-making processes. It uses a ‘top down, bottom up’ approach that allows the Board, the Executive, Group functions, sector and site leadership teams to assess risks and to monitor the measures used to mitigate or avoid such risks. This ensures alignment with our strategic goals and our Board approved risk appetite. For more information on the role and responsibilities of the Board and its Committees, please refer to pages 82 to 84 of the Corporate Governance Report.

Risk activities in 2025

We have continued to refine our risk management framework in 2025.We introduced the Sector Risk Committee, which meets twice a year, comprises the Executive Committee, Head of Risk and Sustainability and Sector Presidents and reviews each sector’s risk profile. As well as continuing to foster our safety-first culture, key activities have included re-evaluating the relevancy and description of our principal risks. As a result, we decided to:

– remove the principal risk of delivering transformation projects on time and within budget as our 2019 restructuring programme has now concluded;
– and merge failure to manage the supply chain with natural phenomena and climate change to become production disruption.

These updates ensure that our risk management efforts are aligned with our strategic priorities and better positioned to support sustainable, profitable organic growth.

– Evaluating cyber risk following our attack in February 2025 has been a significant area of focus for us. We continue to invest in our cyber defences to mitigate this evolving risk
– We have also enhanced our digital capabilities and promoted the responsible use of AI
– Managing global economic and geopolitical risks is a critical component of our risk management strategy. There have been escalating conflicts and significant political shifts in 2025. We continuously monitor global economic trends and geopolitical developments to anticipate and mitigate potential impacts on our strategic goals, operations and compliance. This includes diversifying our supply chain, engaging in active scenario planning, and maintaining strong relationships with key stakeholders. We have also worked hard to mitigate against the impact of global tariffs applied by various governments
– Updating our risk assessments to ensure alignment with the outcome of the Double Materiality Assessment in 2024 has refined our understanding of business risks and enabled us to integrate sustainability deeper into our risk management processes, in particular supply chain and impacts of extreme weather
– Initiating a review to revise our risk management and internal control processes to develop a unified approach to both financial and non-financial risks and opportunities
– Implemented a controls and risk assessment and monitoring portal (AuditBoard) where we have identified material controls from principal risks and embedded these into the tool

Responsibility for IMI’s risk management has now moved to a newly created role, Head of Risk, who reports to the Chief Financial Officer. Looking ahead to 2026, we anticipate our key risk focus areas will include:

– Enhancing our cyber security posture, building upon the lessons learned from the cyber incident in the first quarter of 2025
– Strengthening our supply chain, embedding resilience and meeting evolving sustainability requirements
– Continuing our focus on maintaining a safety-first workplace
– Investing in new technologies and innovative solutions to maintain our competitive edge and drive growth
– Addressing climate-related exposures by advancing our sustainability initiatives and reducing our carbon footprint
– Staying ahead of and promoting compliance with evolving and fragmented regulations

By proactively addressing these risks, we ensure business continuity and protect our long-term growth prospects.

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Board

The Board holds ultimate responsibility for shaping organisational culture, approving strategy, and ensuring the effectiveness of IMI’s risk management and internal control frameworks. It evaluates principal risks (including ESG risks via the Sustainability Committee), monitors emerging risks, and sets the Group’s risk appetite, determining the nature and extent of risk to be undertaken in pursuit of long-term strategic objectives.

Oversight and monitoring are conducted at Board level or via its Committees, utilising governance processes such as strategy reviews, executive reporting, and targeted analysis of specific risk areas. The Board receives regular updates from subject matter experts regarding key risks, along with reports on issues raised through the IMI Hotline. Furthermore, it reviews the effectiveness of whistleblowing, bribery prevention, and anti-fraud procedures. Additional details regarding the Board’s role are available on page 82 of the Corporate Governance Report.

Our Governance Framework

Emerging risks

Our assessment of emerging risks is a continuous process that involves horizon scanning and scenario analysis to identify potential threats and opportunities that could impact our business. Emerging risks are considered throughout the Board cycle, including during the Board strategy and in risk reviews. Below Board level, emerging risks are considered at Executive meetings and as part of operational performance reviews of each sector and the Sector Risk Committee.

The Board and the Executive Committee review the outcome of the emerging risk assessment. In 2025, we identified several new emerging risks, including rapid and regulatory changes in digital and AI laws. We continue to monitor this evolving situation to assess the risk of escalation as part of our existing principal risks. By staying vigilant, we aim to develop strategies to mitigate their impact, ensuring that IMI remains resilient and well-positioned for future success.

We do not expect all emerging risks to become future principal risks at this stage; however, we track them to gain a better understanding of their trajectory and potential impact. We continue to be vigilant and ensure that we have appropriate mitigations in place for the early identification and quantification of risks. More detail on how our climate-related risks may evolve is contained in our TCFD statement on pages 57 to 63.

Risk management continued

Audit Committee: Reviews the effectiveness of IMI’s risk and internal control frameworks for financial risks, receiving reports from our external auditor and our internal, independent Group Assurance team. It also reviews the results from the internal controls declarations self-assessment process. Please see the Audit Committee Report from page 98 for more information.
Sustainability Committee: The Sustainability Committee oversees the effectiveness of the IMI’s sustainability-related risks and opportunities, ensuring that material ESG and climate risks are identified, assessed and integrated into the wider risk management framework. It reviews disclosures and performance against sustainability commitments, receiving updates on emerging risks, regulatory developments and the robustness of associated mitigation plans.
Executive Committee: Supports the Chief Executive Officer, who has overall responsibility for establishing risk management and internal control systems and ensuring that risks are appropriately managed. The Executive Committee receives reports on and evaluates business risk profiles, communicates risk appetite and assesses emerging risks. It also ensures that the risk appetite of the Board is communicated across the business, escalates issues to the Board as required and proposes principal risks for reporting to the Board. In its review capacity, the Executive Committee evaluates IMI’s risk profile.
Sector Risk Committee: Provides a forum for Sector Presidents to present sector risk profiles for review and discussion. These risk profiles inform the Group risk profile. This Committee considers the appropriateness of sector responses to identified risks and checks for any gaps, and requires risk owners to evidence how they provide assurance that controls are effective.
Head of Risk: Responsibility for the development of the Group risk management framework sits with the Head of Risk who supports the Executive Committee in identifying and assessing risks.
Group functions: Responsible for setting appropriate functional risk management policies and controls at Group-level and supporting the sectors in their implementation of these policies to ensure that risk appetite is understood and risks are appropriately managed. Group functions develop a standardised approach to identifying and reporting risk as well as monitoring risks and related key controls.
Sector leaders: Responsible for day-to-day identification and management of risks within their sector, ensuring that business activities are conducted in accordance with Group and sector policies and standards. Sector leaders also review the results from relevant assurance activities and require risk owners to evidence how they provide assurance that controls are working effectively.
Site leaders: Responsible for day-to-day identification, management and escalation of risks at their site, ensuring that business activities are conducted in accordance with Group and sector policies and standards.

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Our principal risks

The principal risks facing IMI are shown in order of priority in the table below. This analysis covers how each risk (net of mitigating controls) could impact our strategy, our risk appetite to the particular risk and how our assessment has changed during 2025. It also explains what we are doing to monitor and mitigate each risk area. The rating shown is a combination of impact and likelihood combined.

Principal risk	Description and change in year	How we manage the risk
1. Global economic uncertainty and political instability	The Group operates in diverse global markets, with demand for our products influenced by economic, geopolitical, and sector specific environments. A downturn in the global or regional economy, driven by economic cycles, conflict, or political instability in key markets, could adversely affect demand, revenue, profit, trade, and our strategic objectives.	Rating: Very high; Appetite: Medium; Trend: Stable; Velocity: Moderate

2. Cyber

Rating	Appetite	Trend	Velocity
Very high	Very low	Increasing	Fast

Unauthorised access to our IT systems and information poses significant risks, including business disruption, adverse impacts on our future trading position, reputational damage, and financial loss. These risks arise from the potential inability to access our systems or data, as well as the loss or misuse of confidential information, intellectual property, or personal data. Like many companies, we see an increase in the volume and complexity of cyber threats. Consequently, we maintain a high level of vigilance and classify this risk as very high. In February 2025, we announced that we were the victim of a cyber attack which resulted in unauthorised access to our systems. As part of our response to this incident, we made the decision to swiftly take our systems offline in order to contain and eliminate the problem. Our Chief Financial Officer has responsibility for IT security and, in 2025, completed the London Business School’s ‘Cybersecurity and Digital Trust for Leaders’ course. We continue to invest in strengthening our IT security measures including specialist teams as the external landscape evolves. Our IT security strategy is reviewed, updated and presented to the Board for approval every year. Our suite of IT policies and procedures is supported by ongoing security awareness campaigns and training for our employees. To stay ahead of emerging threats, we implement improvements to our IT infrastructure, which inform our future investment planning. We maintain comprehensive backups across the Group and engage specialist consultants and service providers as needed. Our cyber incident management and communications were activated in relation to the cyber attack we reported in February 2025 – these allowed us to respond to and neutralise the attack.

Risk management continued

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IMI plc Annual Report 2025 | 67

Principal risk	Description and change in year	How we manage the risk
3. Production disruption	Rating: Medium; Appetite: Low; Trend: Stable; Velocity: Fast	We recognise that disruption to production can be caused by several different events. We include both failure to manage the supply chain and risks derived from natural phenomena and climate change as key aspects of this risk. Failure to maintain a robust supplier and supply chain network could impact our ability to grow our business profitably, deliver on our sustainability commitments, and meet customer requirements. Global supply chains remain fragile, facing ongoing challenges from geopolitical tensions, weather events, and labour strikes, which necessitate increased agility and resilience. Pandemics, fires, floods, extreme weather events, and climate change present a risk to life and disruption to our operations and production. Failing to adapt to the physical risks arising from climate change falls within this risk. This risk has remained at a medium and stable level throughout the year. More information about our assessment of climate-related risks and opportunities can be found in the TCFD statement on pages 57 to 63. In 2026, we will continue to focus on enhanced oversight, ongoing monitoring, and implement new actions to improve our readiness to respond to known and anticipated supply chain and climate change disruptions (including potential tariffs). These measures will help maintain our resilience and differentiate IMI in the marketplace.
4. Talent and culture	Rating: Medium; Appetite: High; Trend: Reduced; Velocity: Moderate	The inability to attract or retain a diverse set of employees with the required set of skills and experience in the desired location and maintain a positive, inclusive culture. Talent and culture risk has reduced as there has been good progress on employee engagement, the new employee value proposition has been launched, a range of wellbeing-related policies have been launched and new development programmes targeted at middle managers and rising stars are underway. Our engagement score can be found on page 48. More detail on engagement, talent development and culture can be found on pages 48 to 51.

Risk management continued
Strategic Report | Additional Information | Financial Statements | Corporate Governance
IMI plc Annual Report 2025 | 68

Principal risk	Description and change in year	How we manage the risk
5. Ethics, compliance and governance	Rating: Medium; Appetite: Very low; Trend: Stable; Velocity: Moderate	A material breach in areas such as anti-bribery, anti-corruption, competition law, data privacy, export controls, sanctions, or tax compliance could lead to significant financial and reputational damage. Given the markets in which IMI operates, the risk of regulatory breach remains a critical focus. This risk has remained at medium and stable throughout the year.

6. Product failure and non-compliance

Rating	Appetite	Trend	Velocity
Medium	Very low	Stable	Fast

Description and change in year
A failure or underperformance of our products could result in injury, death, property damage, non-compliance with product regulations, or customer dissatisfaction. This could also lead to financial loss and reputational damage. This risk has remained at a medium and stable level throughout the year.

How we manage the risk
Our quality management systems, quality operating policies, product quality plans, and escalation processes ensure we meet product quality, safety, and compliance requirements. We have well embedded process controls, continuous improvement programmes, and Advanced Product Quality Planning processes. Our most critical projects undergo extensive testing of the finished product and require customer sign-off. We ensure that products with digital elements and/or incorporating AI meet relevant standards. We maintain a detailed mapping of our engineering resources across customers and geographies. Elements of our product quality, compliance, and quality management systems are audited by external third parties. In the event of significant issues, we implement a process that includes full root cause analysis, the creation of action plans, and a lessons learned debrief to prevent recurrence.

7. Failure to invest in our digital capabilities and leverage new technologies (including generative AI)

Rating	Appetite	Trend	Velocity
Medium	Medium	Stable	Moderate

Description and change in year
Failure to invest in our digital capabilities and emerging technologies, including generative AI, may limit our ability to capture future opportunities, improve how we work, and respond to disruptive technological threats. We continue to invest in technology to maintain our competitive edge, enhance productivity, and deliver greater value to customers. These investments also strengthen customer relationships, reduce complexity, and improve the insights we gain from our data. This risk has remained at a medium and stable level throughout the year.

How we manage the risk
We continue to enhance our policies and procedures to ensure the safe, responsible and ethical development, investment, and use of digital technologies, AI, and digitally enabled products. In 2025, we launched our AI manifesto, our AI policy and rolled out AI training. We have deployed a secure, private generative AI tool for internal use across IMI, enhancing productivity and innovation. We utilise proven CRM and business analytics tools to generate valuable data intelligence. Additionally, we continuously enhance our IT security and data governance frameworks to reflect internal and external developments. In addition, we have introduced an AI policy and rolled out compulsory training for all our employees using AI.

8. Lack of innovation

Rating	Appetite	Trend	Velocity
Low	High	Stable	Moderate

Description and change in year
Failure to develop and commercialise new products to address customers’ critical problems could hinder our growth. Collaborating with our customers and solving their acute problems is essential for accelerating profitable organic growth in sustainable applications. This risk has remained stable and is rated low.

How we manage the risk
Each sector has a strategic growth plan that is regularly reviewed. We develop growth opportunities across short, medium, and long-term horizons. Our culture fosters a growth mindset, and our Growth Hub processes manage the innovation pipeline, advance projects, accelerate and scale applications engineering, and apply commercial reviews to focus on the best opportunities. We prioritise attracting, retaining, and developing the right talent to achieve our growth ambitions.

9. Failure to deliver the acquisition case

Rating	Appetite	Trend	Velocity
Low	Medium	Reduced	Slow

Description and change in year
Failure to deliver the business case for acquisitions could lead to broader business disruption, lower revenue and profit performance, and compliance failures. This, in turn, could erode shareholder confidence and damage our reputation. This risk has remained stable and is rated low.

How we manage the risk
Our robust pre-acquisition due diligence processes enable us to identify synergies and build a strong business case. We track all acquisitions to ensure they deliver value through planned synergies, with IMI providing ongoing support and training for local management teams. Integration progress is monitored and reported to the Group monthly. The Board receives regular updates and, with the assistance of internal assurance teams, conducts a review in the third year after each acquisition. We have implemented our integration playbook, detailing key topics for integrating newly acquired companies, including establishing a steering group to monitor the integration plan’s delivery.

Viability Statement

The directors perform an assessment of the Group’s longer-term prospects through its annual strategic planning process. This process considers our current financial position, business model, and principal risks set out on pages 67 to 70 to develop a five-year strategic and financial plan that is reviewed and approved by the Board. The plan reviewed in 2025 considers the period to 31 December 2030.

As part of this process the directors also assess the viability of the Group by performing a stress and sensitivity analysis that considers a series of scenarios linked to principal risks and reasonable assumptions and expectations. The results of this scenario analysis are summarised below.

Based on this assessment, and other matters considered and reviewed by the Board, the directors confirm that 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 from the date of this Annual Report to 31 December 2030.

The directors determined that the period to 31 December 2030 constituted an appropriate period over which to make its assessment of viability. Whilst the directors have no reason to believe the Company will not be viable over a longer timing horizon, the five-year period to 31 December 2030 was chosen as it was aligned with the Company’s business and strategic planning timing horizon and is a sensible period for such an assessment.

The period assessed for the viability statement is consistent with the forecast periods used by the Group for the purposes of impairment testing and for assessing the future realisation of deferred tax assets. Accordingly, the directors consider that the assumptions and outlook applied across these assessments are appropriate and internally consistent. It is believed this period provides readers of the Annual Report with an appropriately long-term view with which to assess the Company’s prospects, although future outcomes cannot be predicted with certainty.

The directors carried out a robust assessment of the principal risks facing IMI, considering those that could threaten its business model, future performance, solvency or liquidity. The Board has considered the long-term prospects of IMI based on the strategy, markets, and business model as outlined previously within this Report. In the strategic review the Board highlights a number of factors that underpin its long-term prospects and viability:
– Leading positions in fluid and motion control growth markets
– Innovative solutions that create customer value
– Strong pricing power
– Significant aftermarket exposure
– Highly cash generative, with a disciplined approach to capital allocation

The business plan was used to assess the headroom on the Company’s facilities and to model stress tests for ongoing covenant compliance under scenarios where its principal risks materialise. The analysis considered both ‘running business’ risks, such as reducing revenues and margins, as well as one-off ‘event’ risks such as product recalls. All principal risks have been individually and collectively considered in developing the following scenarios.

The analysis assumes IMI retains access to financing and there are no changes to our covenants, the impact of the principal risks remain within the severe but plausible scenarios modelled, and that planned mitigations can be implemented effectively. This analysis was performed prior to the disposal of Truflo Marine being agreed, and this was not considered in the scenario analysis.

The scenarios considered over a five-year period to 31 December 2030 were as follows:

Scenario 1: A modest global macroeconomic recession in 2026 representing a 5% reduction in revenues. Link to principal risks: Global economic and political instability.
Scenario 2: A product recall with a one-off cost of £200m in 2026. Link to principal risks: Product failure or non-compliance.
Scenario 3: A severe global macroeconomic recession in 2026 representing a 16% reduction in revenues. Link to principal risks: Production disruption; global economic uncertainty and political instability.
Scenario 4: This scenario considers the combined impact of scenarios 2 and 3, both a £200m product recall and a 16% reduction in revenues due to macroeconomic recession. Link to principal risks: Product failure or non-compliance; production disruption; global economic uncertainty and political instability.

The analysis considered realistic mitigating actions based on historic performance, including reducing working capital, deferring capital expenditure and reducing overhead spend and employee costs. The directors were satisfied that the scenarios considered did not result in a breach of loan covenants during the five-year period.# Viability statement

The Board considered a reverse stress test which demonstrated that a breach of covenants would not occur unless there was an extreme unforeseen event causing a revenue reduction of greater than 52% in the 12 months following approval of the Annual Report. Mitigating actions considered for this reverse stress test include, but are not limited to, reducing working capital, restricting capital expenditure, reducing overhead spend and employee costs, and cutting or suspending dividend payments to shareholders.

The mitigating actions do not assume any special governmental support other than normally available schemes such as short-term working in certain countries. The Board considered the Group’s liquidity, available banking facilities, and banking covenants, details of which are included in Note 1 to the financial statements. The Board also considered the Company’s ability to raise capital in the future, as well as both the ongoing actions undertaken to prevent occurrence and the potential actions to mitigate the impact of any particular risk.

In making its assessment, the Board recognised the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. A summary of these risks can be found on pages 67 to 70. The directors’ assessment also recognised a number of key features of the Group’s operations. The Group’s wide geographical and sector diversification, and the spread of activities across many production sites, help minimise the risk of serious business interruption.

Furthermore, our business model is structured so that the Group is not overly reliant on a few large customers. Our largest customer constitutes 2% of Group revenue and our top 20 customers account for 13% of IMI’s revenue. In addition, our ability to flex our cost base reduces our exposure to sudden adverse economic conditions. After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future and for a period of at least twelve months following the approval of the Annual Report on 5 March 2026. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. Further details are included within Note 1 to the financial statements.

Approved by order of the Board

Roy Twite
Chief Executive Officer
5 March 2026

Luke Grant
Chief Financial Officer
5 March 2026

Governance at a glance

Board Composition

Category	A	B	C	D
Gender	Male: 5	Female: 4	-	-
Independence – Chair excluded	Executives: 2	Independent non-executives: 6	Chair: 1	-
Nationality	British: 6	Other: 3	-	-
Age	35-50: 1	51–60: 3	61–69: 2	70+: 3
Ethnicity	White: 8	Asian: 1	-	-

Board highlights

Reaffirmed the Group’s strategy
Focused on board composition and succession planning, resulting in refreshed board and committee membership
Appointed new Remuneration Committee Chair
Announced agreement to sell Truflo Marine
Oversight of cyber incident early in the year, ensuring resilience and continuity

Section references

Section	Read more
Chair’s Governance Letter	75
Board of Directors and Executive Committee	76-80
Corporate Governance Report	73-93
Section 172 statement	90-92
Nomination Committee Report	94-97
Audit Committee Report	98-101
Sustainability Committee Report	102-103
Remuneration Committee Report	104-105
Annual Directors’ Remuneration Report	106-126
Directors’ Report	127-130
Statement of directors’ responsibilities	131

Governance at a glance continued

Key skills and experience

Skill/Experience	Experienced	Some experience
Strategy	X
M&A	X
Experience in international operations/emerging markets	X
Finance and accounting	X
Manufacturing and engineering	X
Risk management and compliance	X
Sustainability and climate change		X
Digital transformation, including AI adoption and technology		X

Reward and recognition
* Number of directors: 9
* Director of other FTSE companies: 8

2024 UK Corporate Governance Code

The Company has complied in full with all provisions of the 2024 UK Corporate Governance Code during the year ended 31 December 2025, except Provision 29 which comes into effect on 1 January 2026. The Company has complied with Provision 29 of the 2018 UK Corporate Governance Code.

The Financial Reporting Council (‘FRC’) is responsible for the publication and periodic review of the UK Corporate Governance Code, which can be found on the FRC website: www.frc.org.uk.

Chair’s Governance letter

I am pleased to present the Governance Report for 2025, my first full year in the role. This year has been one of continued progress. Against a backdrop of global uncertainty and disruptions, the Board has remained focused on ensuring that our governance framework supports the long-term success of the Group, while upholding the highest standards of integrity, transparency, and accountability.

In my opening statement (see pages 6 and 7), I provide an overview of our full year performance, showcasing the excellent achievements made possible by the resilience and commitment of our global team. This Corporate Governance Report details how we have implemented effective corporate governance procedures to create long-term value for our stakeholders.

Following the Financial Reporting Council’s publication of the UK Corporate Governance Code 2024, management has been actively preparing to meet the requirements of Provision 29, which becomes effective for the financial year ending 31 December 2026. This provision introduces enhanced expectations around the effectiveness of risk management and internal control processes. For further information please see page 100.

Jamie Pike
Chair

Your Board

We have overseen a number of important developments during the year, including the successful transition of our Chief Financial Officer and the appointment of Victoria Hull as Remuneration Committee Chair. We remain committed to ensuring that the Board has the right balance of skills, experience, and knowledge to support IMI’s strategy and culture.

Caroline Dowling stepped down from the Board at our 2025 AGM and Victoria Hull was appointed Remuneration Committee Chair from this date. You can read more on page 94 of the Nomination Committee Report.

My own induction for the role of Chair was thoughtfully structured to ensure I quickly built a deep understanding of IMI’s business, culture and governance framework. Through a series of one-to-one meetings with Board members, senior leaders, and key stakeholders, supplemented by four site visits, I was able to gain valuable insight into the Group’s operations and strategic priorities. Please see page 7 for an overview of the site visits I have undertaken in the year.

Cyber incident

One of the most significant events this year was the cyber incident, which tested the robustness of our governance and risk management processes. The Board responded swiftly, meeting regularly during the incident to learn the current status and oversee the Group’s response, ensuring that appropriate actions were being taken in relation to our systems, data and stakeholders. We also reviewed lessons learned and are supporting management in continuing to enhance our cyber resilience going forward. This experience reinforced the importance of proactive oversight and the value of a strong risk and controls culture.

On behalf of the Board, I would like to extend our sincere thanks to the teams across IMI for their resilience, dedication, and exceptional efforts during this challenging time.

Board performance review

In line with the UK Corporate Governance Code, we undertook an internal Board performance review this year, led by me and our Chief Legal Officer and Company Secretary. The review focused on the Board’s response to recent challenges, including the cyber incident, and provided valuable insights into how we can continue to strengthen our effectiveness and oversight. The Board was found to be operating effectively and minor suggestions to improve performance were noted. The main areas of Board focus for 2026 relate to furthering Board succession planning and enhancing Board skills and expertise in digital, technology and AI. For further information please see page 93.

Our people

Employee engagement continues to be a priority. The Board has engaged directly with employees across multiple sites and we have continued to listen to feedback received through initiatives such as the One Big Voice survey and reports raised via the IMI Hotline. These insights help shape our decision-making and ensure that our culture remains inclusive, transparent, and aligned with our values. Further details can be found on pages 48 to 51 and 87.

Looking forward

As we enter 2026, our focus remains firmly on delivering sustainable profitable growth, enhanced operational resilience and long-term value for our stakeholders. The macroeconomic environment continues to evolve, shaped by geopolitical shifts and technological disruption. We remain confident in our strategy and our people and we are well-positioned to navigate the challenges ahead while seizing opportunities to lead in our industry. Our commitment to transparency, accountability and responsible business will continue to underpin everything we do.

On behalf of the Board, I would like to thank all of our stakeholders for their continued trust and support.# Jamie Pike Chair 5 March 2026 Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025

Board of Directors

Jamie Pike

Chair

Nationality: British
Age as at 31 December 2025: 70
Appointment date: 2025

Expertise and experience
– Deep understanding of engineering
– Extensive international business and listed board experience
– Formerly served as Chief Executive Officer of Burmah Castrol Chemicals before leading the buy-out of Foseco in 2001 and its subsequent flotation in 2005. Prior to joining Burmah, he was a partner at Bain & Company
– Previous roles include Chair of Cobham plc, RPC Group plc and Spirax Group plc
– Jamie was educated at Oxford University, holds an MBA from INSEAD and is a member of the Institute of Mechanical Engineers

Key external appointments
– Chair of XP Power Limited*

Specific contribution to the Company’s long-term success
The combination of Jamie’s engineering, international business, M&A, strategic and governance expertise enables his effective leadership of the Board to deliver the Company’s strategic growth ambitions.

Roy Twite

Chief Executive Officer

Nationality: British
Age as at 31 December 2025: 58
Appointment date: 2019 as CEO and 2007 as director

Expertise and experience
– Proven organisational and engineering expertise
– Management capability, having run all of IMI’s sectors
– Extensive knowledge of end-markets and customer base
– He was previously a non-executive director of Halma plc

Key external appointments
– Non-executive director of Ashtead plc*

Specific contribution to the Company’s long-term success
Drawing on his extensive management and operational experience, Roy brings clear strategic leadership, a passion for and a deep understanding of the engineering sector, the Group’s sectors and stakeholders to lead and inspire the Group.

Luke Grant

Chief Financial Officer

Nationality: British
Age as at 31 December 2025: 37
Appointment date: 2025

Expertise and experience
– Extensive financial management experience, having held senior finance positions across IMI over a 12-year period
– Strong operational and international experience as Finance Director for IMI’s Industrial Automation facility in Germany
– Deep knowledge of IMI and the drivers of its performance
– Luke began his career in EY’s audit practice and has completed leadership programmes at Warwick Business School, IMD and Harvard

Key external appointments
– None

Specific contribution to the Company’s long-term success
Luke brings extensive financial expertise, a global perspective and a deep understanding of IMI’s operations and culture. His leadership, strengthened by completing London Business School’s ‘Cybersecurity and Digital Trust for Leaders’ course, supports disciplined financial management, strategic decision-making and long-term value creation.

Committee	Chair	Member
NC Nomination Committee
EC Executive Committee
AC Audit Committee
RC Remuneration Committee
SC Sustainability Committee

* Listed company directorship

Board of Directors continued

Anne Thorburn

Senior Independent Director

Nationality: British
Age as at 31 December 2025: 65
Appointment date: 2024

Expertise and experience
– Multi-sector experience relevant to IMI including life sciences, energy and industrial automation
– Extensive international M&A and strong organic growth experience gained as both an executive and non-executive director
– Member of the Institute of Chartered Accountants in Scotland and has formerly served as Chief Financial Officer of Exova Group plc and Group Finance Director at British Polythene Industries plc

Key external appointments
– SID and Audit Committee Chair at TT Electronics plc*
– Audit Committee Chair at SPT Labtech Limited

Specific contribution to the Company’s long-term success
Anne has significant expertise in financial management, risk, audit, international M&A and governance to support delivery of the Company’s strategy and support the Company Chair as Senior Independent Director.

Thomas Thune Andersen

Independent non-executive director

Nationality: Danish
Age as at 31 December 2025: 70
Appointment date: 2018

Expertise and experience
– Experienced international business leader in sectors including oil, energy, marine and critical infrastructure
– Broad experience as a non-executive director of various public companies
– Special interest in sustainability matters, in particular corporate governance and climate change issues

Key external appointments
– Chair of Lloyds Register Group, Member of the Danish Committee for Good Corporate Governance, non-executive director of BW Group Ltd, Director of Cadeler A/S, Director of Lambert Energy Advisory Limited

Specific contribution to the Company’s long-term success
Thomas brings a wealth of international business and board-level experience. He draws on his broad knowledge and deep expertise in sustainability and culture when performing his designated employee engagement activities and chairing the Sustainability Committee.

Jackie Callaway

Independent non-executive director

Nationality: New Zealander
Age as at 31 December 2025: 56
Appointment date: 2023

Expertise and experience
– Qualified accountant, with over 30 years of experience working in finance across multinational manufacturing and supply chain businesses
– Currently the CFO of Howden Joinery Group plc, the UK’s number one trade kitchen supplier
– Previous roles include CFO of Coats Group plc and CFO of Devro plc

Key external appointments
– CFO Howden Joinery Group plc*

Specific contribution to the Company’s long-term success
Jackie uses her strong finance track record and experience across multinational manufacturing and supply chain businesses to create value for the Company. She ensures the effective leadership of the Audit Committee in her capacity as Audit Committee Chair.

Board of Directors continued

Katie Jackson

Independent non-executive director

Nationality: British
Age as at 31 December 2025: 52
Appointment date: 2018

Expertise and experience
– Extensive experience at international executive level across the energy sector
– Excellent corporate finance experience, including M&A

Key external appointments
– Chief Executive – Copper, Rio Tinto

Specific contribution to the Company’s long-term success
Drawing on her broad, international business and executive experience, Katie shares valuable insights on energy, strategy, sustainability, M&A and emerging markets.

Dr Ajai Puri

Independent non-executive director

Nationality: American/British
Age as at 31 December 2025: 72
Appointment date: 2021

Expertise and experience
– Experienced in international business
– Expert in innovation, science and technology and marketing
– Holds a PhD in Food Science
– Significant experience in research and development, innovation, consumer marketing and general management

Key external appointments
– Non-executive director and member of the Audit, Risk and Sustainability Committees of Olam International plc; Independent Board Member Fresh Del Monte Produce Inc; Director of Califia Farms LLC
– Non-executive director of Beejapuri Dairy Private Limited from 1 January 2026

Specific contribution to the Company’s long-term success
Ajai brings significant global business and board-level experience, as well as expertise in driving innovation and developing new business to support delivery of the Group’s strategy.

Victoria Hull

Independent non-executive director

Nationality: British
Age as at 31 December 2025: 63
Appointment date: 2024

Expertise and experience
– Extensive senior executive experience across a broad range of business, legal, commercial and governance matters
– Strong international experience and experience relevant to the Process Automation and Industrial Automation sectors
– Victoria qualified as a solicitor and began her career at Clifford Chance LLP

Key external appointments
– Chair at Hikma Pharmaceuticals plc (from 26 February 2026); non-executive and Remuneration Committee Chair of IQE plc; non-executive director and Remuneration Committee Chair at Serco Group plc*

Specific contribution to the Company’s long-term success
Victoria brings an extensive understanding of legal, commercial and governance matters which are vital to enabling our strategy and protecting our reputation. Her extensive experience serving on Remuneration Committees allows her to chair IMI’s Remuneration Committee with clarity, fairness, and a strong understanding of stakeholder expectations.

Daniel Shook

Chief Financial Officer

Chief Financial Officer until 1 August 2025. Daniel stepped down from the Board and the Executive Committee on 1 August 2025, having served as a director since 1 January 2015.

Caroline Dowling

Independent non-executive director

Remuneration Committee Chair until 8 May 2025. Caroline stepped down from the Board on 8 May 2025, having served as a director since 1 January 2020.# Executive Committee

Louise Waldek

Chief Legal Officer & Company Secretary
Date of appointment to the Executive Committee: 2021

Louise is a member of the IMI Executive Committee and Company Secretary to the IMI plc Board and Committees. Louise chairs IMI’s Ethics & Compliance Committee. She joined IMI in July 2021 as Group General Counsel & Company Secretary and was the executive sponsor of IMI’s Better World sustainability strategy for over two years. Louise was appointed Chief Legal & Risk Officer, Company Secretary in July 2023. She has global accountabilities for legal, ethics, and compliance, having transferred responsibility for the Group’s Risk Management Framework to a newly created role, Head of Risk at the end of 2025. Prior to joining IMI, Louise was General Counsel & Company Secretary at Victrex plc. She has held legal roles in Speedy Hire plc, United Utilities plc and DLA Piper. She brings extensive experience in legal, risk and compliance matters to enable IMI’s growth.

Liz Rose

Chief People Officer
Date of appointment to the Executive Committee: 2020

Liz joined IMI as Head of Group Reward in 2011, establishing global policies across the Group that addressed pay, annual and long-term incentives, employee benefits and mobility. Liz then joined IMI Critical Engineering as their Divisional HR Director in January 2020, a key part of the management team leading a significant change agenda to drive organic growth. Liz joined the Executive Committee in November 2020 as IMI’s HR Director. In this role, she is leading a global HR team to develop the company culture, engage employees, attract and develop talent and drive business growth and performance through people. Her career started in the automotive industry as a HR generalist, where she also developed skills in lean manufacturing and quality systems. Liz earned her MSc in International HR Management from Cranfield University and has completed post-graduate qualifications in Human Resources specialising in both reward and employee relations.

Jackie Hu

Chief Operating Officer
Date of appointment to the Executive Committee: 2019

Jackie joined IMI in 2008 as Sales Director for IMI Critical Engineering (now Process Automation) in Asia, before taking on leadership roles as President of IMI’s Greater China area and later President of the Asia Pacific region. He was appointed Divisional Managing Director for IMI Critical Engineering in 2019, where he leveraged his deep understanding of end markets to deliver consistent, profitable growth, strengthening both market position and financial performance. In July 2023, Jackie became CEO of the Automation platform, overseeing both Process Automation and Industrial Automation. Following the launch of the One IMI operating model in July 2024, he was appointed Chief Operating Officer with responsibility for IMI’s five sectors. As COO, Jackie has played a leading role in driving the transformation of the One IMI operating model, fostering a sector driven approach, enabling cross-sector collaboration, and shaping a more integrated, customer-centric organisation. Jackie holds a degree in Automation Control from Beijing University of Aeronautics and Astronautics, an MBA from Washington University in St. Louis, and has completed executive programmes at Stanford Graduate School of Business and Harvard Business School.

Roy Twite, Chief Executive Officer (Member since 2007)
Luke Grant, Chief Financial Officer (Member since 2025)

Roy and Luke’s full biographies appear on page 76.

Executive Committee composition

Nationality	Ethnicity	Age	Gender	Tenure at IMI
A – British: 4	A – White: 4	A – 35-50: 3	A – Male: 3	A – 0-5 years: 1
B – Other: 1	B – Asian: 1	B – 51-55: 1	B – Female: 2	B – 6-15 years: 2
		C – 56+: 1		C – 16 years+: 2

The Executive Committee is chaired by the Chief Executive Officer and the other members are shown on the previous page. It is the senior management body for the Group and takes its authority from the Chief Executive Officer. It is not a Committee of the Board. It is well balanced, experienced and diverse, with 40% of members being female as of 31 December 2025 and is composed of two nationalities. A description of the Executive Committee’s role can be found on page 83.

IMI Governance Framework

The IMI Corporate Governance Framework is designed to promote Board effectiveness and support the monitoring of the delivery of the strategy. The Board has delegated certain roles and responsibilities to its principal Board Committees that have the relevant expertise and focus. While the Board retains overall responsibility, the Committees focus on their areas of responsibility. Committee Chairs report back to the Board on the matters discussed, decisions taken, and where appropriate, make recommendations to the Board on matters requiring its approval. Minutes of all Committee meetings are made available to all directors.

Good corporate governance is vital to the long-term success of the Company. We work within our governance structure which sets out the Schedule of Matters Reserved for the Board and the Terms of Reference for each principal Board Committee. The IMI Governance Framework also clearly describes the responsibilities of key positions on the Board and the Company Secretary. A complete copy is located on our website. We review and update the framework regularly to reflect developments in corporate governance and best corporate practice.

The Company’s Articles of Association set out the Board’s powers. They were updated and approved by shareholders at the 2024 AGM. The IMI Corporate Governance Framework clearly defines in writing the matters reserved for the Board and the respective delegated authorities of its Committees. It also sets written limits of authority for the Chief Executive Officer. The Group has a clear organisational structure and well established delegated authorities, reporting and control disciplines. The Chief Operating Officer assumes responsibility for and exercises a high degree of autonomy in running day-to-day trading activities. There is a framework of clear rules, policies, and delegated authorities regarding business conduct, the approval of investment proposals, and material changes in operations, all subject to regular senior management reviews of performance. The Company’s Articles of Association and the IMI Corporate Governance Framework can be found on our website.

Corporate Governance Report

IMI plc Board

Jamie Pike (Chair)
A summary of key Board activity in 2025 can be found on page 89

Membership: Thomas Thune Andersen, Jackie Callaway, Luke Grant, Victoria Hull, Katie Jackson, Dr Ajai Puri, Anne Thorburn, Roy Twite.

Main responsibilities:
* Promoting the long-term success of the Company for the benefit of its shareholders and contributing to wider society
* Demonstrating ethical leadership, high standards of behaviour and overseeing good governance
* Ensuring effective engagement with and encouraging participation from shareholders and key stakeholders
* Setting and monitoring the Group’s values, purpose and strategy and ensuring that these and its culture are aligned
* Ensuring that the necessary resources are in place for the Group to meet its objectives and measure performance against them
* Setting a framework of prudent and effective controls, which enable risk to be assessed and managed
* Ensuring that workforce policies and practices are consistent with the Group’s values and support its long-term sustainable success
* Reviewing management performance and the operating and financial performance of the Group

Audit Committee

Jackie Callaway (Chair)
See Audit Committee Report on pages 98 to 101

Membership: Thomas Thune Andersen, Anne Thorburn.

Main responsibilities:
* Oversight role in relation to the integrity of the financial statements
* Reviewing significant areas of judgement and accounting policies
* Reviewing the proposed statements on going concern and viability to appear in the Annual Report
* Advising the Board on whether the draft Annual Report is fair, balanced and understandable
* Monitoring announcements in respect of financial performance
* Monitoring the effectiveness of internal financial controls
* Reviewing financial risks, including fraud risk
* Oversight of Group Assurance
* Overseeing the external audit process, its objectivity, effectiveness and cost, with responsibility for setting the audit fee
* Making recommendations to the Board for the appointment of the auditor, including oversight of any audit tender process
* Defining and applying the policy on non-audit services

Nomination Committee

Jamie Pike (Chair)
See Nomination Committee Report on pages 94 to 97

Membership: Thomas Thune Andersen, Jackie Callaway, Victoria Hull, Katie Jackson, Dr Ajai Puri, Anne Thorburn.

Main responsibilities:
* Board and Committee composition
* Lead process for Board appointments
* Oversight of diverse succession plans for the Board and the Executive Committee
* Board policy on Diversity, Inclusion and Equal Opportunities, promotion of opportunities and monitoring of progress

Remuneration Committee

Victoria Hull (Chair from 8 May 2025) (Caroline Dowling Chair until 8 May 2025)
See Remuneration Committee Report on pages 104 to 126

Membership: Katie Jackson, Dr Ajai Puri.

Main responsibilities:
* Define and recommend the Remuneration Policy for the Chair and members of the Executive Committee
* Determine the individual remuneration packages forthe Chair and members of the Executive Committee within the policy approved by shareholders – Set annual and long-term incentive metrics and awards and determine the outcomes for the members of the Executive Committee – Report on remuneration matters and constructively engage with shareholders – Assess risk in respect of remuneration and incentive structures in particular

Sustainability Committee

Thomas Thune Andersen (Chair) See Sustainability Committee Report on pages 102 to 103

Membership
Victoria Hull
Dr Ajai Puri

Main responsibilities
– Oversee the development of, advise the Board regarding, and recommend for approval by the Board, the Company’s sustainability strategy (climate action, sustainable solutions pillars and related responsible business elements)
– Oversee the execution of the sustainability strategy and approve implementation projects developed in response to the strategy
– Advise on the risks and opportunities for the Company’s operations and reputation in relation to the execution of its sustainability strategy
– Monitor annual and long-term progress against previously set sustainability objectives
– Oversee the ongoing measurement and reporting of performance against key sustainability metrics
– Support the Remuneration Committee on the use of sustainability metrics in executive remuneration

Executive Committee

Roy Twite (Chair) Members of the Executive Committee are shown on pages 76 and 80 The composition of the Executive Committee is on page 81

Membership
Luke Grant
Jackie Hu
Liz Rose
Louise Waldek

Overview
– The Executive Committee is the senior management body for the Group, takes its authority from the Chief Executive Officer and is not a Committee of the Board
– The Committee meets monthly and more often, as may be required
– As part of the broad remit set by the Chief Executive Officer, it monitors and manages business performance, reviews progress against strategic objectives and formulates budgets and proposals on strategy and resource allocation for consideration by the Board
– Plays a key part in risk assessment, risk management and monitoring processes and receives regular reports on sustainability matters, human resources, health and safety, internal audit, compliance, legal, investor relations and other corporate affairs

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Senior Independent Director

Anne Thorburn

Main responsibilities
– Acting as a sounding board for the Chair
– Leading the evaluation of the Chair
– Being available to shareholders if they have concerns
– Acting as an intermediary for the other directors when necessary
– Ensuring an orderly succession planning process for the Chair, working with the Nomination Committee

Board Chair

Jamie Pike

Main responsibilities
– Leading the Board and creating the conditions for overall Board and individual director effectiveness
– Promoting a culture of openness and debate
– Setting a Board agenda primarily focused on strategy, performance, value creation, culture, stakeholders and accountability
– Ensuring that the Board has effective decision making processes and applies sufficient challenge to major proposals
– Ensuring the directors receive accurate, timely and clear information
– Fostering constructive relations between executive and non-executive directors based on trust, mutual respect and open communications
– Encouraging all Board members to engage in Board and Committee meetings by drawing on their skills, experience and knowledge
– Leading the annual performance review of the Board, with support from the Senior Independent Director as appropriate, and acting on the results
– Ensuring the Board listens to the views of shareholders, the workforce, customers and other key stakeholders

Non-executive director with designated responsibility for employee engagement

Thomas Thune Andersen

Main responsibilities
– Developing a balanced view of the issues and concerns of employees
– Sharing employee views at Board meetings
– Ensuring that the Board take appropriate steps to evaluate the impact of proposals and developments on employees
– Where relevant and appropriate, providing feedback to employees on Board decisions and direction during the engagement process
– Soliciting the views of employees about executive remuneration and sharing feedback obtained with the Remuneration Committee

Company Secretary

Louise Waldek

Main responsibilities
– Supporting the Chair
– Advising the Board on corporate governance and relevant regulatory requirements
– Acting as secretary to all of the standing Committees of the Board
– Ensuring that the Board has access to independent professional advice at the Company’s expense
– Being available to all directors

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Attendance table for the year ended 31 December 2025 for scheduled meetings

Director	Board	Audit Committee	Nomination Committee	Remuneration Committee	Sustainability Committee
Thomas Thune Andersen	6/6	5/5	3/3		3/3
Jackie Callaway	6/6	5/5		3/3
Luke Grant	3/3
Victoria Hull	6/6	3/3	3/3	3/3
Katie Jackson	6/6	2/3	3/3
Jamie Pike	6/6		3/3
Dr Ajai Puri	6/6	3/3	3/3		3/3
Anne Thorburn	5/6	4/5	3/3
Roy Twite	6/6
Caroline Dowling	2/2	1/1		2/2
Daniel Shook	3/3

1 Luke Grant joined the Board on 1 August 2025.
2 With the agreement of the Chair, Katie Jackson was unable to attend a Nomination Committee meeting.
3 Anne Thorburn was unable to attend the May meetings due to a pre-existing commitment, which had been disclosed before her appointment. Anne was able to attend all other meetings in her first year as director.
4 Caroline Dowling stepped down from the Board on 8 May 2025.
5 Daniel Shook stepped down from the Board on 1 August 2025.

Additional meetings were also held to discuss the cyber incident and the sale of Truflo Marine and these were well attended by directors. To date in 2026, the Board and each Committee has held one scheduled meeting, with all eligible members in attendance.

Independent non-executive directors

All non-executive directors are asked to confirm their independence, external commitments and ability to commit sufficient time to their role at IMI as part of an annual declaration. The Board considers all non-executive directors to be independent after being assessed against Provision 10 of the FRC’s UK Corporate Governance Code. The Chair was regarded as independent at the date of his appointment and is considered by the other Board members to be objective in his leadership.

Director	Date of first appointment	Date of current letter of appointment
Thomas Thune Andersen	1 July 2018	29 July 2025
Jackie Callaway	1 July 2023	29 July 2025
Victoria Hull	1 August 2024	8 April 2025
Katie Jackson	1 July 2018	29 July 2025
Jamie Pike	1 January 2025	29 July 2025
Dr Ajai Puri	1 March 2021	29 July 2025
Anne Thorburn	1 August 2024	29 July 2025

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Purpose, values, and culture

IMI is a global leader in fluid and motion control, serving markets underpinned by three long-term megatrends – Energy, Automation and Healthcare. We apply world-class engineering expertise to optimise performance and deliver consistent, long-term value. The Board endorses our purpose, Breakthrough engineering for a better world, and monitors alignment with the Group’s agreed strategy. Our One IMI operating model is underpinned by a strong, performance-driven culture that the Board oversees. Our people and culture are at the foundation of the One IMI operating model – building capability, leadership and a performance-driven mindset. We create empowered teams through targeted development, strong values and inclusive leadership that fuels execution and growth. Our inclusive culture is shaped by our values Always care, Be curious and Create impact. These values empower and engage our people to unlock their full potential. Our performance culture is described on page 11 of the Strategic Report.

How the Board assesses and embeds culture

Our people strategy, building a performance culture, is a core part of the Board’s strategic review. The Board approves it and reviews progress. The Board cycle also includes numerous formal and informal opportunities to assess whether the desired culture is embedded. The Board receives regular updates from our Chief Executive Officer and Chief People Officer on culture and talent. The Board reviews the results of our annual engagement survey, the One Big Voice survey. There are also opportunities for non-executive directors to engage with employees during site visits, leadership conferences, and small focus groups. Board site visits are an important element of our annual programme and these enable the Board to witness our culture in action. This year, the Board visited our factory in Brno, Czech Republic. During this visit, the Board met many people, learned more about our Industrial Automation and Transport sectors, received information about the factory and conducted a factory tour. Small focus groups enable the Board to engage in direct discussions with employees about a range of important topics, including culture. In 2025, the Board met over 50 employees from more than 15 sites during scheduled engagement sessions.

Stakeholder engagement

IMI’s operations present both opportunities and challenges, impacting various stakeholders, many of which are crucial to the long-term success of our business. The Board is committed to engaging with key stakeholders, developing productive relationships and contributing positively to the environment and local communities where we operate. Information about our key stakeholders, engagement methods, and 2025 outcomes is described on pages 36 to 39 of the Strategic Report.The Board engages with or is briefed on stakeholder interests to understand their expectations and consider the effects of key decisions. Board members regularly receive:

– An Executive Report
– Investor Relations Report summarising feedback from shareholders and the investment community
– Reports containing details of whistleblowing reports of concern, raised via the IMI Hotline
– Reports summarising updates on corporate governance, litigation and regulatory matters
– Reports from Committee Chairs

The Board additionally gains insight into stakeholders’ perspectives through:
- The AGM and individual meetings with investors.
- Reports on the results of the annual One Big Voice survey, reports and insights shared by Thomas Thune Andersen, the non-executive director with designated responsibility for workforce engagement, as well as observations from their own employee engagement activities.
- The annual strategy meeting with the Executive Committee and Chief Operating Officer’s team.

The relevance or influence of stakeholder groups varies depending on the matter under consideration, and their interests may not always align with IMI’s objectives or with other stakeholder groups. This requires judgement from the Board, which balances business goals with key stakeholder needs, while safeguarding IMI’s reputation and strengthening trust. Our Section 172 statement, on pages 90 to 92, demonstrates how the Board promotes the long-term sustainable success of the Company.

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Thomas Thune Andersen

Independent non-executive director

Q&A: Employee engagement with Thomas Thune Andersen

Q What is your role in workforce engagement?
My role involves acting as a bridge between the Board and the employees. I ensure that the employees’ voice is brought into the boardroom and that employees are aware of the Board’s strategic decisions and their implications. This helps in fostering a transparent and inclusive culture.

Q How have you gathered feedback from employees in the year?
We have continued to run structured employee focus groups in conjunction with Board meetings, with sessions held in July and October 2025. These forums brought together colleagues from a wide range of roles, functions, geographies and sectors, offering rich insights into employee sentiment. In addition to these sessions, we have drawn on feedback from our annual One Big Voice survey. I have also had the opportunity to engage directly with colleagues at the European Communications Forum at our headquarters in Birmingham, and during our graduate induction programme, both were valuable opportunities to hear first hand from our people.

Q What were the key activities in 2025?
In response to feedback from 2024, we have made significant strides in career development, recognition and communication. We now offer a comprehensive suite of development programmes, from team leader to senior leadership, alongside new programmes for middle managers and a refreshed early careers approach aligned to critical roles. We launched our first global Values Awards at IMI Way Day, celebrating colleagues who exemplify our values. To strengthen connectivity and consistency, we introduced Workvivo as our global communications platform, enhanced employee networks and began rolling out a global HR system to improve insight and alignment across the Group.

Q What are your priorities for 2026?
Looking ahead, our focus will be on embedding career levels across the Group and aligning them with tailored development pathways. We will also introduce a consistent global recognition framework and build a Group-wide approach to change management, ensuring colleagues experience greater clarity and consistency during times of transformation. The One IMI operating model will be a key enabler in breaking down silos and reinforcing pride in how we create value together.

Employee engagement

We maintain robust and mature employee engagement mechanisms that the Board reviews regularly. Thomas Thune Andersen is IMI’s non-executive director with designated responsibility for employee engagement. The scope of his role and responsibilities are described in the IMI Corporate Governance Framework summarised on page 82 and available on our website. Thomas carries out a programme of annual activities and brings his insights into the Group’s culture based on his interactions with employees across the Group, into the boardroom.

Speaking up

Details of the Group’s speaking up arrangements are contained on page 46. Our Ethics and Compliance Committee is chaired by our Chief Legal Officer & Company Secretary and comprises members of the Executive Committee and other senior leaders. It monitors the effectiveness of the IMI Hotline, the investigation of reports and oversees any remedial actions identified. The Committee reports on its activities, processes and any trends in reports to the Executive Committee, Audit Committee and/or Board as appropriate via the Chair of the Committee.

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Shareholder engagement

The Board oversees shareholder engagement and maintains a balanced understanding of the issues and concerns of major shareholders. The Chief Executive Officer and Chief Financial Officer, along with the Head of Investor Relations, have primary responsibility for investor relations at the Board level. They report to the Board on shareholder issues at several Board meetings throughout the year. Financial analysts’ notes are circulated to the directors and the Board receives regular investor feedback reports from the Company’s brokers, public relations advisers, and management. This feedback helps inform the Board’s decision making.

Dialogue is maintained with principal shareholders, with executive directors and/or the Head of Investor Relations regularly meeting institutional investors. We continued an active programme of interactions with existing and potential shareholders, including in-person meetings at our factories in Alpen, Germany and Truflo Marine, UK. Smaller, often private, investors also have full and timely access to all IMI’s presentations via the Group’s website. All directors are available to shareholders as needed. During the year, our Chair met with two major investors to discuss governance-related priorities and focus areas for the rest of the year and into 2026. Several shareholders also spoke with our Chief Executive Officer, Chief Financial Officer, and Investor Relations team. Feedback from these discussions was communicated to the Board.

Consultation with larger investors focuses on the performance and strategy of the Group and their feedback is shared with the Board to inform discussions. Shareholders were invited to attend our Annual General Meeting (‘AGM’) in person. They could submit questions in advance to our Investor Relations team ([email protected]), who endeavoured to respond promptly. All Committee Chairs attend the AGM and are available to answer questions. Notice of the AGM was issued more than 20 working days in advance and the level of votes for and against each resolution, along with details of abstentions, are shown on the IMI website.

The Board greatly values the support and engagement of our shareholders. At our 2025 AGM, all proposed resolutions were duly passed by shareholders. However, special resolution B, relating to the authority to allot securities for cash for specific financing purposes, received 78.25% support, falling below the 80% threshold outlined in the UK Corporate Governance Code (the ‘Code’) for enhanced shareholder engagement. Following the AGM we contacted major institutional shareholders who had either voted against or abstained. These discussions focused on clarifying the rationale behind the proposed flexibility and addressing concerns around dilution and governance safeguards. Feedback received indicated that the lower level of support was primarily driven by institutional voting policies and concerns around potential dilution, particularly in the absence of a defined transaction for which the authority would be exercised. The Board remains committed to maintaining open dialogue with shareholders and has taken this feedback into account when considering the scope of authorities requested at the 2026 AGM. The Board believes that the flexibility afforded by the resolution to be in the best interests of the Company and its shareholders and will seek to renew this authority. The Board will continue to balance shareholder views against the need of the Company to maximise flexibility in line with best practice governance.

In addition to the Annual Report, the Company issues preliminary results and half-year results announcements, as well as two interim management statements between results announcements. The IMI website includes recordings of results presentations by senior management, recent annual and half-year reports, interim management statements, other corporate announcements, and links to the websites of the Group’s businesses.

Outcome of 2025 AGM

At our 2025 AGM, held on 8 May 2025, votes were cast in relation to 78.75% of the issued share capital (2024: 80.72%, 2023: 81.60%). All 20 resolutions proposed by the Board were passed by the required majority, however as noted, special resolution B was approved with a 78.25% majority. All directors are subject to annual re-election by shareholders. Votes cast in favour of the re-appointment of the Board directors at the 2025 AGM were as follows:

Director	Votes
Thomas Thune Andersen	98.73%
Jackie Callaway	99.01%
Victoria Hull	98.90%
Katie Jackson	98.65%
Jamie Pike	95.09%
Dr Ajai Puri	98.08%
Anne Thorburn	99.99%
Roy Twite	99.93%
Daniel Shook*	99.37%

Daniel Shook stepped down from the Board on 1 August 2025.# Corporate Governance Report continued

Annual Board programme

A structured annual programme helps the Board monitor our progress to delivering our strategy. This programme is closely aligned with each Board Committee’s work and the priorities of the Executive Committee. The main focus areas for 2025 are outlined and the Board received reports and presentations, engaging in discussions with presenters. Where key decisions were made, relevant reports included a stakeholder impact assessment to aid Board discussions and decision-making. This approach allows the Board to make effective decisions, oversee business performance, and uphold strong governance. The main areas of activity for each Committee are detailed in their respective reports.

Board oversight of internal controls and risk management

The Board ensures the Company has the necessary resources to meet its objectives and measures performance, establishing a control framework to assess and manage risk. It oversees internal controls and risk management processes, conducting robust assessments at least twice a year to review and manage principal and emerging risks. The Audit Committee monitors the internal financial control framework, reporting its findings to the Board. Annually, the Board monitors and reviews the effectiveness of key operational, financial, and compliance controls, company culture, and the risk management process. Based on the work performed and the evidence reviewed, the Committee is satisfied that appropriate processes are in place and that the review undertaken was robust and effective. The review also noted ongoing enhancements and preparations underway to comply with Provision 29 of the FRC’s 2024 UK Corporate Governance Code with effect from the financial year starting 1 January 2026. More details can be found in the risk management report on page 65 and Audit Committee report on page 100.

Category	Summary of activities and outcomes
Strategy	The Board approves our strategy and monitors execution of our strategic initiatives. We hold an off-site strategy day each year with senior management. – Approved our strategy and reconfirmed our purpose and values – Reviewed sector strategy implementation and M&A pipelines – Approved the sale of Truflo Marine – Learned about new products through demonstrations during site visits – Learned about the potential of AI across IMI – Learned about new opportunities in data centres More detail on pages 1 to 72 and 92
Our people and culture	The Board has a comprehensive understanding of the Company’s culture and its impact on overall performance, employee engagement and wellbeing. – Approved employee engagement programme – Reviewed and approved IMI’s desired performance culture – Reviewed talent for key senior roles – Reviewed One Big Voice survey results and action plans – Reviewed health and safety performance and priorities More detail on pages 11, 37, 48 to 51, 87 and 94 to 97
Stakeholder engagement	The Board keeps up to date with key stakeholder drivers through regular updates and an annual review of stakeholder engagement. – Received regular updates on investor engagement – Reviewed customer satisfaction scores – Considered potential disruptions to our business from tariffs – Reviewed reports on latest AGM voting and proxy agency feedback – Oversight of engagement with data protection regulators following the cyber incident More detail on pages 18 to 27, 36 to 39, 86, 88 and 90 to 92
Governance, legal and regulatory management	Our governance framework ensures clear and effective decision-making. The Board receives regular updates on legal, compliance, and governance matters to confirm that robust systems are in place, safeguarding the Company’s reputation and supporting long-term financial resilience. – Reviewed our Corporate Governance Framework and approved updates – Reviewed compliance with the 2024 Corporate Governance Code – Reviewed a summary of the whistleblowing reports received through the IMI Hotline – Approved the Group’s Modern Slavery and Human Trafficking statement More detail on pages 39, 46, 74 and 87
Financial	The Board sets our financial framework and monitors our performance. – Approved the 2024 Annual Report, financial statements and interim management statements – Approved Viability and Going Concern statements – Approved final and interim dividends – Reviewed defence readiness – Reviewed pension position and strategy – Approved share buyback programme – Approved our 2026 budget More detail on 1, 2, 6 to 10, 30 to 35, 71 to 72 and 127 to 130
Internal controls and risk management	The Board monitors and reviews the effectiveness of the risk management framework and our system of internal controls. – Considered AI risks – Oversight of response to cyber incident – Reviewed Group Risk Management Framework – Reviewed Internal Controls Framework – Reviewed principal and emerging risks – Reviewed effectiveness of internal controls and Group Risk Management Framework – Considered evolving cyber security risks – Group IT security framework More detail on pages 65 to 70, 89, 92 and 100

Section 172 statement

This statement is made to explain how our directors, both individually and together, have acted in a way that 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 and having regard (amongst other matters) to factors set out in Section 172(1) (a) to (f) and Section 414CZA of the Companies Act 2006 while performing their duties.

A summary of our interactions with key stakeholder groups, along with ongoing engagement, can be found on pages 36 to 39 and in various sections of the Strategic Report. Further details are also available on pages 86 to 92 of the Corporate Governance Report.

The IMI Governance Framework describes Board level governance and how the Board delegates its authority. All Board decisions are made with the Group’s long-term success in mind and, as can be seen from this Annual Report, the directors have regard to a broad range of matters including the voice of stakeholders. Where appropriate, Board papers include a Section 172 assessment to support the directors in their duties.

Through the annual programme, the Board maintains an understanding of key stakeholders. The Board considers all relevant factors to ensure continued performance and progress for IMI. When making decisions, every director acts in good faith with the intention of promoting the Company’s overall success for the benefit of all its members, taking into account (among other considerations) the following factors:

Section 172(1) factors

(a) The likely consequences of any decision in the long-term
– The Board reviews reports and considers related information to assess how each proposal aligns with our purpose, impacts strategy and budget, and contributes to the delivery of the five-year strategic plan.
– The Board also considers capital allocation matters, commercial goals, and our commitment to Responsible Business practices.
– The Board reviews risks, success factors, alternatives, and relevant key stakeholder impacts, positive and negative.
– For more information, see our investment case on page 2, our business strategy on page 4 and our business model on page 5. Our sustainability strategy is described on pages 40 to 64, with details of our approach to Responsible Business on pages 44 to 47. Our principal risks are set out on page 67.

(b) The interests of the Group’s employees
– Our directors understand that our people are central to driving performance and growth. We aim to attract, retain and promote the best people and equip them to be our greatest ambassadors.
– The Chief People Officer or Head of Reward typically submits papers or information related to this responsibility to the Board for input, discussion, decisions, or to keep our directors informed.
– The Board considers a range of matters when considering proposals including:
- Progress on our performance culture and health and safety risks
- Employee engagement activities and feedback
- Talent pipeline and succession
- Pay fairness and benefits including gender pay gap data, trends and reporting
– For more details, see a summary of why and how we engage with employees and 2025 engagement outcomes on page 87 as well as the Empowering People section of our sustainability strategy on pages 48 to 51. Talent pipeline and succession planning, along with our Board Policy on Diversity, Inclusion and Equal Opportunities are in the Nomination Committee Report on page 95. Employee engagement activities are summarised on pages 37 and 87. Gender pay gap data is contained on page 51. Our non-financial and sustainability statement on page 64 sets out our key policies.

(c) The need to foster the Group’s business relationships with suppliers, customers and others
– Customers are the foundation of everything we do, enabling us to build a long-term sustainable business. Focusing on commercial excellence, market-led innovation and continuous improvement enables us to deliver high-quality products that meet our customer needs.
– Suppliers and other key stakeholders including third-party intermediaries, consultants, service providers and others – help us to develop, engineer, manufacture and serve our customers.
– Operating ethically and with integrity is a top priority for the Board, and we are committed to conducting Responsible Business.Our Code of Conduct, along with our Supply Chain Code of Conduct, defines the standards we uphold and expect from our suppliers and other stakeholders who work with us. – Summaries of why and how we engage with customers and suppliers, along with 2025 engagement outcomes are on page 37 and page 38. Details of engagement with suppliers, customers and others is described throughout the Strategic Report and in particular, in the Sustainable Solutions section of the sustainability report on pages 52 to 53. Our ethical standards are summarised in the Responsible Business section of the sustainability report on pages 44 to 47. Our non-financial and sustainability statement on page 64 sets out our key policies. Our Modern Slavery Act Statement, Code of Conduct and Supply Chain Code of Conduct can be found on our website.

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Section 172(1) factors

(d) The impact of the Group’s operations on the community and the environment

– Engagement with our community and environment is key to nurturing and protecting our good reputation. Minimising our environmental impact on the neighbourhoods where we operate and on the global community is key to maintaining a responsible and sustainable business.
– We are committed to lowering our carbon footprint and environmental impact by improving site efficiency, sharing successful strategies, and striving for ongoing reductions each year. Engagement with and action taken by suppliers will in turn help us and our customers achieve environmental goals.
– The Board approves our sustainability strategy and monitors our performance. Matters considered by the directors also include risks relating to health, safety and the environment, charitable donations, adverse weather risks and impacts across our global footprint and emerging sustainability laws.
– A summary of why and how we engage with our local communities and the environment, along with 2025 engagement outcomes, is on page 38. For more information, see our sustainability report from pages 40 to 63 which details our approach to Responsible Business, Empowering People, Sustainable Solutions and Climate Action. Our TCFD disclosures are on pages 57 to 63.

(e) The desirability of the Group to maintain a reputation for high standards of business conduct

– IMI’s purpose is Breakthrough engineering for a better world. We strive to act ethically and with integrity by embedding responsible business practices through a robust risk management framework, our Code of Conduct, strong compliance processes and respecting human rights. If things go wrong, we would take action.
– Our Board regularly reviews our frameworks underpinning our standards of business and governance. For example, it reviews the effectiveness of bribery prevention controls, fraud controls and whistleblowing controls. The Board regularly receives reports on concerns and related investigations raised via the IMI Hotline, our confidential, independently operated whistleblowing hotline that supports anonymous submissions in our core languages from anyone – internally or externally.
– Matters also considered by the directors include IMI’s Corporate Governance Framework, IMI’s Code of Conduct, financial and sustainability related performance and related statements, risk assessments, Modern Slavery Act statement, compliance reports, internal control and risk effectiveness reviews.
– The IMI Hotline can be accessed at www.imihotline.com. Our Code of Conduct and our Modern Slavery Act Statement are available on our website. Our financial and sustainability performance are detailed throughout the Strategic Report. Our risk management report can be found on pages 65 to 70 of the Strategic Report. Details of our core compliance areas are described in the Responsible Business section of the sustainability report on pages 44 to 47. IMI’s Corporate Governance Framework can be found on our website and is summarised on pages 82 to 84. Our non-financial and sustainability statement on page 64 sets out our key policies.

(f) The need to act fairly as between members of the Company

– Our directors seek to act fairly between the interests of all shareholders. Support from our investors is crucial for IMI to execute its growth strategy. We aim to enhance value today while driving sustainable value for tomorrow.
– We maintain regular, constructive communication with shareholders to share our strategy and performance, gather their feedback, build confidence, support ongoing access to capital, and guide Board decisions for IMI’s long-term success.
– Our directors meet shareholders in person at the Annual General Meeting and in group/individual investor meetings and receive feedback from management about investor and analysts feedback.
– A summary of why and how we engage with investors, along with 2025 engagement outcomes, is on page 36, and there is further information on page 88 in the Corporate Governance Report. Shareholder information disclosures are contained in the Directors’ Report on pages 127 to 130.

Examples of key decisions taken by either the Board or its Committees to drive our purpose, performance and strategy follow.

Section 172 statement continued

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Sale of Truflo Marine

In November 2025, IMI announced the sale of its Truflo Marine business to Fairbanks Morse Defense for an enterprise value of £225m. The Board concluded that this divestment would enable IMI to concentrate on three powerful megatrends: Energy, Automation, and Healthcare; megatrends that are expected to underpin sustainable growth in the years ahead. The Board also determined that the transaction was not reasonably likely to result in adverse consequences for IMI in the long-term.

Fairbanks Morse Defense, a multi-brand platform focused on the defence market, was considered a more natural owner for Truflo Marine, offering strategic alignment across multiple stakeholder groups. Our M&A team assessed the value of Truflo Marine to ensure offers met the Group’s expectations. The Board agreed that the disposal represented strong value for investors, with the achieved multiple comparing favourably to precedent transactions in the defence sector and exceeding IMI’s own trading multiple. Another key consideration was the use of sale proceeds, which were a key factor in our decision to announce a £500m share buyback in March 2026.

The transaction allows both IMI and Truflo Marine to focus their innovation efforts on serving their respective customers. Fairbanks Morse Defense brings broader technological capabilities to defence customers, enhancing service offerings. Employees transferred with the business, and no job losses were anticipated. The Board considered that the move would create broader career opportunities for employees whose expertise lies in the defence sector. The divestiture provides greater scope for employees to grow and develop within more focused organisations, each with a clear growth strategy. Cultural alignment and strategic fit were also assessed to support a smooth transition. Supplier relationships were expected to benefit from alignment with operations dedicated to the defence sector. The Board recognised that the transaction required approval under the National Security and Investment Act and appointed advisers to ensure compliance with UK governance standards and regulatory requirements. The sale enables both businesses to continue serving the communities in which they operate, while reducing potential supply chain risks for IMI.

Section 172 statement continued

Key Board decisions in the year

Responding to the cyber incident

In the first quarter of 2025, IMI experienced a cyber incident involving unauthorised access to its systems. Upon discovery, the Company acted swiftly, engaging leading external cyber security experts to investigate, contain and remediate the incident. Throughout the incident, IMI prioritised transparent and timely communication with all stakeholders. Regulatory bodies, including the Information Commissioner’s Office (‘ICO’), were notified promptly and IMI engaged with law enforcement throughout the investigation. Regular updates were issued to customers and employees, with communications reviewed and approved by the Board where appropriate to ensure consistency and accuracy.

To oversee the response and assess the evolving impact, the Board convened regularly. Throughout the incident, IMI employees displayed exceptional teamwork and resilience, maintaining focus on customer service and operational continuity. This proactive and inclusive approach to stakeholder engagement helped IMI preserve investor confidence, retain customer trust and reinforce employee morale. The incident also served as a catalyst for a broader review and enhancement of the Company’s cyber security framework.

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Performance reviews

Board performance

Every year, the Board reviews its performance and the performance of its Committees. Usually, the Board carries out an externally facilitated review every three years. The most recent external Board performance review took place in 2023 by EquityCulture, a company without any other business connection to IMI.

The 2025 Board and Committee performance review was conducted internally by the Chair and the Company Secretary. The Company Secretary held one-to-one interviews with each director, covering a range of topics including board dynamics (due to recent changes in Board composition), succession planning, strategy and risk, AI and the Board’s response to the recent cyber incident. Feedback from these interviews was collated and discussed with the Chair, before feedback was shared with the Board and each Committee at the December meeting.# 2025 Board performance review key findings and actions

Following careful consideration and a robust discussion, the Board noted that it was found to be operating effectively and minor suggestions to improve performance were noted. The main areas of Board focus for 2026 relate to furthering Board succession planning and enhancing Board skills and expertise in digital, technology and AI. There was thoughtful consideration of the Group’s digital ambitions and recognition of the need for greater Board expertise on digital, technology and AI matters. Reflecting on the impact on this skillset through the departure of a former non-executive director, the Board agreed to begin a search for a new non-executive director with relevant experience in this area. The Board will review progress against agreed actions during 2026 and will consider other actions to address any gaps where necessary.

The 2024 Board performance review highlighted the following areas for development and an update on progress is set out below.

Area of development

Update

Maintain the Board’s effectiveness and dynamics during Board changes in 2025

A structured induction programme was delivered for the Chair and the Chief Financial Officer, ensuring they were well-prepared to contribute effectively from the outset. As part of the 2025 internal Board performance review, specific questions were included to assess how well the Board had maintained its dynamic during these changes. Feedback from the directors confirmed that new members had integrated smoothly and that the Board continued to operate cohesively and effectively throughout the transition period.

Deepen the Board’s focus on the M&A pipeline

To deepen the Board’s focus on the M&A pipeline, updates on potential acquisition activity were added to the executive report, and presented at each Board meeting. Additionally, during the strategy session, Sector Presidents provided detailed overviews of their respective acquisition strategies and pipelines, enabling the Board to engage more directly with forward-looking M&A opportunities and assess alignment with Group growth objectives.

Board Committee 2025 performance reviews

The review of the Board Committees focused on Committee operation and the leadership of the Committee Chair. Each Board Committee Chair received feedback from the review which they discussed with their Committee. Each Board Committee was found to be operating effectively and for some, minor suggestions to improve performance were noted. The individual Committee Reports contain further information.

Chair’s performance review

The Senior Independent Director, Anne Thorburn, led a review of the Chair’s performance, with support and feedback from the other non-executive directors. They took into account relevant feedback regarding the Chair from the Board performance review. This review found that in his first year as Chair, he had quickly established effective leadership, had developed good working relationships with other Board members and had completed an extensive induction programme.

Individual director performance reviews

The Chair conducted performance reviews of each individual director finding each to be performing effectively, discharging their duties and making valuable contributions to the Board. Details of each Board member’s personal contribution can be found in the director biographies on pages 76 to 78.

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IMI plc Annual Report 2025 93

Composition, succession and evaluation

Nomination Committee Report

Dear Shareholder

I am pleased to present my report as Chair of the Nomination Committee. This report is intended to give an account of the Committee and its activities in 2025.

Jamie Pike
Chair of Nomination Committee

Date of appointment to the Committee:

Jamie Pike: January 2025
Thomas Thune Andersen: July 2018
Jackie Callaway: July 2023
Victoria Hull: August 2024
Katie Jackson: July 2018
Dr Ajai Puri: March 2021
Anne Thorburn: August 2024
Caroline Dowling: January 2020 (to 8 May 2025)

Highlights of the year
– Overseeing the induction of Jamie Pike and Luke Grant
– Appointing Victoria Hull as Remuneration Committee Chair
– Overseeing the pipeline for senior management

Priorities for the year ahead
– Overseeing the external performance review of the Board and its Committees
– Planning for the orderly succession for non-executive directors due to retire from the Board in 2027

The core responsibilities of the Committee include:
– Reviewing Board composition
– Leading the recruitment process and making recommendations for appointments at Board level
– Overseeing the development of a diverse pipeline for succession to the Board and Executive Committee
– Oversight of appointments to the Executive Committee
– Identifying and developing internal talent

The Committee reviewed and refreshed its terms of reference, which were approved by the Board to take effect from 4 March 2026. The full terms of reference of the Committee can be found in the IMI Corporate Governance Framework on the Company’s website.

The composition of the Committee meets the requirement of the UK Corporate Governance Code that a majority of members should be independent non-executive directors. All of the non-executive directors on the Committee are regarded as independent non-executive directors. I was considered independent on appointment. In the year, the Committee held three scheduled meetings. Member attendance is included in the table on page 85.

The Company Secretary is secretary to the Committee and, together with the Chief People Officer, attends all meetings of the Committee. The Chief Executive Officer is not a member of the Committee but is invited to attend all meetings. Neither the Chair, nor the Chief Executive Officer, would participate in the recruitment of their own successor.

Main areas of activity

Board changes and succession

In addition to our ongoing oversight of talent development, succession planning and diversity and inclusion, the Committee supported several key Board transitions during the year. These included the inductions of Luke Grant as Chief Financial Officer, Victoria Hull as Chair of the Remuneration Committee, and myself as Chair of the Board. My own induction was detailed in the Committee’s report within the 2024 Annual Report. As part of my ongoing induction, I have had the opportunity to visit several of our European sites during the year, accompanied by our Chief Executive Officer, Roy Twite. Further details of these visits are provided on page 7. Luke’s induction is outlined on page 97 of this report.

Caroline Dowling stepped down from the Board at the 2025 AGM, and Victoria Hull formally assumed the role of Remuneration Committee Chair from that date. Victoria joined the Board in August 2024 and has been a member of the Remuneration Committee since that time. She brings valuable experience from her roles as Chair of the Remuneration Committees at Network International Holdings plc and IQE plc. Since her appointment, Victoria has engaged regularly with our Chief People Officer, Head of Reward and external remuneration adviser, Willis Towers Watson.

Following these changes, the Committee placed particular emphasis on maintaining the effectiveness and dynamic of the Board. This was a key focus of our internal performance review process. Further details can be found on page 93.

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IMI plc Annual Report 2025 94

This performance review highlighted the need for a non-executive director with digital and technology experience. In December 2025, we began a search process and engaged Henrok Consulting to support us. Henrok Consulting is a signatory to The Voluntary Code of Conduct for Executive Search Firms.

Board succession planning features on the agenda at every Committee meeting. As part of its regular corporate governance reviews, the Committee agreed interim cover for the Chair, each Committee Chair and the Board roles of Senior Independent Director and the non-executive director with designated responsibility for workforce engagement. This was in addition to reviewing anticipated timescales for changes in Board positions, taking into account tenure, and succession options in the short and medium-term, as well as the requirements of the 2024 FRC Corporate Governance Code and our Board Policy on Diversity, Inclusion and Equal Opportunities.

Board and Committee composition

We are committed to driving Board effectiveness and ensuring the most appropriate composition of our Board and its Committees. This includes ensuring Board members hold a range of desired skills, experience and knowledge, as well as requisite independence and complementary personal characteristics, including a willingness to operate collaboratively, challenge robustly and promote a respectful, inclusive culture.

The Committee carried out a comprehensive review of the composition of the Board and each Committee. It also reviewed and updated the Board skills and experience matrix which can be found on page 74. All Committees have female representation and all members of the Remuneration and Audit Committees are independent non-executive directors.

Executive Committee composition and talent pipeline

The Committee continued to review our talent and succession pipelines. In 2025, the Committee evaluated talent development and succession planning for the top 45 business critical roles across the Group, with support from the Chief Executive Officer and Chief People Officer. This included reviewing development and succession plans for all members of the Executive Committee and reviewing talented colleagues with the potential to take on an Executive Committee role in the future. The Committee was encouraged to see that significant progress continues to be made of high calibre talent and increased levels of internal promotion.Details of our leadership development and succession planning processes are set out on page 51.

Diversity, inclusion and equal opportunities

In 2025, the Committee refreshed our Board Policy on Diversity, Inclusion and Equal Opportunities applicable to composition of and succession planning for the Board, all Board Committees and the Executive Committee. This was to ensure alignment with the FRC 2024 Corporate Governance Code, the Parker Review’s targets and gender and ethnicity representation targets for the Board in accordance with the Financial Conduct Authority’s (‘FCA’) diversity targets.

Our Board Policy on Diversity, Inclusion and Equal Opportunities

The Company acknowledges the value of diversity in its widest sense and its contribution towards effective Board operations and decisions. The Group operates a policy that is reviewed each year and provides the framework for productive working relationships. Taking account of its changing strategic needs, the Board will ensure that:

– The Board and its Committees have the appropriate balance, composition and mix of skills, experience, independence and knowledge to ensure their continued effectiveness, having regard to UK governance requirements on diversity
– A pipeline is maintained that promotes diversity, inclusion and equal opportunity in shortlists for succession to the Board and Executive Committee
– Only executive search consultancies that have signed up to The Voluntary Code of Conduct for Executive Search Firms are engaged when seeking appointments to the Board, so that the selection processes provide access to a diverse range of candidates
– Appointments to the Board are made on the basis of merit, with regard to the candidate’s suitability for the role, Board balance and composition and the required mix of skills, background and experience, promoting diversity, inclusion and equal opportunity
– Policies adopted by the Group promote diversity in the broadest sense
– Adequate and appropriate disclosure of:
- This policy and the inclusive culture initiatives the Group has in place and the steps it is taking to promote diversity, inclusion and equal opportunity at Board level and across the Company
- The composition and structure of the Board
- The gender balance of those in the Executive Committee, their direct reports and the leadership group
- The process of appointments to the Board

This policy is reviewed from time to time to monitor progress being made in order to assess its effectiveness. During the year, the Board applied the policy when reviewing Board and Executive Committee succession plans and during the processes to find new Board members.

We comply with the Parker Review’s target to appoint at least one Board member from an ethnic minority background. In March 2023, the Parker Review published an updated report and requested that FTSE 350 companies set a target for their senior management group who self-identify as being in an ethnic minority. For these purposes, ‘senior management’ is defined as the Executive Committee and their direct reports in the UK, except administration staff. We introduced two new management targets to achieve three senior managers from an ethnic minority background and a 15% target for senior management positions to be occupied by ethnic minority executives by December 2027. As at 31 December 2025, in line with the Parker Review’s definition, the percentage is 14%.

At 44%, we meet FCA guidance that women should hold at least 40% of seats on the Board. Our Senior Independent Director (‘SID’) is a female, as are our Audit and Remuneration Committee Chairs. As at 31 December 2025, our Executive Committee has 40% female membership, including two nationalities and 33% of the direct reports to the Executive Committee were female. We do not have express gender, ethnic or other related diversity quotas or measurable objectives for the Board’s composition.

In 2025, diversity data has been gathered on a self-identified basis asking ‘How would you describe yourself?’ using the ethnicity categories reported in Table 2 via:
– Board members using a questionnaire format
– Executive Committee members providing information to the Company’s HR department

As required by the UK Listing Rules, all data published to the right is as at 31 December 2025.

Table 1: reporting table on sex/gender representation as at 31 December 2025	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	66%	3	3	60%
Women	4	44%	1	2	40%
Not specified/ prefer not to say	0	0%	0	0	0%

Table 2: reporting table on ethnic background as at 31 December 2025	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	8	89%	4	4	80%
Mixed/Multiple ethnic groups	0	0	0	0	0
Asian/ Asian British	1	11%	0	1	20%
Black/African/ Caribbean/ Black British	0	0	0	0	0
Other ethnic group	0	0	0	0	0
Not specified/ prefer not to say	0	0	0	0	0

Oversight of IMI’s inclusive culture

The Committee’s oversight role in relation to how IMI maintains an inclusive culture is discussed as part of the annual strategic review process. A key measurement tool is the employee engagement survey, One Big Voice, which provides insights into the culture from an inclusion perspective.

Review of time commitments, conflicts and contributions

Directors are expected to fulfil their responsibilities and manage their schedules accordingly. This expectation is outlined in the letter of appointment each director signs. If a director is unable to attend meetings regularly, is not adequately prepared, or does not contribute effectively to Board discussions, the Chair will address the issue with them and agree on a course of action.

All directors have access to our policy on external appointments and executive directors are generally not permitted to take on more than one non-executive position. We assess each director on the basis of their individual circumstances. No director has raised concerns over the time commitment required of them to fulfil their duties. Details of the other significant appointments of each director are contained in the biographies on pages 76 to 78. All directors’ external appointments are subject to Board approval. When considering approving an appointment, the Board considers potential conflicts of interest, the director’s performance and their ability to meet their time commitment to IMI.

Following a review of their other commitments and after confirmation that each director can continue to meet their time commitments to IMI and discharge their duties, the Board approved the following external appointments in the year:
– Jackie Callaway’s appointment as CFO of Howden Joinery Group plc
– Dr Ajai Puri’s appointment as a director of private company, Beejapuri Dairy Private Ltd

During the year, details of any new conflicts or potential conflict matters were submitted to the Board for consideration and where appropriate, were approved. As part of the annual declaration, each director is asked to confirm their ability to commit sufficient time to their role. Details of the individual contributions of each director can be found in the biographies on pages 76 to 78. The Committee has reviewed director time commitments, conflicts and contributions, with each director abstaining from the discussion and voting in respect of themselves. The Committee considers that the time given to IMI by each non-executive director is sufficient. The Board is satisfied that no director is over-committed and unable to fulfil their responsibilities. The Board is satisfied that I have the necessary time to devote to my role as Chair.

Director’s re-election

The Board endorsed the Committee’s recommendation that all directors should stand for election or re-election at the AGM. Further information, including a description of the personal contribution of each director, can be found in the Notes to the AGM Notice or in the director biographies on pages 76 to 78.

Director induction

A formal induction process for new non-executive directors is well established and is the responsibility of the Chair, with support from the Chief Executive Officer, Chief People Officer and Company Secretary. Business familiarisation is at the core of induction and continuing development for non-executive directors at IMI and is centred around gaining an understanding of the business and getting to know the wider management team. My induction was set out in the 2024 Nomination Committee Report.

Luke Grant joined the Board as Chief Financial Officer on 1 August 2025. His induction programme was carefully tailored to reflect his prior experience, knowledge of the Group, and his participation in Board Committees. To support a smooth transition, Luke held one-to-one meetings with the Chair, non-executive directors and senior management across the business. He also completed the General Management Programme at Harvard University, designed to equip senior leaders with the skills to address complex business challenges, foster cross-functional collaboration and lead strategic change. He also completed London Business School’s ‘Cybersecurity and Digital Trust for Leaders’ course. Luke brings deep knowledge of IMI, having joined the Group in 2013 and held a range of senior roles including Group Financial Controller, Head of Investor Relations, and Vice President of Finance for the Industrial Automation sector.To further support his transition to a public company Board role, tailored training was provided by external legal advisers. Daniel Shook, IMI’s previous Chief Financial Officer, stepped down from the Board and Executive Committee in July 2025, but continued to support the Company until the end of the year to ensure a smooth handover.

Board continuing development

Appropriate training and other continuing professional development is available to all non-executive directors, and regular updates are given during the year where they are relevant to the business arising at Board and Committee meetings. In the year, an update on the sustainability landscape was received. Tailored regulatory and best practice updates were also provided to the Audit and Remuneration Committees during 2025. Non-executive directors are encouraged to undertake appropriate external training.

Committee performance review

An internal performance review of the Committee was undertaken in the year and was led by me and the Company Secretary. The review found that the Committee performs well, has the right membership and has been highly effective in identifying and recommending qualified candidates for leadership positions. Following careful consideration and a detailed discussion, the Committee agreed to focus on further developing Board succession plans in 2026, including refreshing the skills matrix to more closely align with the Company’s strategy. It was also agreed to commence a search for a new non-executive director with relevant digital, technology and AI experience to enhance the Board’s collective expertise. The Committee also reviewed progress during 2025 in respect of focus areas agreed, following the 2024 internal performance review.

Progress on 2024 review	2024 focus area	Progress
Focus on the further development of succession plans for key management levels in 2025	In 2025 all business-critical leadership roles were filled, ensuring IMI has both the immediate capability to deliver against our strategy and the longer-term leadership strength to share our future. Succession planning is now in place for more than 150 key roles, building a more resilient and diverse leadership bench.

Yours faithfully
Jamie Pike
Chair of the Nomination Committee
5 March 2026

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IMI plc Annual Report 2025 97

Audit Committee Report

Dear Shareholder,
I am pleased to present this report on the work of the Audit Committee over the last year.

Jackie Callaway
Chair of Audit Committee

Date of appointment to the Committee:
* Jackie Callaway: July 2023
* Thomas Thune Andersen: March 2020
* Anne Thorburn: August 2024

Highlights of the year

Reviewed the Company’s readiness for the 2024 UK Corporate Governance Code Provision 29 by overseeing the design and implementation of a testing programme for material financial and non-financial controls, evaluating initial results, and providing challenge to management on enhancements required to strengthen compliance
Oversaw the deployment of an automated solution to strengthen internal controls, streamline documentation, and support evidence-based testing and review, incorporating integrated issue logging and action tracking
Engaged with sector and functional financial leadership, including the Chief Financial Officer of Sector Operations, Controller of Sector Operations and Sector Finance VP for Industrial Automation, to review the second-line balance sheet process and gain insights during the Committee’s site visit to Brno, Czech Republic in October 2025
Facilitated a seamless transition for the Chief Financial Officer by overseeing the onboarding process, providing personalised coaching and guidance, and maintaining continuity in financial reporting and controls

Priorities for the year ahead

Maintain active collaboration with Sector Finance VPs to deliver deeper insights into risk management, controls and IT environments
Strengthen assurance and governance by reviewing material controls testing outcomes and timely remediation and advancing IMI’s risk management framework through integration and roll-out of the Enterprise Risk Management tool to enhance risk data consolidation and reporting
Undertake a comprehensive external quality assessment of the Internal Audit function to validate effectiveness and alignment with industry standards
Ensure seamless leadership and audit continuity by managing the transition of the Director of Group Assurance and overseeing the change to a new external audit partner, maintaining effective oversight throughout both handovers

The Committee’s principal responsibilities are to monitor the integrity of the Group’s financial reporting and financial statements, to review the effectiveness of internal financial controls, to monitor and review the effectiveness of internal audit, and to make recommendations to the Board on the appointment of an external auditor. The Committee acts in an oversight role for Annual Reports, financial statements and announcements with extended financial content including sustainability reporting requirements, all of which are prepared by management.

The full terms of reference of the Committee, which were reviewed during the year, can be found in the IMI Corporate Governance Framework on the Company’s website.

The Committee met five times during the year. In addition to the regular cycle of challenge and oversight activity, it continued to focus this year on supporting management in readiness for Provision 29 of the 2024 UK Corporate Governance Code, effective from 1 January 2026. The Committee also reviewed the Company’s key financial information.

Internal control matters are regarded as a high priority and this year we have continued to review the work undertaken to enhance the risk management and internal controls framework and have also reviewed Group Assurance reporting each quarter. We continue to challenge detailed aspects of the Group’s policy for treatment of adjusting items in Alternative Performance Measures (‘APMs’). The Committee has monitored the external auditor in their fifth year to ensure the audit quality and audit effectiveness remain at the highest levels and the external auditors have demonstrated professional scepticism throughout the process. The Committee continues to welcome fresh insight and challenge from the auditors.

Members of the Audit Committee

Anne Thorburn, Thomas Thune Andersen, and I were members of the Audit Committee throughout the year. All Committee members are regarded by the Board as independent non-executive directors and details of our experience are included on pages 76 to 78. Member attendance is included in the table on page 85.

I have chaired the Audit Committee since 1 September 2024 having joined as a member on 1 July 2023. As your Audit Chair, I am a qualified accountant with over 30 years’ experience working in finance across multinational manufacturing and supply chain businesses. I am currently Chief Financial Officer at Howden Joinery Group plc, and so the Board are satisfied that I have significant recent and relevant financial experience.

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IMI plc Annual Report 2025 98

The Board is also satisfied that the Committee members have experience at Audit Committee level and collectively the Committee has the financial, commercial and auditing skills, experience and objectivity to be an effective Audit Committee. Furthermore, Committee members attend, as appropriate, external training sessions to update our knowledge.

The Committee invites the following to join appropriate parts of its meetings: the Chief Executive Officer, the Chief Financial Officer, the Group Financial Controller, the Director of Group Assurance and the external auditor. In addition, the Chair and other non-executive directors are welcome to attend, and usually join, the meetings. The Secretary to the Committee is the Chief Legal Officer & Company Secretary. The Committee meets with the external auditor and with the Director of Group Assurance without management present. The Committee has the power to call on any employee to attend.

Main areas of activity

All meetings included a review of current accounting matters within the Group, internal audit reports and external audit matters. These activities are detailed in the following sections.

During the year, the Committee reviewed the treatment of adjusting items in Alternative Performance Measures (‘APMs’) and the acquisition accounting for TWTG. The Committee monitors changes in senior finance roles and challenges management to ensure continuity of financial reporting standards following team changes. In 2025, management achieved successful internal transitions of key senior finance roles and has refreshed the talent pipeline for succession planning, including the successful succession of the Chief Financial Officer with the role having been filled by an internal candidate. For further details refer to page 97.

An update on tax affairs and compliance from the Head of Group Tax was received by the Committee and the Corporate Tax Strategy, which is available on our website, was approved by the Committee. This year’s discussion with the Group’s Head of Treasury and Pensions focused on the Group’s refinancing activities and strategy as well as the progress made towards the full buyout of the UK Defined Benefit Pension Scheme, which has completed in 2026. For further details refer to page 33.

The Committee reviewed and approved for submission to the Board the statements on going concern and viability, which are on page 72 and 71 respectively.The Committee was satisfied with the going concern and viability statements taking comfort in particular from the resilience demonstrated by IMI’s businesses in recent periods, the relative strength of the Company’s balance sheet and the committed borrowing facilities in place. The Committee reviewed management’s approach to preparing the Annual Report with the European Single Electronic Format (‘ESEF’) tagging. Management continues to use an outsourced provider with expertise to complete the initial tagging prior to finalisation internally. The Committee advises the Board on the fair, balanced and understandable requirements for the Annual Report and half-year results statement. In the Annual Report, the fair, balanced and understandable criteria are also a review area for the external auditor who has not reported any exceptions. The Statement of directors’ responsibilities on page 131 includes confirmation by the Board that it considers this Annual Report, taken as a whole, to be fair, balanced and understandable. Deloitte was reappointed to be the Group’s external auditor for the year ended 31 December 2025.

Significant judgements and estimations in the financial statements

In preparing the accounts, there are a number of areas requiring the exercise by management of judgement and estimation. These matters were the subject of appropriate detailed analysis and commentary in papers and reports to the Committee from management and the external auditor. The Committee reviewed the significant accounting areas involving such judgements and estimates and these are described below.

Significant accounting matters

Revenue recognition
The Committee discussed the timing of revenue recognition on some of the Group’s larger contracts within the Process Automation sector. This is an area of focus on which the external auditor reported to the Committee. Having reviewed management’s process and oversight of these contracts and the external auditor’s comments, the Committee concluded that revenues were appropriately reflected in the financial statements. Note 2 to the financial statements provides further information.

Inventory valuation
The year-end balance sheet includes inventories of £396.5m after £62.5m of provisions and £22.9m relating to assets classified as held for sale. The Committee reviewed the judgements applied to standard costing valuations and provisions against excess and obsolete inventory and concurred with management’s assessment. Inventory valuation was a key audit matter for the external auditor, in respect of which it reported to the Committee that inventory valuation across the Group is considered appropriate. Note 15 to the financial statements provides details of inventory valuation.

Adjusting items
The Committee considered both the items treated as adjusting and their application in APMs. The Committee reviewed all adjusting items, including the treatment of acquired intangible amortisation and tax-related adjustments, as well as the recognition of costs associated with the cyber incident in early 2025 and the accounting for the profit on the sale of the property in California. For further details refer to page 153. The Committee concluded there had been adherence to the Company’s adjusting items policy.

Impairment of goodwill and intangibles arising from acquisitions
The Committee considered the level of goodwill and intangible assets held on the Group’s balance sheet for recent and past acquisitions and whether, given the future prospects of these businesses, the carrying value in each case remained appropriate. The year-end balance sheet includes goodwill of £650.8m (2024: £670.9m), excluding £13.6m relating to assets classified as held for sale and intangible assets arising on acquisitions of £149.6m (2024: £180.9m). Due to the complexity and volatility involved in calculating the discount rates for the purposes of impairment testing, S&W Group was engaged for a fourth year to perform the calculations and report to management on these, which was concluded by the Committee as appropriate. In assessing the impairment of goodwill, management has considered the future impacts of climate change which is considered as part of the Group’s five-year strategic plan.

Impairment was also an area of focus for the external auditor who challenged the assumptions used in the model and reported its findings to the Committee. The external auditor also concurred with the assessment that no impairments were required. Note 11 to the financial statements provides details regarding the Group’s intangible assets and goodwill.

Tax
The Committee reviewed the adequacy of taxation provisions for uncertain matters. Further details on these areas can be found in Notes 3 and 9 respectively.

Key sources of estimation uncertainty
There were no critical judgements or key sources of estimation uncertainty applied in 2025.

Control environment

The Committee reviewed the overall control environment during the year and considered the different responsibilities for site, region, sector, Sector Operations and Group teams. The continued implementation of the automation tool across the organisation to support with balance sheet reconciliations is progressing well and has helped to facilitate an improved control environment and risk-based approach to controls. Following the Financial Reporting Council’s publication of the 2024 UK Corporate Governance Code, management is actively preparing to meet the requirements of Provision 29, which becomes effective for the financial year ending 31 December 2026. This provision introduces enhanced expectations around the effectiveness of risk management and internal control processes.

Defining Material Controls

Our approach to identifying financial and non-financial material controls has been guided by IMI’s risk appetite, Principal Risks, and the Audit Committee’s review of the Internal Control Declaration process, led by Group Assurance. Materiality has been assessed in the context of the scale, complexity, and regulatory environment of our operations. We define material controls as those critical to mitigating key risks that could adversely affect the long-term success of the Group. These are controls where failure, either through ineffective operation or resulting in material misstatement or omission, could influence decisions made by key stakeholders.

Implementation Approach

During the second half of 2025, the Group deployed AuditBoard: SOXHUB, a cloud-based platform designed to:
– Enhance collaboration across first-line teams, auditors, and control owners;
– Automate control testing and evidence collection; and
– Enable real-time monitoring of control effectiveness and issue resolution.

Financial Reporting Council Review of the 2024 Annual Report

As part of its routine monitoring activities, the Financial Reporting Council’s Corporate Reporting Review team (‘CRR’) conducted a review of IMI’s 2024 Annual Report. This review does not provide assurance that the annual report and accounts are correct in all material respects as the FRC’s role is not to verify the information provided to it but to consider compliance with reporting requirements. Following completion of its review, the FRC confirmed that it had no questions or follow-up queries for IMI. The FRC did, however, provide a number of recommendations to enhance certain disclosures. These recommendations have been considered and, where appropriate, reflected in the preparation of the 2025 Annual Report.

Internal audit

The Committee received reports from, and monitored the work of, the Group’s internal audit function, known as Group Assurance. Group Assurance has a direct reporting line to the Committee and also reports through the Chief Financial Officer to the Chief Executive Officer. Group Assurance work is primarily directed towards financial control audits but also covers other selected areas including project planning and implementation for major business changes and internal control declarations, which cover financial and non-financial controls. For more information on the Board’s oversight of internal controls, please see page 89.

In addition to the sites reviewed in the year, Group Assurance continued to focus their review on the Group’s increasing use of digital tools. This included a review of the following:
– The Group-wide travel and expenses system
– IT system implementation within the sectors
– Data validation for key inputs into the key performance metric, Total Recordable Incident Frequency Rate, and climate-related data disclosed in the sustainability section of the Annual Report.

Additional projects reviewed throughout the year encompassed assessments of ERP systems, evaluations of investment appraisals, confirmation of the 2024 Bonus and Incentive Outcomes, as well as IT and Legal support activities connected to the cyber incident.

Group Assurance works closely with the sectors to implement monitoring and review processes to complement the internal and external audit coverage. Locations to be reviewed each year are selected on a risk assessed basis, discussed and agreed with the Committee and take account of the external audit plan. In 2025, as in any other year, minor adjustments were made to the plan to reflect changes in the business with the Audit Committee being consulted on amendments at all of its meetings. The completion of actions arising from internal audits and reviews is monitored by the Committee to ensure their timely completion. During the year, 35 internal audit reviews were completed. The majority of the 2025 internal audit plan included a physical visit as part of the review. As in prior years, a flexible approach and use of remote audit procedures were also used to improve efficiency and ensure emerging issues were addressed.The Group Assurance team is led centrally by experienced, senior internal audit professionals and across the Group there are over 50 staff trained to conduct internal financial control audits. The annual plan and resourcing for internal audit were approved by the Committee and take account of the enhanced monitoring and review activity within the sectors. The scope of internal audits covers certain operational and commercial risks in addition to financial controls. Experienced financial managers from the sectors, work on combined audits covering financial, operational and commercial matters. Group Assurance has trained sector finance managers in financial control audit techniques and provided a toolkit to support them in performing financial control audits at other sites in their sector. Financial control evidence binders are used across the Group to help improve internal controls and to make internal audits more efficient. The binders also support transition and continuity in the event of any changes in finance staff. The Committee reviewed the effectiveness of Group Assurance with management and considered input from the external auditor. Effectiveness was assessed against delivery of the assurance plan, quality of reporting and stakeholder feedback. The Committee concluded that Group Assurance operated effectively and supports the co-sourcing model, Audit Committee Report continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025100 with the central team working alongside experienced finance managers across the sectors, to enhance assurance outcomes.

In 2026, the Group Assurance team will prioritise evaluating and challenging the recently implemented systems and processes designed to monitor the effectiveness of material controls throughout IMI. This will include making sure that all necessary process documentation is properly incorporated into the automation tool.

Paul Roughsedge, Director of Group Assurance, retired at the end of 2025. On behalf of the Audit Committee, I would like to thank Paul for his contributions to IMI throughout his 16 years in the role. Paul has been succeeded by Vishal Daudia, who was appointed as Director of Group Assurance with effect from 1 December 2025. Vishal is a Chartered Accountant and experienced Head of Assurance, having led assurance functions across complex multinational organisations.

External audit independence and performance review

The Committee approved the proposed external audit approach and its scope based on the size and level of risk of the entities concerned. The Group and the external auditor take a risk-based approach to audit and other assurance activity. The key audit matters identified by Deloitte are set out in its report on pages 132 to 139 and were reviewed by the Committee in approving the audit scope and plan.

The Committee considered the independence and objectivity of the external auditor to be satisfactory. In assessing auditor independence, the Committee had regard to the Financial Reporting Council’s (‘FRC’) best practice guidance for audit committees. It also considered the FRC’s Minimum Standards for Audit Committee and, apart from one action to be considered when the Group retenders the audit in the future years, those standards are being met. In addition, the external auditor confirmed that its ethics and independence policies complied with the requirements of the FRC’s Ethical Standard.

To maintain the objectivity of the audit process, the external audit partner responsible for the Group is rotated within the audit firm at least every five years and the current Senior Statutory Auditor, Dean Cook, who was first appointed for the 2021 audit has rotated off. Andrew Bond will assume the role of Senior Statutory Auditor for the 2026 audit.

The policy on the engagement of the external auditor for non-audit work, reflects regulatory requirements. It requires approval by the Committee Chair for any non-audit engagement for which the estimated fees exceed £10,000. The Chief Financial Officer monitors any proposed non-audit engagements of Deloitte and refers to the Chair for approval as appropriate. The policy does not allow work to be placed with the auditor if it could compromise auditor independence, such as functioning in the role of management.

Non-audit fees paid to the auditor were £0.1m (2024: £0.1m), which represents 3% of the audit fee and demonstrates the tight control which is maintained in this area. The only significant non-audit engagement during the year was in respect of the interim results review, which is technically not statutory audit work but is typically placed with the audit firm and was approved by the Committee. The auditors were engaged for non-audit services where their detailed understanding of the Group enabled efficient delivery. The Committee considers the level and nature of non-audit work to be modest and not to compromise the independence of the external auditor. The Committee is satisfied that Deloitte is fully independent from management and free of conflicts of interest.

Pursuant to the power granted at the 2025 Annual General Meeting, the Committee reviewed and approved the proposed audit fee payable to Deloitte.

The Committee formally reviewed the effectiveness of the 2024 external audit process. As in other years, a questionnaire, sent to over 30 site finance directors and interviews with members of the Committee and selected executives were used to assess the quality and the effectiveness of the external audit process. Based on the results of the questionnaire and feedback received, the Committee believes the 2024 external audit process was good and effective. To enhance further the external audit process, certain improvement actions were identified, and plans were put in place by management and Deloitte to address these during the 2025 audit. Management and Deloitte made improvements in key action areas, and we are satisfied with the progress made. The Committee also reviewed the FRC’s Audit Quality Review report regarding Deloitte.

Statement of compliance

IMI confirms that it was in compliance with the provisions of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitor Tender Processes and Audit Committee Responsibilities) Order 2014 during the year ended 31 December 2025.

Audit tendering

Current legislation will require an audit tender by no later than 2031 and the Company retains the freedom to tender earlier. The Committee considers it would be appropriate to conduct an external audit tender process commencing in the year before any change of auditor is made and therefore not later than 2030 in any event.

Committee evaluation

An internal performance review of the Committee was undertaken in the year. The review found that the Committee performs well and no major areas of concern were identified. The Committee approved this report on its work.

Yours faithfully

Jackie Callaway
Chair of the Audit Committee
5 March 2026

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Sustainability

Sustainability Committee Report

Dear Shareholder

I am pleased to present my report as Sustainability Committee Chair for the first full year of its establishment.

Thomas Thune Andersen
Chair of the Sustainability Committee

Date of appointment to the Committee:
* Thomas Thune Andersen: September 2024
* Victoria Hull: September 2024
* Dr Ajai Puri: September 2024

Highlights of the year

Scope 1 & 2 absolute emissions reduced by 43% since 2019 (location-based)
Scope 1 & 2 absolute emissions reduced by 90% since 2019 (market-based)
Non-recycled hazardous waste reduced by 43% since 2022
Review of our climate change natural hazard risks
Approval of our sustainability policy (see our website for further information)
Approval of a revised CO2 metric aligned to revenue intensity

Priorities for the year ahead

Reviewing and approving our climate transition plan as a prerequisite to compliance with ISSB
Establishing additional frameworks and policies to enhance our sustainability strategy further

The core responsibilities of the Committee include:
* Oversee the development of the Company’s sustainability strategy
* Review the effectiveness of the teams, external advisers, governance and processes in place to ensure the outcomes of the sustainability strategy are delivered
* Support the Remuneration Committee on the use of sustainability metrics in executive remuneration
* Monitor annual and long-term progress against previously set sustainability objectives

Composition

The Committee consists of three non-executive directors. All of the non-executive directors on the Committee are regarded as independent non-executive directors and details of our experience are included on pages 76 to 78. In the year, the Committee held three scheduled meetings. Member attendance is included in the table on page 85. The Company Secretary is secretary to the Committee and together with the Head of Risk & Sustainability attends all meetings of the Committee. The Chief Executive Officer and Chief Financial Officer are not members of the Committee but are invited to attend all meetings. In addition, the Chair and other non-executive directors are welcome to attend, and usually join, the meetings.

Sustainability in 2025

The year marked a turning point from a regulatory-driven agenda toward innovation-led transformation.While the EU implemented a revised timeline for the Corporate Sustainability Reporting Directive (‘CSRD’) implementation with the ‘stop-the-clock’ announcement, this enabled us to concentrate more on a shift towards delivering tangible impact through sustainable solutions and improve data for our customers. The focus is shifting towards embedding ESG principles directly into product development. This change means that we are integrating environmental, social, and governance considerations into the core of our product strategy ensuring that our solutions not only meet regulatory standards, but also deliver measurable sustainability benefits to our customers and end-users. This has manifested in a broad range of opportunities identified through our Growth Hub initiative to solve our customers’ problems and also ensure sustainability is addressed. Our Climate Control sector successfully obtained Environmental Product Declarations (‘EPDs’) on over 50% of their products by revenue and we aim to replicate this across our other sectors where it makes sense to do so. We continue to focus on decarbonising our operations but also are looking at product content and materials traceability including conflict minerals in our products, minimising use of high-risk smelters and eliminating forever chemicals.

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Minimising our impact in 2025

We maintain a strong commitment to decarbonising our operations. In 2025, we operated solar panels at 21 sites, generating 9,953 MWh of renewable energy, an increase from 6,082 MWh in 2024. To further demonstrate our environmental dedication, 21 out of our 47 manufacturing facilities are ISO 14001 certified, with three holding ISO 50001 certification. We have also acquired renewable energy certificates covering 87% of our electricity usage, compared to 89% in 2024. Our CO2 emissions continue to decrease as a result of sustained operational enhancements. We actively disclose and support CDP Climate by reporting our risk management and performance, maintaining a grade of B in 2025. Additionally, we will evaluate water security and climate change score reports in alignment with our sustainability strategy to continuously improve our environmental outcomes.

We have also made a change to the way we report Scope 1 & 2 CO2 intensity, aligning to million pounds of revenue and moving away from hours worked as our normalisation factor. This adjustment better aligns with business strategy and aids external benchmarking while maintaining a target that is equally challenging and credible for stakeholders. As a result of this review, we have updated the target to be 60% reduced (by 2030) compared to the 2019 baseline and recommended a simplified annual reduction target to be included in the long-term incentive of our executive remuneration structure. In addition, we are applying this normalisation factor change to our water intensity metric and will now be reporting water usage with reference to million pounds of revenue. Our updated target is to maintain water usage to below 75m³ per million pounds of revenue, a 33% reduction compared to the initial base line of 111 m³ per million pounds of revenue, reported for our 2020 baseline.

Sustainability in 2026

In 2026, we will focus on delivering a comprehensive Climate Transition Plan in preparation for the adoption of UK SRS (IFRS S1 and S2). This plan will set out clear objectives and milestones to demonstrate how we will achieve our long-term climate commitments. We will include this in out next annual report. We plan to further develop our Scope 3 emissions strategy by working towards improved data accuracy and gradually incorporating product carbon footprints, with the intention of evolving away from a reliance on spend analysis over time. These efforts are intended to complement our ongoing initiatives aimed at reducing Scope 1 & 2 emissions, where progress has already been made towards our targets.

Product sustainability continues to be an important priority for us. In 2026, we expect to complete the pilot phase of our Product Sustainability Assessment, which is designed to help us better understand the proportion of our portfolio that contributes positively to sustainability outcomes. We also plan to enhance the resilience of our supply chain by considering diversification of critical components including conflict minerals and forever chemicals. We note the recent developments to the CSRD framework and are exploring its potential applicability to IMI. This review will ensure we remain prepared for any future reporting requirements. Governance and compliance will be strengthened through the implementation of UK SRS disclosure requirements. We will aim to close gaps in governance reporting, climate risk modelling, and stakeholder engagement, ensuring that our disclosures meet required standards. Our approach will remain interoperable with the European Sustainability Reporting Standards (‘ESRS’) and CDP requirements. We will also build internal capability through training and governance updates, ensuring that our teams are equipped to meet evolving regulatory and stakeholder expectations.

Committee performance review

An internal performance review of the Committee was undertaken in the year. The review found that the Committee performs well, and no major areas of concern were identified.

Yours faithfully
Thomas Thune Andersen
Chair of the Sustainability Committee
5 March 2026

Sustainability Committee Report continued
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Remuneration

Remuneration Committee Report

Dear Shareholder
On behalf of the Board, I am pleased to present the Annual Directors’ Remuneration Report for the year ended 31 December 2025. This is my first report as Remuneration Committee Chair following my appointment on 8 May 2025.

Victoria Hull
Chair of the Remuneration Committee

Date of appointment to the Committee:
Victoria Hull	August 2024
Katie Jackson	July 2018
Dr Ajai Puri	March 2021
Caroline Dowling	(January 2020 to 8 May 2025)

Highlights of the year

– Continued to create value for our stakeholders through improved financial performance
– Implemented pay decisions to support the successful transition of Chief Financial Officer from Daniel Shook to Luke Grant

Priorities for the year ahead

– Oversee an effective review of our Remuneration Policy for shareholder approval at the 2027 AGM
– Support initiatives to maintain our goal for all employees to be paid a fair wage

Remuneration in 2025

Context

The Committee carefully considered the remuneration of the executive directors in the context of the pay and conditions of the wider workforce, overall business performance and the economic environment. The Committee are comfortable that the decisions taken were appropriate, and in the best interests of the wider business and its key stakeholders. The Committee was pleased to see that 96.46% of shareholder votes at the 2025 Annual General Meeting supported the Committee’s implementation of the current Remuneration Policy.

Economic environment

Our stretching 2025 annual incentive targets were set with the ambition to achieve significant growth on 2024 results. Whilst 2025 was a year of significant macroeconomic disruption, there has been no cause to adjust targets.

Wider workforce pay

We continue to review and update our salary positioning compared to latest cost of living increases impacting our employees. We regularly analyse living wage indices to assess employee pay against cost of living standards, and adjust pay levels where appropriate to ensure all our employees are paid a fair wage reflecting the value of work undertaken and the local cost of living. Pay budgets are adjusted to ensure that higher than average pay awards are awarded to those employees most impacted by cost of living changes and our best performers. As a Committee we are happy with the approach the Company has taken with the wider workforce which has resulted in an average UK pay award of 4%.

Pay for performance

Our focus in determining incentive outcomes for 2025 was to make sure that payout levels were appropriate in the context of wider Company performance and workforce pay. As in previous years, we sought to achieve a strong link between pay and performance in the implementation of our remuneration policy. A high proportion of our executive directors’ remuneration remains closely tied to business performance; the Committee select performance measures that align to our purpose and strategy, with strong links to our reportable KPIs. More information is provided on pages 28 to 29.

Key strategic and performance highlights in 2025 include:
– Group revenue of £2,304m increased organically by 5% and adjusted operating margin increased by 30bps to 20.0%, statutory operating margin was 220bps higher than last year
– Group adjusted profit before tax increased from £419m to £442m, statutory profit before tax increased from £330m to £420m
– Adjusted basic EPS increased from 122.5p to 132.3p

The Alternative Performance Measures referred to above are defined in Note 3.

Incentive outcomes

Annual incentives paid to executive directors in respect of performance in 2025 were based on achievement of stretching targets relating to Group adjusted profit before tax and strategic and personal objectives, incorporating sustainability metrics. The Committee determined annual incentive outcomes ranging between 76.1% and 76.9% of maximum for the executive directors, which fairly reflects business and individual performance and is aligned with the wider stakeholder experience.

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The 2023 IMI Incentive Plan (‘IIP’) award was granted on 24 March 2023 and is due to vest on 24 March 2026.In determining the level of vesting under the award the Committee has full discretion to adjust the vesting based on business performance factors, macroeconomic conditions, shareholder experience, and potential windfall gains due to share price movements. Following a review of the above factors the Committee determined that no adjustment shall be made to the formulaic outcome. The 2023 IIP award was subject to relative Total Shareholder Return (‘TSR’), Adjusted Basic Earnings Per Share (‘EPS’) growth, stretching Return on Invested Capital (‘ROIC’), and CO 2 intensity targets measured over three financial years and will vest at 79.2% in March 2026.

Director changes

On 1 August 2025 Luke Grant succeeded Daniel Shook and joined the Board as Chief Financial Officer. Luke’s remuneration on appointment is in line with our Remuneration Policy and details included in the 2024 Directors’ Remuneration Report. Details can be found on pages 121 to 123. Similarly, no changes have been made to Daniel Shook’s agreed terms of departure. Details can be found on page 122.

Remuneration in 2026

Base salary

As part of the annual salary review approach for executive directors and in line with our Remuneration Policy, the Committee considers multiple factors including salary movement across the wider workforce, individual performance, business performance and external positioning. We benchmark IMI executive directors against the FTSE 31-100 (excluding financial services) to ensure IMI maintains the level of pay that supports talent attraction, retention and succession needs as well as the company’s growth ambitions whilst operating in a global market.

Since his appointment in 2019, Roy’s performance has been exceptional. IMI’s growth strategy has been transformational, creating significant value for our shareholders. IMI delivered a TSR of 240% between Roy’s appointment as CEO on 9 May 2019 and 23 February 2026 – within the upper quartile of current FTSE 100 constituents, reflecting the change he has led and the sustained performance culture that has been created. Performance in 2025 has continued to be strong, with IMI delivering its fifth consecutive year of mid-single digit organic sales growth, aided by a record £206m in Growth Hub orders, while operating margins further increased to 20.0%, which is 580bps higher than in 2019.

Following the review of all the above factors, the Committee determined that it is appropriate to award an increase of 7% to Roy Twite from £900,000 to £963,000. The Committee is aware that high- performing CEOs of global companies are highly sought after in the market for executive talent. Whilst this is a consecutive annual increase above the average increase awarded to UK employees, this increase ensures that Roy’s base salary remains broadly in line with the median of the FTSE 31-100, excluding financial services. Target total pay, including bonus and long-term incentives, remains below median.

Luke has made an outstanding start since his appointment as Chief Financial Officer and has assumed responsibility for Group Risk Management. He has demonstrated exceptional leadership of the IT function following the cyber attack at the start of 2025 and has completed a ‘Cyber security and digital trust of leaders’ course at the London Business School, reinforcing his expertise in this area. Given this performance and the recently extended scope of his responsibilities, the Committee has determined that Luke’s salary be increased by 7% from £576,700 to £617,100. This increase will mean Luke’s base salary remains competitively positioned against the median of the FTSE 31-100, excluding financial services. Target total pay, including bonus and long-term incentives, remains below median.

The Committee was in unanimous support of these salary increases, particularly in the context of the very strong business performance amidst an increasingly complex geopolitical and economic landscape. In the context of a highly competitive global market for senior talent, the Committee is aware of the need to ensure that the executive directors remain competitive on a total pay basis to be able to attract executives of the calibre required to deliver the Group’s growth ambitions. The average increase awarded to UK employees was 4%.

Policy review

The Committee intends to undertake a review of current policy in 2026, with the new policy to be presented for shareholder approval at the 2027 AGM. At the core of the review will be the alignment of policy with our strategic direction, the remuneration related provisions of the Code and evolving investor views. The policy review will consider talent attraction and retention requirements for high performing Executive and leadership teams alongside wider workforce remuneration and sustainability considerations to deliver on our strategy.

Policy implementation

No changes have been proposed to the overall measures or weightings applying to the annual bonus and IIP for 2026. The annual bonus will continue to be based on Group adjusted profit before tax and strategic and personal objectives, incorporating sustainability metrics. The IIP award for 2026 will be based on relative TSR (30%), Adjusted EPS growth (30%), ROIC (30%), and total CO 2 intensity (Scope 1 & 2) reduction (10%).

Yours faithfully
Victoria Hull
Chair of the Remuneration Committee
5 March 2026

Remuneration continued
Strategic Report
Additional Information
Financial Statements
Corporate Governance
IMI plc Annual Report 2025 105

Remuneration continued

Annual Directors’ Remuneration Report

On behalf of the Board, the Remuneration Committee (the ‘Committee’) presents the Annual Directors’ Remuneration Report, which will be put to shareholders for an advisory (non-binding) vote at the Annual General Meeting to be held on 12 May 2026. The report includes details of the work of the Committee, the pay received during the year in accordance with our current Directors’ Remuneration Policy, approved by shareholders at the Annual General Meeting on 8 May 2025. A copy of the approved Directors’ Remuneration Policy is included in the 2023 Annual Report which can be found on the IMI website.

The Committee Composition

The members of the Committee throughout the year were Caroline Dowling (Chair until 8 May 2025), Victoria Hull (Chair from 8 May 2025), Katie Jackson and Dr Ajai Puri. In accordance with the UK Corporate Governance Code, all members are independent non-executive directors. Victoria Hull meets the requirements of the UK Corporate Governance Code having more than 12 months’ previous experience on a remuneration committee before being appointed Remuneration Committee Chair. The remaining members of the Board, the Chief People Officer, the Head of Group Reward and the Company’s independent remuneration consultants also attend meetings by invitation. The Company Secretary attended each meeting as Secretary to the Committee. No director participates in any discussion relating to their own remuneration.

Responsibility

The Committee determines the Remuneration Policy and rewards for the executive directors and other members of the executive committee and the Chair. The Committee also considers the levels of pay and benefits across the Group. A copy of the Committee’s terms of reference (which were reviewed and refreshed in 2025) are included in the IMI Corporate Governance Framework and are available on our website.

External advisers to the Committee

Independent remuneration consultant, Willis Towers Watson (‘WTW’), is formally appointed by the Committee and provided advice on executive remuneration to the Committee in 2025. The Committee noted that the firm are actuaries and administrators for IMI’s UK Pension arrangements. The Committee is comfortable that these activities do not represent a conflict of interest and that objective and independent advice continues to be received by the Committee from the dedicated team servicing it at WTW. The fees charged by WTW in respect of advice and services to the Committee for 2025 totalled £112,300. WTW are signatories to the Remuneration Consultants’ Code of Conduct in the UK.

A summary of the Committee’s activities during 2025

The Committee held three scheduled meetings during the year; attendance can be viewed in the table on page 85. The principal agenda items were as follows:
– A review of total compensation packages of the members of the executive committee taking into account wider workforce remuneration and related policies
– Approval of the 2025 share awards to members of the executive committee
– Approval of achievements and outcomes under the incentive plans
– Review and approval of a fee increase for the Chair
– Review and approval of base salary increases for the executive directors
– Review of IMI’s gender and ethnicity pay gap data for 2025
– Review of remuneration policies and practices to ensure they remain compatible with the Company’s purpose, values and strategy
– Review of the performance of the independent remuneration consultants to the Committee
– Review of executive director’s service agreements
– Review of the Committee’s own performance and terms of reference

Annual General Meeting voting outcomes

The following table summarises the details of votes cast for and against the 2024 Annual Directors’ Remuneration Report along with the number of votes withheld. The Committee will continue to consider the views of, and feedback from, shareholders when determining and reporting on remuneration arrangements.| Voting item | Votes for | % | Votes against | % | Votes withheld |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Directors’ Remuneration Report (2025 AGM) | 96.46% | 3.54% | 20,304 | | |
| Directors’ Remuneration Policy (2024 AGM) | 96.43% | 3.57% | 44,742 | | |

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Executive single figure table (audited)

Director	Year	Base salary (£000)	Pension (£000)	Taxable benefits (£000)	Annual incentive bonus (£000)	IMI Incentive Plan (‘IIP’) (£000)	All-employee share plans (£000)	Total (£000)	Total fixed pay (£000)	Total variable pay (£000)
Roy Twite	2025	900	99	33	1,375	2,659	4	5,070	1,032	4,038
	2024	830	91	29	1,620	2,068	6	4,644	950	3,694
Daniel Shook	2025	346	38	34	400	982	4	1,804	418	1,386
	2024	577	63	53	851	826	4	2,374	693	1,681
Luke Grant	2025	240	26	9	274	27	–	576	275	301

See page Page 108 Page 108 Page 108 Pages 110 to 115 Pages 115 to 117 Page 118

Luke Grant was appointed to the Board on 1 August 2025 and figures presented above represent his remuneration as a director. Daniel Shook stepped down from the Board on 1 August 2025 and the figures in the table above are in relation to remuneration as a director. These figures have been calculated as follows:

Base salary and fees: The actual salary receivable for the year.
Pension: The cash allowance paid in lieu of pension.
Taxable benefits: The gross value of all taxable benefits (or benefits that would be taxable for a person tax resident in the UK) received in the year.
Annual incentive bonus: The value of the annual incentive payable for performance in respect of the relevant financial year (up to half is automatically delivered in the form of deferred bonus share awards, when the executive director does not meet their share ownership requirement), however, the plan rules permit payments to be made wholly in cash.
IMI Incentive Plan (‘IIP’): The value on vesting of the nil cost options that were subject to performance conditions over the three-year period ending on 31 December in the relevant financial year (see share price assumptions below).

Share price assumptions: For shares vesting in 2026, that related to performance in the three years to 31 December 2025, the average share price over the final three months of 2025 (2,402.53 pence) is used to estimate the value of shares on vesting. The value attributed to share price appreciation in respect of the 2023 award (based on the three-month average share price at 31 December 2025) was £1,002,792 for Roy Twite, £370,455 for Daniel Shook and £10,140 for Luke Grant. This equates to 38% of the total award vested for the executive directors. For the 2024 financial year the IIP figure for the executive directors was estimated based on the share price (1,777.45 pence) over the final months of the financial year. The figure has been restated based on the actual share price on vesting of 1,977.00 pence. The difference between the estimated figures and the actual figures are £208,689 for Roy Twite and £83,410 for Daniel Shook. The adjusted percentage attributed to share price appreciation equates to 33%.

All-employee share plans: The value of free shares at award and dividends under the Employee Share Ownership Plan in the relevant financial year and the intrinsic value of Save as You Earn share options on the date of grant in the relevant financial year (applying a 10% discount as permitted under the Save as You Earn Share Plan).
Total fixed pay: Sum of fixed pay columns.
Total variable pay: Sum of annual incentive bonus, IMI Incentive Plan (‘IIP’), all-employee share plans, and dividend equivalent payments (if applicable).

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Executive remuneration received in respect of 2025

Base salary

Consistent with prior years, salary increases effective 1 January 2025 considered a range of factors including the increases for the wider workforce, the financial performance of the Group and prevailing economic conditions. For 2025, as explained in the 2024 Directors Remuneration Report, Roy Twite and Daniel Shook received base salary increases of 8.4% and 2.3% respectively. The average increase awarded to UK employees was 2.6%. Effective 1 January 2025, the base salary for Roy Twite was £900,000 and the base salary for Daniel Shook was £590,000 and Luke Grant’s salary on joining the Board was £576,700.

Pension

Roy Twite, Daniel Shook, and Luke Grant all received a pension contribution and cash allowance equivalent to 11% of base salary which is consistent with the average global employee pension opportunity for employees.

Pension benefits for past service

Roy Twite was previously an active member of the defined benefit IMI Pension Fund, the assets and liabilities under which were transferred to either the IMI 2014 Pensioner Fund or the IMI 2014 Deferred Fund (‘the Fund’) in 2014. He opted out with effect from 1 February 2007, before he became an executive director, and as a result he retains past pensionable service up to that date in the Fund. The key elements of the benefits in the Fund are summarised below:

– The normal retirement age under the Fund is 62 and Roy Twite may retire from employment with IMI any time after age 60 without an actuarial reduction applied to his pension
– On death after retirement, a dependant’s pension is provided equal to 50% of the member’s pension
– Should he die within the first five years of retirement, the dependant’s pension is increased to 100% of the member’s pension for the remainder of the five-year period
– Pensions in payment more than any guaranteed minimum pension, are increased each year in line with price inflation up to a maximum of 5% in respect of pension built up before 1 January 2006, and 2.5% in respect of pension built up after 1 January 2006

Director	Accrued pension in the Fund as at 31 December 2025 (£000pa)	Accrued pension in the Fund as at 31 December 2024 (£000pa)
Roy Twite	94	91

Benefits

During the year the executive directors received several benefits, which are summarised below.

	Roy Twite	Roy Twite	Daniel Shook	Daniel Shook	Luke Grant
	2025	2024	2025	2024	2025
Non-cash benefits (£000)	13	9	26	39	3
Company car and fuel allowance (£000)	20	20	8	14	6
Allowances and reimbursement (£000)	–	–	–	–	–
Total	33	29	34	53	9

In addition to the above benefits and allowances that are included in the single figure table (refer to table on page 107), the executive directors are also beneficiaries of company policies that have no taxable value, including directors’ and officers’ insurance, death in service cover, travel insurance and personal accident cover.

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IMI Incentive Plans

Our Remuneration Policy is aimed at enabling our business model and is aligned to our values and the delivery of the strategy. The table below sets out our 2025 values and KPIs and how these incentivise and reward our executives for achievement of the KPIs.

IMI value	KPI	Why it is important and how is it incentivised? Annual bonus IIP
Create impact	Group adjusted profit before tax	– Generates value for our shareholders and creates more opportunity to invest further – Group PBT is a core annual bonus performance metric
	Cash conversion	– Supports investment in our business and enables IMI to provide returns to shareholders through dividends and share buybacks – Ensures a strong balance sheet, giving customers and suppliers confidence in the future of IMI – Free cash flow management will be considered by the Remuneration Committee when determining the annual bonus performance
	Return on invested capital	– Indication of IMI’s ability to deploy capital effectively – ROIC is a core IIP performance metric
	Adjusted earnings per share	– Creating consistent long-term value for shareholders – EPS is a core IIP performance metric
Always care	Employee engagement	– Key to retaining the existing skills and promoting and attracting employees who bring new ideas and capabilities – Employee engagement targets are explicitly included in directors’ personal objectives for the annual bonus plan
	Total Recordable Incident Frequency Rate	– The health and safety of all who work at IMI is paramount – Closely linked to our business success, including attracting and retaining the best talent – Each director has a specific Total Recordable Incident Frequency Rate personal objective for the annual bonus plan – The annual bonus plan has a sustainability underpin which could result in reduced vesting outcomes if IMI underperform
	CO 2 Intensity	– Our purpose Breakthrough engineering for a better world drives our strategy and our ambition, including our commitment to halve our total CO 2 intensity by 2030 (based on 2019 Scope 1 & 2 emissions) – Each director has a specific CO 2 intensity target included as a personal objective for the annual bonus plan – CO 2 intensity reduction (Scope 1 & 2) is a core IIP performance metric. The metric will be updated in 2026 to target a revenue intensity reduction of 60% compared to the 2019 baseline.

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Remuneration continued
As per the Policy, the Committee reviews and selects performance measures, targets and ranges annually, which take account of the economic conditions, strategy and the priorities of IMI at the time.# Annual incentive bonus

In setting targets and assessing performance the following process is adopted by the Committee:
* Set performance measures aligned with strategy and budget
* Set stretching performance targets
* Assess performance
* Take account of wider circumstances
* Discretion to override formulaic outcomes and to apply malus and clawback

1 Set performance measures aligned with strategy and budget

The Committee reviewed and selected performance measures for 2025 that were fully aligned to the business strategy and the annual budget as approved by the Board in December 2024. The 2025 annual incentive bonus focused on just one financial metric and non-financial strategic and personal objectives metric:

Group adjusted profit before tax (80%)
Strategic and personal objectives (20%)

Free cash flow was also monitored and, if it materially underperformed against budget, the Committee may consider applying downward discretion. There was also a sustainability underpin to provide discretion for the Committee to take into account any relevant sustainability matters when determining bonus outcomes. For 2026, see page 124 for information regarding the financial metric.

2 Set stretching performance targets

In setting stretching performance targets the Committee considered a range of influencing factors that included the strategic plan, the annual budget, analysts’ forecasts, economic conditions, individuals’ areas of responsibilities and the Committee’s expectations over the relevant period. Notwithstanding stretching targets are set at the outset, the Committee will also consider the application of discretion at the end of the performance period if relevant. The performance target range itself was established based on the annual budget and required significant outperformance for executive directors to achieve the maximum.

3 Assess performance

The Group made significant strategic and financial progress in 2025:
* Group revenue of £2,304m increased organically by 5% and adjusted operating margin increased by 30bps to 20.0%, statutory operating margin was 220bps higher than last year
* Group adjusted profit before tax increased from £419m to £442m, statutory profit before tax increased from £330m to £419m
* Adjusted Basic EPS increased from 122.5p to 132.3p

The Alternative Performance Measures referred to above are defined in Note 3.

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4 Take account of wider circumstances

The Committee believes that the range of measures used to assess performance of the annual incentive bonus ensures that performance is assessed using a balanced approach, that is fully aligned with the business strategy. The Committee also considers the wider workforce remuneration and policies when making decisions on executive remuneration. Given the performance noted above and wider operational achievements, the Committee is comfortable that the 2025 annual incentive bonus outcomes represent a fair reward for performance delivered. This includes reviewing wider employee remuneration as part of the decision-making process and actively engaging with employees to obtain feedback on remuneration policies as described on page 87.

5 Discretion to override formulaic outcomes and to apply malus and clawback

Depending on the circumstances, the Committee may exercise judgement in assessing performance and determining the level of achievement. Under the current policy, the Committee has full discretion to override formulaic outcomes, reduce the amount of any annual bonus, reduce the number of shares (subject to any form of share award) and/or to require a repayment to the Company in the event it is discovered that the Company has misstated its financial results, there has been an error or miscalculation in respect of an award, there has been gross misconduct, there is erroneous or misleading data or in any other circumstances as the Committee sees fit. Such other circumstances may include, but are not limited to, serious reputational damage or corporate failure. The Committee has considered the position and determined that for 2025 it is not appropriate for any reason to exercise the discretion to override formulaic outcomes or recover amounts previously awarded.

Annual incentive bonus

Summarised in the table below is the achievement against Group targets applicable for Roy Twite, Daniel Shook, and Luke Grant.

Director	Measure	Maximum opportunity (% of bonus opportunity)	Performance targets			Actual performance (£m)	Actual performance (% out of 100)	Actual performance as a percentage of metric weighting
			Threshold (0% of maximum)	Target (50% of maximum)	Maximum (100% of maximum)
All executive directors	Group adjusted profit before tax 1	80%	£402.0m	£436.7m	£458.3m	£445.8m	71.1%	56.9%
	Strategic and personal objectives	20%	See table on pages 112 to 115				100%

1 Group adjusted profit before tax, as set out in the Consolidated Income Statement on page 140, adjusted for the impact of foreign exchange, acquisitions and disposals.

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Annual incentive bonus: Strategic and personal objectives

As part of the strategic growth plan, the Committee sets each executive director several strategic and personal objectives each year. Performance against these objectives is assessed using a combination of quantitative and qualitative reference points to ensure a robust assessment process. Mid-way through the year the executive is reviewed against their progress towards achieving the strategic and personal objectives with a full review undertaken by the Committee at the end of the performance period. As well as performance against strategic and personal objectives, the Committee considers the wider performance of the Group. A summary of the strategic and personal objectives set for 2025 and the performance against them is provided in the table below.

Director	2025 strategic and personal objectives	Commentary	Weighting (% of maximum)	Performance achieved (% of maximum)
Roy Twite	Strengthen organisation: Focus the entire management team on creating sustainable Better World profitable growth. Continue to accelerate the IMI Executive team’s performance. Further drive succession depth across all leadership and management. Sustain high levels of employee engagement and further improve employee communications.	– Ensured a high performing and resilient Executive team, enabling IMI to deliver strong results while effectively navigating external operational challenges. – Advancing Executive and Leadership team capability through targeted development programmes and mentoring support. – Maintained robust succession pipelines, identifying strong candidates for all Executive roles and deepening succession strength across management and leadership levels throughout the organisation. – Embedded a clear, consistent narrative for IMI’s strategy, strengthening organisational alignment and deepening a shared sense of One IMI across the Company. – Sustained high employee engagement, with 79% of employees stating that IMI is a great place to work and all engagement scores meeting or exceeding external benchmarks. – Successful execution of the IMI strategy, delivering adjusted profit-before-tax growth of 6% in 2025.	20%	97.5%
	Advancing growth: Fully deploy the agreed strategy. Execute the major strategic projects on time, to budget. Improve customer satisfaction and Net Promoter scores at the business unit level.	– Secured record Growth Hub performance, with £206m of orders in 2025 (2024: £149m), up 38%. – Enhanced net promoter customer satisfaction across all sectors, exceeding established industry benchmarks for service excellence. – Drove strong commercial momentum, including investing in and growing the high margin Process Automation aftermarket (orders up 11% organically to £658m in 2025) and significant expansion in the Climate Control data centre cooling business (more than doubling to £18m in 2025). – Optimised IMI’s global manufacturing footprint, completing the multi-year restructuring programme and investing £99m in capital expenditure to drive future growth. – Achieved basic earnings per share growth of 8%, reinforcing IMI’s strong position within the FTSE 100. – Delivered organic revenue growth of 5%, despite highly varied and challenging market conditions.

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Director	2025 strategic and personal objectives	Commentary
Roy Twite continued	Sustainability: Ensure IMI’s sustainability agenda is advanced to deliver our targets, in particular Scope 3 emissions reductions. Support the sectors in reducing total recordable incidents in 2025. Drive an inclusive culture at IMI. Advance IMI’s equity story and valuation.	– Reducing environmental impact, achieving a further reduction of Scope 3 emissions of 2% and lowering Scope 1 & 2 emissions intensity by a further 15%. – Excellent safety performance, reducing the total recordable incident frequency rate (TRIFR) across IMI to 0.28 from 0.38 in 2024, maintaining IMI’s position in the top quartile of the industry. – Sustained a highly inclusive culture, with the 2025 One Big Voice survey confirming strong levels of inclusion: 81% of employees feel treated fairly and with respect, 80% feel able to be their true self at work, and 76% feel like they belong at IMI. – Maintained strong shareholder engagement, conducting 45 investor meetings during 2025 and delivering strong share price growth during 2025.
Daniel Shook	Strengthen organisation: Focus the entire management team on creating sustainable Better World profitable growth.
– Maintained a strong and committed Finance function, supported by clear succession plans and multiple successful promotions within the Finance leadership team.
– Effectively led IMI’s response and recovery following the cyber attack, safeguarding business continuity and ensuring operational and financial performance remained resilient.
– Ensured a smooth and successful transition of Luke Grant into the Chief Finance Officer role, demonstrating the strength and effectiveness of IMI’s succession planning.
– Sustained high levels of employee engagement, across the organisation including the global Finance and IT teams. 20% 100% Advancing growth: Advance strategic projects within Finance, IT and IMI’s internal control processes. Ensure effective capital allocation is continued. Achieve acquisition business cases.
– Made excellent progress in advancing the internal controls framework, simplifying both control testing and tracking.
– Successfully executed a £200m share buyback programme, ensuring the effective and timely delivery of capital returns to shareholders.
– Advanced tax simplification and compliance initiatives, aligning processes and governance with IMI’s operating structure. Sustainability: Ensure IMI’s sustainability agenda is advanced to deliver our targets, in particular Scope 3 emissions reductions. Support the sectors in reducing total recordable incidents in 2025. Drive an inclusive culture at IMI. Advance IMI’s equity story and valuation.
– Led another year of good progress on Scope 1 & 2, reducing emissions by 11%.
– Built strong momentum toward reducing Scope 3 emissions, positioning IMI to deliver targeted year-end outcomes.
– Supported the achievement of excellent safety performance in 2025, reinforcing IMI’s commitment to a safe working environment across all operations.
– Sustained IMI’s highly inclusive culture, including within the Finance function, ensuring employees feel valued, respected and empowered.
– Continued to develop strong investor relationships, contributing to sustained confidence in IMI and supporting strong share price performance.

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Director 2025 strategic and personal objectives

Commentary	Weighting (% of maximum)	Performance achieved (% of maximum)
Luke Grant
Strengthen organisation: Focus the entire management team on creating sustainable Better World profitable growth. Successfully complete transition to Chief Financial Officer during 2025. Continue to advance succession and coverage across Finance and IT. Sustain high levels of employee engagement and further improve employee communications.	20%	96%
– Successfully transitioned into the Chief Financial Officer role, demonstrating strong early progress on priority initiatives and quickly establishing effective relationships with key internal and external stakeholders.
– Strengthened Finance and IT leadership capability through the appointment of critical roles, including the Chief Information Officer and Director of Group Assurance.
– Developed robust internal succession plans across all key Finance and IT positions, ensuring continuity and long-term leadership strength.
– Sustained high levels of employee engagement, reflected in 79% of employees stating that IMI is a great place to work, with the global Finance and IT teams achieving an even stronger score of 82%.
Advancing growth: Advance strategic projects within Finance, IT and IMI’s internal control processes. Ensure effective capital allocation is continued. Achieve acquisition business cases.
– Implemented further enhancements to IMI’s IT security framework, strengthening protections and resilience across the organisation.
– Successfully deployed new financial controls platform, simplifying the testing, monitoring and tracking of controls.
– Maintained disciplined and effective capital allocation, ensuring decisions remained aligned with long-term value creation.
Sustainability: Ensure IMI’s sustainability agenda is advanced to deliver our targets, in particular Scope 3 emissions reductions. Support the sectors in reducing total recordable incidents in 2025. Drive an inclusive culture at IMI. Advance IMI’s equity story and valuation
– Reducing environmental impact, achieving a further reduction of Scope 3 emissions of 2% and lowering Scope 1 & 2 emissions intensity by a further 15%.
– Sustained IMI’s highly inclusive culture, with 2025 One Big Voice survey results in the Finance and IT teams showing that 85% of employees feel treated fairly and with respect, 85% feel able to be their true self at work, and 79% feel like they belong at IMI.
– Strengthened IMI’s equity story, including enhancements across key external communication channels and the launch of IMI’s new corporate website.
– Continued to build strong investor relationships, with the Investor Relations team meeting 287 unique institutions in 2025 (2024: over 230), supporting ongoing market confidence and engagement.

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Annual incentive bonus

Performance under the financial metric (80% of the total annual incentive bonus achievement) and the strategic and personal objectives (20% of the total annual incentive bonus achievement) and the total achievement (% of maximum) is set out below:

Director	Actual performance of financial metrics (%)	Performance achieved under the strategic and personal objectives (%)	2025 maximum bonus achieved (% of maximum)
Roy Twite	56.9%	19.5%	76.4%
Daniel Shook	56.9%	20.0%	76.9%
Luke Grant	56.9%	19.2%	76.1%

Based on the performance described above, the annual incentive bonus outcomes for 2025 are set out below:

Director	2025 maximum bonus opportunity (% of salary)	2025 maximum bonus achieved (% of maximum)	Total bonus awarded (£000)	Total bonus awarded (% of salary)	Achievement of share ownership guidelines at 31 Dec 2025 1	Bonus delivered in form of cash (£000)	Bonus delivered in form of share awards (£000) 1
Roy Twite	200%	76.4%	1,375	152.8%	478.9%	1,375	–
Daniel Shook²	150%	76.9%	400	115.3%	338.7%	400	–
Luke Grant²	150%	76.1%	274	114.1%	39.4%	137	137

1 Achievement is expressed as a percentage of each director’s target Share Ownership Guideline. Deferred bonus share awards are made where the executive director is yet to reach their share ownership guidance. Details of the share ownership guidelines can be found on pages 116 to 117.
2 The bonus outcomes above for Daniel Shook and Luke Grant represent bonus earned in respect of services as a director.

IMI Incentive Plans

Awards vesting under the IIP

In March 2023, performance share awards were made to the executive directors under the IIP. The vesting of the awards was subject to the achievement of four independent performance conditions as described below, measured over the three-years ended 31 December 2025. The 2023 IIP award will vest in March 2026 at 79.2% of maximum.

Director	Initial award	Value on date of award 1 (£000)	Number of initial shares vesting	Additional dividend equivalent shares	Total shares vesting	Value of shares on vesting 2 (£000)
Roy Twite	132,691	1,985	105,091	5,568	110,659	2,659
Daniel Shook	49,022	734	38,825	2,055	40,880	982
Luke Grant³	1,347	20	1,066	53	1,119	27

1 The three-day average mid-market price on the date of award was 1,496.33 pence.
2 The price on vesting is unknown at this time and so the total number of shares vesting is valued at the average price over the last quarter of 2025 (2,402.53 pence).
3 The award has been pro-rated from his time as a director.

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Return on invested capital (‘ROIC’)

30% of the award was subject to the achievement of ROIC. This measure is defined as adjusted operating profit as a percentage of the average invested capital during the financial year ended 31 December 2025. Invested Capital being net assets adjusted to remove net debt (including lease liabilities recognised under IFRS 16), derivative assets and liabilities, restructuring provisions, employee benefit assets and liabilities and deferred tax on employee benefits, and to reverse historical impairments of goodwill and amortisation of acquired intangible assets. It compares the earnings of the Group with the capital employed. ROIC was chosen as a measure as it represents how well the Group has used its investment made by shareholders and capital from creditors to generate a profit. For ROIC of less than 11% no award under this element would vest. 25% of the award would vest for ROIC of 11%, rising on a straight-line basis to full vesting for ROIC of 13%. At the end of the performance period return on invested capital was 14%. The resultant vesting outcome for this element of the award is 30%.

Total Shareholder Return (‘TSR’)

30% of the award was subject to the achievement of a relative TSR performance measure against a defined group of companies adjusted during the performance period, to take account of merger and acquisition activity during the performance period in line with the Committee’s established guidelines. TSR is defined as the movement in share price during the performance period, measured in local currency, with adjustment to take account of changes in capital structure and dividends, which are assumed to be reinvested in shares on the ex-dividend date. TSR was chosen as a measure as it is an external, relative benchmark for performance that aligns executives’ rewards with the creation of shareholder value.For a TSR rank that is below median, no award under this element would vest. 25% of the award would vest for median TSR, rising on a straight-line basis to full vesting for upper quartile TSR. At the end of the three-year performance period, the Group ranked eight of the peer group. The resultant vesting outcome for this element of the award is 16.1%. Adjusted earnings per share (‘EPS’) 30% of the award was subject to the achievement of the Adjusted EPS growth measure. This measure is defined as the compound annual growth rate in adjusted EPS over three financial years, adjusted for any exceptional items, including significant acquisition and disposal and foreign exchange movements, at the Committee’s discretion. Adjusted EPS growth is a key measure for IMI as it gives an indication of the strength of the Group’s financial performance and shows the amount available to reinvest into the business and pay a return to shareholders through dividends. For growth of less than 3% per annum, no award under this element would vest. 25% of the award would vest for growth of 3% per annum rising on a straight-line basis to full vesting for growth of 10% per annum. Over the three-year performance period ended 31 December 2025, IMI delivered EPS growth of 7.8%. The resultant vesting outcome for this element of the award is 23.1%. CO 2 intensity reduction 10% of the award was subject to the achievement of the CO 2 intensity reduction measure. This is defined as the reduction of total CO 2 intensity (Scope 1 & 2) when compared to the 2019 base year (2.78 tCO 2 e per 1,000 hours worked) as at the end of the vesting period of the award. This aligns to our announcement in 2021 of halving our total CO 2 intensity (Scope 1 & 2) by 2030. The threshold target will equate to a total reduction of CO 2 intensity (Scope 1 & 2) of 40% by the end of 2030 (1.67 tCO 2 e per 1,000 hours worked) when compared to the 2019 base year with maximum target proposed to be equal to a total reduction of 55% by the end of 2030 (1.25 tCO 2 e per 1,000 hours worked) when compared to the 2019 base year. No part of the award under this element would vest unless a reduction of 21% was achieved. 25% would vest for a reduction of 21% and full vesting would occur for a reduction of 36% or better, with straight-line vesting in between. Over the three-year performance period ended 31 December 2025, IMI delivered -36. The resultant vesting outcome for this element of the award is 10.0%. Discretion to override formulaic outcomes and to apply malus and clawback Depending on the circumstances, the Committee may exercise judgement in assessing performance and determining the level of achievement. Under the current policy, the Committee has full discretion to override formulaic outcomes and to reduce the amount of any IIP award, to reduce the number of shares subject to any form of share award and/or to impose an obligation to make a payment to the Company in the event that: – The Company misstated financial results – The Company suffers serious reputational damage – There was an error or miscalculation in determining the size of the award – There was gross misconduct by an executive – Corporate Failure – The Remuneration Committee has made decisions using erroneous or misleading data; and/or – In such other circumstances as the Committee sees fit The Committee has considered the position and determined that for 2025 it is not appropriate for any reason to exercise the discretion to override the formulaic outcome of the 2023 IIP awards or recover amounts previously awarded. Share ownership guidelines It is a requirement of the Policy that executive directors are subject to guidelines which require them to build a shareholding in IMI worth at least 250% of salary for Chief Executive and 200% of salary for the Chief Financial Officer. The Policy permits the Committee discretion to determine that up to 50% of any annual bonus earned is deferred into shares until the share ownership guideline is achieved together with 50% of any vested share awards. Each executive is then required to maintain this share ownership guideline (subject to allowances for share price fluctuations and changes in base salary thereafter). Remuneration continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025116 When assessing compliance with this guideline the Committee reviews both the level of beneficial share ownership and vested but unexercised share incentive awards on a post-tax basis. The Committee has determined that as Roy Twite met his guideline as at 31 December 2025 and Daniel Shook had met his guideline as at the date he stepped down from the Board (and continues to meet his post-employment guideline) that both shall receive their entire 2025 bonus in cash. Luke Grant is yet to meet the guideline in full, therefore 50% of his bonus was delivered in deferred shares. Post-employment shareholding guidelines Our current policy includes post-employment shareholding requirements which require executive directors to hold 100% of their shareholding requirement (or if less, all shares held) for two years following departure. This is implemented by signed agreement. The Committee will have discretion to allow sale where there are exceptional circumstances. Share interests granted to executive directors during 2025 (audited) Grants made under the IIP Performance share award grants under the IIP were made on 20 March 2025 for Roy Twite and on 19 August 2025 for Luke Grant in the form of nil-cost options. Awards are due to vest on 20 March 2028 and 19 August 2028, subject to the performance metrics described in the 2024 Annual Report: Relative TSR (30%), Adjusted EPS growth (30%), ROIC (30%), and total CO 2 intensity (Scope 1 & 2) reduction against the 2019 base figure (10%). After vesting, a holding period of two years applies subject to the sale of shares as required to meet tax liabilities arising on vesting. The performance targets, which consider the Group’s approach to implementing accounting changes under IFRS 16, and vesting scale that apply to the 2025 IIP awards are as follows:

Level of vesting	Relative TSR	Adjusted EPS	ROIC	Total CO 2 intensity
Threshold	Median	3%	11.5%	2019 base – 30% (1.96 tCO 2 e per 1,000 hours worked)
Maximum	Upper quartile	10%	13%	2019 base – 45% (1.54 tCO 2 e per 1,000 hours worked)
Weighting	30%	30%	30%	10%

The following performance share award grants were approved and made in 2025:

	IIP shares awarded	Value on date of award 1 (£000)	Award as a percentage of salary
Roy Twite 1	112,144	2,250	250%
Luke Grant 2	38,412	865	150%

1 The three-day average mid-market price on the date of award was 2,006.33 pence.
2 The three-day average mid-market price on the date of award was 2,252.00 pence.

The IIP is also used to grant deferred bonus awards exercisable after three years to satisfy bonuses delivered in the form of shares. No deferred bonus share awards were granted in 2025. For share awards granted in 2025 the TSR group included 22 companies to ensure alignment with our peers and comparison to companies with similar products, customers and global spread. The list has been adjusted to remove Spectris following the delisting of shares on 5 December 2025, in line with the Committee’s guidelines. The 2025 peer group includes the following companies:

Comparator group companies

Aalberts
Morgan Advanced Materials
SMC
Belimo Holding
Parker-Hannifin
Smiths Group
Bodycote
Renishaw
Spirax Sarco
Curtiss-Wright
Rockwell Automation
SPX Technologies
Eaton
Rotork
Vesuvius
Emerson Electric
Schneider Electric
The Weir Group
Flowserve
Senior
Halma
Siemens

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All-employee share plans Executive directors are eligible to participate in the all-employee share plans on the same terms as other eligible employees at IMI. All-Employee Share Ownership Plan IMI Sharesave Scheme

Director		Number of shares awarded	Value of free share award 1 (£000)	Number of options awarded	Value of options² (£000)	Dividends (£000)	Total value under the all-employee share plans (£000)
Roy Twite	2025	215	4	–	–	–	4
	2024	200	4	1,109	2	–	6
Daniel Shook	2025	215	4	–	–	–	4
	2024	200	4	–	–	–	4
Luke Grant	2025	–	–	–	–	–	–

1 In 2025 free shares were awarded at a share price of 1,670.69 pence (1,795.00 pence in 2024).
2 In 2025 SAYE awards were made at a 10% discount and the value shown is the intrinsic gain at the date of grant, calculated in accordance with the single figure requirements (on page 107).

Chairs and non-executive directors’ single figure table (audited)

The following table summarises the total fixed fees and benefits paid to the Chair and non-executive directors in respect of the financial years ended 31 December 2025 and 31 December 2024.

Director	2025 (£000) Base fees	2025 (£000) Additional fees	2025 (£000) Taxable benefits 1	2025 (£000) Total	2024 (£000) Base fees	2024 (£000) Additional fees	2024 (£000) Taxable benefits 1	2024 (£000) Total
Lord Smith of Kelvin	–	–	–	–	384	–	8	392
Jamie Pike²	384	–	6	390	–	–	–	–
Isobel Sharp³	–	–	–	–	51	13	4	68
Thomas Thune Andersen 4	79	31	26	136	77	29	14	120
Katie Jackson	79	–	4	83	77	–	5	82
Caroline Dowling 5	28	7	2	37	77	19	11	107
Dr Ajai Puri	79	–	5	84	77	–	5	82
Jackie Callaway 6	79	19	9	107	77	6	8	91
Victoria Hull 7	79	12	7	98	32	–	2	34
Anne Thorburn 8	79	13	10	102	32	2	5	39

1 Taxable benefits includes travel and hotel expenses plus tax costs associated with Board meetings held at IMI HQ.
2 Jamie Pike was appointed Chairman on 1 January 2025.
3 Includes fee for Audit Committee Chair. Isobel Sharp stepped down from the Board on 31 August 2024.
4 Includes fee for Senior Independent Director, non-executive director with responsibility for employee engagement and for ESG matters and Sustainability Committee Chair.Thomas Thune Andersen was appointed as Sustainability Committee Chair on 2 September 2024 and from this date he no longer received a fee for his responsibilities for ESG matters. He stepped down as Senior Independent Director on 28 October 2024. 2024 fees represent a pro-rated amount. 5 Includes fee for Remuneration Committee Chair. Caroline Dowling stepped down from the Board on 8 May 2025. 2025 fees represent a pro-rated amount. 6 Jackie Callaway was appointed Audit Committee Chair on 1 September 2024. 2024 fees represent a pro-rated amount. 7 Victoria Hull was appointed to the Board on 1 August 2024. 2024 fees represent a pro-rated amount. Victoria was appointed Remuneration Committee Chair on 8 May 2025. 2025 fees represent a pro-rated amount. 8 Anne Thorburn was appointed to the Board on 1 August 2024 and appointed Senior Independent Director on 29 October 2024. 2024 fees represent a pro-rated amount.

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Directors’ shareholdings and share interests (audited)

The following table summarises the share interests of any director who served during the year as at 31 December 2025 or at the date of leaving the Board. During the period 31 December 2025 to 5 March 2026 there were no changes in the interests of any current director from those shown save for purchases within the IMI All-Employee Share Ownership Plan on 13 January 2026 of five shares on behalf of Roy Twite and six shares on behalf of Luke Grant at 2,618.00 pence per share, and 10 February 2026 of six shares on behalf of Roy Twite and five shares on behalf of Luke Grant at 2,854.00 pence per share.

Director	Total interests	Beneficial interests	Scheme interests Unvested 1	Scheme interests Vested but unexercised	With performance conditions Unvested 1	With performance conditions Vested but unexercised	All-employee share plans
Roy Twite	842,722	458,149	374,036	–	–	–	10,537
Daniel Shook	268,926	158,927	105,968	–	–	–	4,031
Luke Grant	88,704	17,506	51,399	–	18,371	–	1,428
Jamie Pike	4,873	4,873	–	–	–	–	–
Thomas Thune Andersen	3,025	3,025	–	–	–	–	–
Katie Jackson	2,846	2,846	–	–	–	–	–
Caroline Dowling	3,014	3,014	–	–	–	–	–
Dr Ajai Puri	4,000	4,000	–	–	–	–	–
Jackie Callaway	5,000	5,000	–	–	–	–	–
Victoria Hull	–	–	–	–	–	–	–
Anne Thorburn	5,000	5,000	–	–	–	–	–

1 Vesting dates of share awards are shown in Note 6 on page 158.

Relative importance of spend on pay

The following information is intended to provide additional context regarding the total remuneration for executive directors.

	2025 (£m)	2024 (£m)	Change (£m)	Change (%)
Dividends	80.6	76.0	4.6	6%
Total employment costs for Group (see Note 5 on page 157)	602.4	597.7	4.7	1%

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Historical performance and remuneration

In addition to considering executive remuneration in the context of internal comparisons, the Committee reviews historical outcomes under the variable pay plans. The graph compares IMI’s TSR to the FTSE 100 over the last ten years. We compare performance to the FTSE 100 as IMI is currently a constituent of the index. TSR measures the returns that a company has provided for its shareholders, reflecting share price movements and assuming reinvestment of dividends (source: CapIQ), with data averaged over the final 30 days of each financial year. As the graph below illustrates, IMI’s absolute and relative TSR performance has been robust over the last ten years.

[Graph content omitted: Source: S&P Global Capital IQ IMI £0-£400, 2015-2025]

The following table summarises the total remuneration for the Chief Executive Officer over the last ten years, and the outcomes of short- and long-term incentive plans as a percentage of maximum.

Financial year ended 31 December	2016 1	2017 1	2018 1	2019 2	2020 2	2021 2	2022 2	2023 2	2024 2	2025 2
Total remuneration (single figure, £000)	1,901	2,773	3,047	1,707	2,455	3,978	3,970	4,681	4,644³	5,070
Annual variable pay (% of maximum)	50%	95%	75%	43%	73%	98%	50%	98%	98%	76%
Long-term variable pay (% of maximum) – Performance Share Plan	3.5%	–	–	–	–	–	–	–	–	–
Long-term variable pay (% of maximum) – IMI Incentive Plan	–	6.6%	29.2%	47.1%	58.8%	75.3%	66.8%	82.6%	69.3%	79.2%

1 Represents remuneration for Mark Selway, who was appointed Chief Executive Officer on 1 January 2014.
2 Represents remuneration for Roy Twite, who was appointed Chief Executive Officer on 9 May 2019.
3 Figure recalculated, see page 107.

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Annual percentage change in remuneration of directors and employees

The Committee actively considers any increases in base pay for the Chief Executive Officer and other directors relative to the broader IMI employee population. Benefits and bonus payments are not typically comparable given they are driven by a broad range of factors, such as geographical location, local practices, eligibility, individual circumstances and role. The following table summarises the annual percentage change of each director’s remuneration compared to:
– The annual percentage change of the average remuneration of the Group’s employees, calculated on a full-time equivalent basis

	Roy Twite	Luke Grant 1	Daniel Shook 2	Lord Smith of Kelvin 3	Jamie Pike 4	Thomas Thune Andersen 5	Katie Jackson	Isobel Sharp 6	Caroline Dowling 7	Dr Ajai Puri 8	Jackie Callaway 9	Victoria Hull 10	Anne Thorburn 11	Average pay of UK HQ 13 employees
2021
Annual Salary/Fees	6.9%	–	6.9%	-1.9%	–	22.4%	7.9%	7.6%	17.5%	–	–	–	–	4.4%
Benefits 12	8.7%	–	34.3%	200.0%	–	400.0%	100.0%	100.0%	–	–	–	–	–	3.6%
Annual Bonus	35.8%	–	36.2%	–	–	–	–	–	–	–	–	–	–	68.8%
2022
Annual Salary/Fees	4.0%	–	9.0%	22.2%	–	13.5%	4.0%	4.0%	20.0%	24.8%	–	–	–	8.3%
Benefits 12	28.0%	–	10.6%	133.3%	–	100.0%	150.0%	150.0%	100.0%	-16.7%	–	–	–	3.9%
Annual Bonus	-47.0%	–	-45.4%	–	–	–	–	–	–	–	–	–	–	-44.0%
2023
Annual Salary/Fees	4.5%	–	4.5%	-3.2%	–	4.5%	4.5%	4.5%	4.5%	4.5%	–	–	–	6.2%
Benefits 12	-3.1%	–	-7.7%	42.9%	–	110.0%	0.0%	20.0%	133.3%	60.0%	–	–	–	1.5%
Annual Bonus	104.8%	–	105.1%	–	–	–	–	–	–	–	–	–	–	152.2%
2024
Annual Salary/Fees	4.5%	–	9.0%	4.5%	–	8.7%	4.5%	-30.3%	4.5%	4.5%	126.4%	–	–	9.9%
Benefits 12	-6.5%	–	10.4%	-20.0%	–	-33.3%	0.0%	-33.3%	–21.4%	-37.5%	60.0%	–	–	1.5%
Annual Bonus	4.5%	–	11.5%	–	–	–	–	–	–	–	–	–	–	9.5%
2025
Annual Salary/Fees	8.4%	–	-39.9%	–	–	4.6%	2.3%	–	-63.5%	2.3%	18.1%	185.8%	167.0%	14.0%
Benefits 12	13.8%	–	-35.8%	–	–	85.7%	-20.0%	–	-81.8%	0.0%	12.5%	250.0%	100.0%	20.4%
Annual Bonus	-15.1%	–	-53.0%	–	–	–	–	–	–	–	–	–	–	24.7%

(Footnotes 1-13 omitted for brevity as per input instruction to keep as is)

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Remuneration continued Payments to past directors and payments for loss of office

There have been no payments to past directors and no payments for loss of office during the financial year, including in relation to the announced departure of Daniel Shook in August 2025. The Committee determined that Daniel Shook be granted good leaver status under the incentive schemes in relation to the planned departure, and remained an employee of IMI until 31 December 2025 to assist with transition in a non-director capacity.The agreed treatment of Daniel’s pay is in line with the agreed Directors’ Remuneration Policy and adheres to the IMI Incentive Plan Rules. The arrangements for Daniel Shook as set out in the 2024 Remuneration Report are as follows:

– Salary, pension and benefits were paid up to 1 August 2025 with no payment in lieu of notice
– 2024 annual bonus was paid as normal and his 2025 annual bonus will be pro-rated and paid at the normal time in March 2026
– Daniel did not receive an IIP award in 2025. His 2023 and 2024 IIP awards vesting in March 2026 and March 2027 respectively, were pro-rated to the end of his employment, and will be eligible to vest at the normal time based on normal performance conditions, subject to a two-year holding period
– Any holding periods in relation to other IIP awards currently in place will continue

In line with the Directors’ Remuneration Policy, Daniel will be subject to shareholding requirements following his departure from the Board. This requires that a number of shares equal in value on departure from the Board to 200% of salary are held for two years. As set out in our approved policy, this was implemented by a signed agreement.

Upon departure from the Board in August 2025, Daniel Shook continued to receive a salary of the same amount, as well as benefits in line with our standard benefits programmes for employees until the end of his employment on 31 December 2025. Daniel was not entitled to a bonus for this period.

Pay ratio reporting

The table below sets out the ratio at median, 25th and 75th percentile of the total remuneration received by the Group Chief Executive Officer compared to the total remuneration received by our UK employees – as well as comparing to base salary only. Total remuneration reflects all remuneration received by an individual in respect of the relevant years, and includes salary, benefits, pension and value received from incentive plans.

Financial year	Methodology	P25 (lower quartile)	P50 (median)	P75 (upper quartile)
2025	Option C	128:1	97:1	66:1
2024	Option C	115:1	98:1	67:1
2023	Option C	128:1	95:1	71:1
2022	Option C	112:1	86:1	50:1
2021	Option C	116:1	95:1	63:1
2020	Option C	85:1	67:1	45:1
2019	Option C	83:1	62:1	45:1

– The 2025 Chief Executive Officer’s single figure is calculated considering the Chief Executive Officer’s remuneration calculation, including base salary, fees, pension, taxable benefits, annual bonus and shares paid during 2025
– As is permitted by Option C of the regulations, the Gender Pay Gap data for 2025 based on a snapshot in April 2025 was used to identify our three quartile employees, P25, P50 and P75. Having identified P25, P50 and P75, we chose to review the single figure data for an additional ten employees at each of the quartiles for the full year ended on 31 December 2025
– The remuneration calculation included base salary, allowances, pension, taxable benefits, annual bonus and shares. This method provides a like-for-like comparison with the Chief Executive Officer’s single figure total for the 2025 calendar year. Gathering data on more than three employees provides a better opportunity to capture all pay and benefits of employees to get a true median value at each of the three bandings

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– Our principles for pay setting and progression in our wider workforce are the same as for our executives – total reward being sufficiently competitive to attract and retain high-calibre individuals without over-paying and providing the opportunity for individual development and career progression, to attract and retain great talent. The pay ratios reflect how remuneration arrangements differ as accountability increases for more senior roles within the organisation, and the ratios reflect the weighting towards long-term value creation and alignment with shareholder interests for the Chief Executive Officer
– We are satisfied that the median pay ratio reported this year is consistent with our wider pay, reward and progression policies for employees. All IMI employees receive competitive pay and benefits and have the opportunity for annual pay increases, career progression and development opportunities
– Changes to the ratio in 2025 compared to 2024 are largely attributable to the impact of variable pay. This is also true of the longer-term trend since 2019 which reflects the general increase in variable compensation aligned to strong business performance during the period.

The total pay and benefits and base salary component of the total pay and benefits figures are as follows:

	2025 Base salary (£)	Total pay and benefits (£)
Chief Executive Officer remuneration	900,000	5,069,505
25th percentile employee	35,657	39,497
50th percentile employee	47,336	52,410
75th percentile employee	63,453	77,269

Implementation of the Policy for 2026

Our Remuneration Policy was approved by shareholders at the AGM on 8 May 2025 and a full copy can be found on our website, www.imiplc.com/investors. The implementation of the remuneration policy for 2026 along with a summary of the key terms is as follows:

Summary of Policy Implementation in the year to 31 December 2026

Base salary

Reviewed annually with changes normally effective from January. The Committee takes into account a range of factors when determining salary levels, including: the level of increase for the wider workforce, market data for companies of a similar size and complexity, market data for companies in the same sector, business performance, external economic factors, the complexity of the role, the incumbent’s experience and performance. Consistent with prior years, salary increases effective 1 January 2026 considered a range of factors including the increases for the wider workforce, the financial performance of the Group and prevailing economic conditions. Following the review of the above factors, the Committee determined that it is appropriate to award an increase of 7% to Roy Twite from £900,000 to £963,000 reflecting exceptional performance and delivery of strategy. An increase of 7% has been awarded to Luke Grant taking his salary from £576,700 to £617,100, reflecting the impact and growth shown in his role since his appointment. Full rationale for these increases can be found in the Chair’s statement on page 105. The average increase awarded to UK employees for the review period was 4.0%.

Pension

A cash allowance in lieu of pension is paid monthly. To the extent required by law, part of this allowance will be paid into a defined contribution pension arrangement. With the Committee’s approval the executive directors may redirect all or part of the balance of this allowance into a defined contribution pension arrangement. Pension for any newly hired executive to be linked to average workforce levels (currently 11%). All executive directors receive 11% of salary which is aligned to that of the average employee and that of the Investment Association guidelines.

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Remuneration continued

Summary of Policy Implementation in the year to 31 December 2026

Benefits

The policy provides a normal range of benefits to executive directors. The value of benefits vary year on year depending on the age and health of the individual, the cost of providing them and the geography in which the executive is based. However, the range of benefits is not expected to change from year to year. In line with the Policy, each executive director receives:
– Car allowance
– Life insurance
– Private health insurance including medical screen as appropriate
– Other ancillary benefits including tax advice

Annual bonus

Based on annual performance relative to set targets. Drives and rewards performance against annual financial, strategic and operational goals, which are consistent with the medium- to long-term strategic goals of IMI. Considers individual behaviours and contributions. If the executive has not achieved their share ownership guideline, up to half of any bonus shall be invested into IMI shares for at least three years. Once the share ownership guideline is met, an executive can then elect to receive their bonus in cash and/or shares. Dividends (or equivalent value payments) accrue and are payable in cash or shares when shares are released. Recovery provisions are included in the plan rules allowing for malus and clawback.

During 2025 the Committee reviewed the appropriateness of continuing with the metrics that applied to the 2025 annual bonus to ensure alignment with IMI’s strategy. The Committee determined that the 2026 annual bonus will be contingent on a Profit Before Tax growth target alongside strategic and personal objectives for each executive director. There will be a weighting of 80% to financial metrics and 20% to strategic and personal objectives. Free cash flow will be considered by the Committee when determining annual bonus outcomes. The sustainability underpin will continue to be considered to allow the Committee to take into account any relevant sustainability matter when determining remuneration outcomes. The Committee will continue to monitor the underlying performance of the business when determining bonus outcomes. Due to the commercially sensitive nature of the financial targets and strategic and personal objectives, they will be disclosed retrospectively in next year’s report along with performance against them. The maximum bonus opportunity will be set at 200% of salary for Roy Twite and 150% of salary for Luke Grant. On-target bonus is set at 50% of maximum bonus opportunity.# Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025124

Summary of Policy Implementation in the year to 31 December 2026

Performance shares awarded under the IMI Incentive Plan Incentivises long-term value creation, aligning the interests of executives and shareholders through share awards. Performance metrics support the long-term strategy of IMI and the vehicle and time horizon provides a retention tool for key executives. The Committee can make annual share-based awards. Dividends (or equivalent value payments) accrue and are payable in cash or shares in respect of vested awards. Any vested performance share awards will be subject to a sale restriction for a period of two years from the date of vesting, subject to the executive being permitted to sell such number of shares as may be required to settle tax liabilities as they may arise. In addition, the share ownership guidelines apply. Recovery provisions are included in the plan rules allowing for malus and clawback.

At the same time as the review of annual bonus metrics, the Committee also reviewed those attached to IIP awards. The Committee continues to believe that this will ensure that executives are only rewarded if underlying earnings are increased over the performance period and shareholder returns outperform peers. 2026 awards will be set at 250% of salary for Roy Twite and 150% of salary for Luke Grant. The Committee considered whether the performance metrics for IIP awards remain appropriate before concluding that the existing metrics of TSR, EPS, return on invested capital (‘ROIC’), and CO 2 intensity remain aligned with strategy. Consistent with the previous year, TSR, EPS and ROIC will each have a 30% weighting, and CO 2 intensity will have a 10% weighting.

The Committee determined to refresh the TSR peer group by removing Spectris following the acquisition by KKR, and replacing with Oxford Instruments. The adjustment maintains the peer group at 23 companies. The Committee also reviewed the appropriateness of the current CO 2 intensity metric and determined that this should be updated from 2026 to change the Scope 1 & 2 emissions target to reduce emissions revenue intensity by 60% from a 2019 base by 2030. Using revenue intensity enables consistent measurement across the Group and continues to incentivise leaders to achieve efficiency/productivity improvements that were not incentivised effectively using the previous hours worked intensity metric.

The performance targets that will apply to the 2026 IIP awards are as follows:

Level of vesting	Relative TSR	Adjusted EPS	ROIC	Total CO 2 intensity	Weighting
Threshold	Median	3%	11.5%	2% decrease	30%
Maximum	Upper quartile	10%	13.0%	4% decrease	30%
Weighting	30%	30%	30%	10%	100%

Share ownership guidelines

It is a requirement of the Remuneration Policy that executive directors are subject to guidelines which require them to build a shareholding in IMI worth at least 250% of salary for the Chief Executive Officer, and 200% of salary for the Chief Financial Officer (and other executive directors if applicable). Policy permits the Committee to determine that up to 50% of any annual bonus earned may be deferred into shares until the share ownership guideline is achieved together with up to 50% of any vested performance share awards. Each executive is then required to maintain at least this share ownership guideline level (subject to allowances for share price fluctuations and changes in base salary thereafter). When assessing compliance with this guideline the Committee reviews both the level of beneficial share ownership and vested but unexercised share incentive awards on a post-tax basis.

The share ownership guidelines are:
– Chief Executive Officer – 250% of base salary
– Chief Financial Officer – 200% of base salary

Post-employment shareholding guidelines

Our policy (approved by shareholders at the 2024 AGM) includes post-employment shareholding requirements which require executive directors to hold 100% of their shareholding requirement (or, if less, all shares held) for two years following departure. This will be implemented by signed agreement. The Committee will have discretion to allow sale where there are exceptional reasons.

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Remuneration continued

Summary of Policy Implementation in the year to 31 December 2026

Malus and clawback

The provisions enable the Committee to reduce future annual bonus payments, reduce the number of shares under any form of share award, and/or require the individual to make a payment to the Company on terms deemed to be fair and reasonable by the Committee. The Committee has the power to operate malus and/or clawback provisions in the event that:
– The Company misstated financial results
– The Company suffers serious reputational damage
– Corporate failure
– If there was an error or miscalculation in determining the size of the award
– Gross misconduct by an executive and/or
– The Remuneration Committee has made decisions using erroneous or misleading data

Other policy items

For a description of policy items such as:
– Appointments to the Board
– Loss of office (including change of control)
Please refer to the Directors’ Remuneration Policy published in the 2023 Annual Report.

Letters of appointment

The unexpired terms of the non-executive directors’ service contracts can be reviewed in the Board’s Corporate Governance Report on page 85.

Fees for the Chair and non-executive directors

The non-executive directors’ remuneration increased by 4.0% with effect from 1 January 2026 which is aligned to general increase applied to UK employees. The 2026 fees are as follows:
– Chair: £399,700
– NED base fee: £82,000
– Additional fee for Audit, Sustainability and Remuneration Committee Chairs: £20,500
– Additional fee for Senior Independent Director: £13,600
– Additional fee for non-executive director with designated responsibilities for employee engagement: £12,500

Committee performance review

An internal performance review of the Board and its Committees was carried out in 2025. The review found that the Committee continues to operate effectively and is led by an effective Chair. The membership of the Committee and number of meetings was considered appropriate for the Company. Further details on the review can be found on page 93 of the Corporate Governance Report.

The Committee approved this report on its work.

Victoria Hull
Chair of the Remuneration Committee for and on behalf of the Board
5 March 2026

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Directors’ Report Statutory and Other Information

The directors present their management report, including the Strategic Report, together with the audited financial statements of IMI plc (the Company) and its subsidiaries (together, the Group), for the year ended 31 December 2025.

Amendment of Articles of Association

The Company’s Articles of Association may only be amended by special resolution of the Company at a general meeting of its shareholders.

Annual General Meeting

The Annual General Meeting will be held on 12 May 2026. Full details of the resolutions to be proposed to our shareholders, and accompanying explanatory notes, are contained in our Notice of Annual General Meeting, a copy of which is published on our website.

Branches

The Company does not have any branches outside the UK.

Business relationships

A summary of how the Company has engaged with suppliers, customers and other third parties can be found on pages 36 to 39 and 86 to 92. Details of how the directors have had regard to the need to foster the Company’s business relationships with suppliers, customers and others, and the effect of that regard on the principal decisions taken by the Company during the financial year, are contained in the Section 172(1) statement on pages 90 to 92. Further information on our payment practices with suppliers can be found on the government’s reporting portal. Our statement on slavery and human trafficking can be found on our website at www.imiplc.com.

Change of control

The Company and its subsidiaries are party to a number of agreements that may allow the counterparties to alter or terminate the arrangements on a change of control of the Company following a takeover bid, such as commercial contracts and employee share plans. Other than as referred to in the next paragraph, none of these are considered by the Company to be significant in terms of its likely impact on the Group as a whole.

In the event of a change of control of the Company, the Group’s main funding agreements allow the lenders to renegotiate terms or give notice of repayment for all outstanding amounts under the relevant facilities. The Company does not have agreements with any director or employee that would provide compensation for loss of office or employment specifically resulting from a takeover, although the provisions of the Company’s share schemes include a discretion to allow awards granted to directors and employees under such schemes to vest in those circumstances.

Corporate governance statement

The Corporate Governance Report on pages 73 to 131 is hereby incorporated by reference into this Directors’ Report and includes details of our application of the principles and reporting against the provisions of the 2024 Corporate Governance Code (2024 Code) and the 2018 Corporate Governance Code in relation to Provision 29 only. A copy of the 2018 and 2024 Codes, as applicable to the Company for the year ended 31 December 2025, can be found at the Financial Reporting Council’s website: frc.org.uk.

Directors

The names and biographies of our directors who served during the financial year ended 31 December 2025 and up to the date of publishing can be found on pages 76 to 79.The rules for the appointment and replacement of directors are set out in the Company’s Articles of Association. Each new appointee to the Board is required to stand for election at the next Annual General Meeting following their appointment. In addition, the Company’s Articles of Association require each director to stand for re-election every year. The Directors’ statement of responsibilities can be found on page 131.

Directors’ indemnities and insurance

The Company maintains directors’ and officers’ liability insurance and all directors of the Company benefit from qualifying third-party indemnity provisions that were in place during the financial year. At the date of this Annual Report, there are such indemnity arrangements with each director in respect of the costs of defending civil, criminal and regulatory proceedings brought against them as a director or employee, subject always to the limitations set by the Companies Act 2006.

The Group operates pension schemes in the UK that provide retirement and death benefits for employees and former employees of the Group. The corporate trustee of the pension schemes is IMI Pensions Trust Limited, a subsidiary of the Company. 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 2025 and remain in force for the benefit of each of the directors of the corporate trustee of the pension schemes. These indemnity provisions cover, to the extent permitted by law, certain losses or liabilities incurred as a director or officer of the corporate trustee of the pension schemes.

The Group also has in place third-party qualifying indemnity provisions, as defined in section 234 of the Companies Act 2006, in favour of certain employees who discharge responsibilities for various wholly owned subsidiary companies, and these indemnities are given on a similar basis to the above.

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Directors’ interests

Details of the interests in the Company’s shares held by our directors and persons connected with them (including interests under share option and incentive schemes) are shown in the Directors’ Remuneration Report from page 119 and are hereby incorporated by reference into this Directors’ Report.

Directors’ powers

The powers of the directors are determined by UK legislation and the Articles of Association of the Company in force from time to time. The directors were authorised to allot and issue ordinary shares and to make market purchases of the Company’s ordinary shares by resolutions of the Company passed at its Annual General Meeting held on 8 May 2025. The current authorities will expire at the conclusion of the next Annual General Meeting to be held on 12 May 2026, at which new authorities will be sought. Further details of authorities the Company is seeking for the allotment, issue and purchase of its ordinary shares will be set out in the separate Notice of Annual General Meeting.

Disclosure of information to the auditor

Each director confirms that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware and that each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

Dividends

The directors recommend a final dividend of 23.2p per ordinary share for the year ended 31 December 2025. Subject to shareholder approval by our shareholders at our Annual General Meeting on 12 May 2026, the final dividend will be paid on 15 May 2026 to shareholders on the register at the close of business on 7 April 2026. Together with the interim dividend of 11.0p per ordinary share paid on 22 September 2025, this gives a total dividend for the 2025 financial year of 34.2p per ordinary share. The interim and final dividends paid in respect of the 2024 financial year were 21.1p per ordinary share and 10.0p per ordinary share, respectively (2024 total dividends paid of 31.1p).

Employee matters

Details of how we engage with our workforce, provide them with relevant information and take into account their interests in decision-making can be found on pages 37, 49, 87, 89 and 90. Our approach to investing in and rewarding the workforce is set out on page 51. Our Section 172(1) statement can be found on pages 90 to 92. Details of the arrangements in place under which employees can raise any matter of concern are set out on pages 46 and 87.

We actively encourage colleagues to take an interest in the financial performance of IMI. We operate an HMRC-approved Savings Related Share Option Scheme which is open to all of the Group’s UK employees, including the UK-based executive directors. Consistent with executive directors, the leadership group participates in annual bonus plans, with measures linked to corporate, sector and/or local performance depending on seniority.

Every effort is made to ensure that applications for employment from disabled employees are fully and fairly considered and that disabled employees (including colleagues who may have become disabled during service) have equal opportunities in training, career development and promotion. Further disclosures relating to employee diversity, employee engagement and related policies are set out on pages 48, 51, 64, 95 and 96. Our Board Inclusion and Diversity policy is summarised on page 95.

Events occurring after the reporting period

Our subsequent events are disclosed in Note 28 of the financial statements.

Financial instruments

Our risk management objectives and policies in relation to the use of financial instruments can be found in Note 18 of the financial statements.

Going Concern

After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future and for a period of at least twelve months (6 March 2027) following the approval of the Annual Report. Further details can be found on page 72.

Interest capitalised

See Note 8 to the financial statements.

Independent advice

The Company has an agreed procedure for directors to take independent legal and/or financial advice at the Company’s expense, where they deem it necessary.

Detail	Note reference of financial statements/page number
UKLR 6.6.1R (11) Shareholder waiver of future dividends	Page 129
UKLR 6.6.1R (3) Long-term incentive schemes	Note 6 on pages 158 to 160
Directors’ waiver of emoluments	Page 126, Note 5 (page 157), Note 26 (page 194) and note C2 (page 198)

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Major shareholdings

Information provided to the Company pursuant to the Disclosure Guidance and Transparency Rules is published on a regulatory information service and on the Company’s website. As at 31 December 2025, the following voting interests in the ordinary share capital of the Company, disclosable under the Disclosure Guidance and Transparency Rules, had been notified to the Company:

Name of shareholder	Percentage of issued share capital	Direct or indirect nature of holding
Massachusetts Financial Services Company	9.89	Indirect
Ameriprise Financial Inc.	4.99	Indirect
Standard Life Investments (Holdings) Limited	4.97	Indirect
BlackRock, Inc.	Below 5%	Indirect
Alecta Tjänstepension Ömsesidigt	3.03	Direct
Legal & General Group plc	3.03	Direct

Between 31 December 2025 and 5 March 2026, no changes in the voting interests have been notified to the Company in accordance with the Disclosure Guidance and Transparency Rules save for a notification received from BlackRock, Inc. on 29 January 2026 that its interest totalled 5.04%.

Political donations

No political party contributions or political expenditure were made during the year.

Purchase of own shares

The Company was granted authority at the Annual General Meeting held on 8 May 2025 to purchase up to 25,641,826 of its ordinary shares. This authority will expire at the conclusion of the next Annual General Meeting to be held on 12 May 2026, where shareholders will be asked to give a similar authority, details of which will be given in the Notice of Annual General Meeting.

We purchased 10,188,092 shares of 28 4/7p under this authority during the year of total nominal value £2,910,883.43. The shares were cancelled following repurchase and the impact on the Company’s capital and reserves is outlined in Note 22 on page 192. A further £500m share buyback programme was announced on 6 March 2026.

Related party transactions

Details of related party transactions are in Note 26 of the financial statements.

Research and development

See Note 5 to the financial statements for an indication of the research and development activities of the Group. More information about our investment in Growth Hub projects can be found on pages 13 to 17.

Section 172 (1) statement

This can be found on pages 90 to 92.

Share capital

As at 31 December 2025, the Company’s issued share capital was £74,187,107.43, divided into 259,654,876 ordinary shares of 28 4/7p each. Details of the share capital of the Company are set out in Note 22 to the financial statements. The Company’s ordinary shares are listed on the London Stock Exchange. During the year, 107,972 shares were issued in respect of options exercised under employee share schemes. Details of these schemes are summarised in Note 6 to the financial statements. Shares acquired by employees under employee share schemes rank equally with the other shares in issue and have no special rights.As at 31 December 2025, 1,076,946 shares were held in an employee trust for use in relation to certain executive incentive plans, representing 0.41% of the issued share capital (excluding treasury shares) at that time. The independent trustee of the trust has the same rights as any other shareholder, other than as specifically restricted in the governing trust deed. The trust has agreed to waive any right to all dividend payments now and in the future. Participants in option schemes do not hold any voting rights on the shares until the date of exercise.

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Share capital continued

The rights and obligations attaching to the Company’s ordinary shares are set out in the Company’s Articles of Association, copies of which can be obtained from Companies House in the UK, from the Company’s website or by writing to the Company Secretary. Changes to the Articles of Association must be approved by a special resolution of the shareholders (75% majority required), in accordance with the legislation in force at the time. Subject to applicable statutes, shares may be issued with such rights and restrictions as the Company may by ordinary resolution decide, or (if there is no such resolution or so far as it does not make specific provision) as the Board may decide. Holders of ordinary shares are entitled to receive the Company’s report and accounts, to attend, speak and vote at general meetings of the Company, and to appoint proxies to exercise their rights. Holders of ordinary shares may receive a dividend and, in a liquidation, may share in the assets of the Company. Subject to meeting certain thresholds, holders of ordinary shares may requisition a general meeting of the Company or propose resolutions at Annual General Meetings. Voting rights for ordinary shares held in treasury are suspended and the treasury shares carry no rights to receive dividends or other distributions of assets. There are no restrictions on the transfer of ordinary shares in the Company, other than:

– Certain restrictions as may from time to time be imposed by laws and regulations (for example, insider trading laws, in accordance with the Companies Act 2006, UK Listing Rules or the City Code on Takeover and Mergers)
– Pursuant to the Company’s share dealing code, whereby the directors and certain employees of the Company require approval to deal in the Company’s shares

The Company is not aware of any arrangements between shareholders that may result in restrictions on the transfer of ordinary shares or on voting rights. None of the ordinary shares carry any special rights with regard to control of the Company. The only restrictions on voting rights are those that apply to the ordinary shares held in treasury. Electronic and paper proxy appointments and voting instructions must be received by the Company’s registrars not later than 48 hours (excluding any non-working days) before a general meeting, or (subject to the Company’s Articles of Association) any adjournment thereof.

Strategic Report

The Company has chosen to disclose the following information in the Strategic Report on pages 1 to 72:

– The Company’s strategy and likely future developments in the Group’s business (pages 2 to 17)
– Environmental matters, including greenhouse gas emissions (pages 52 to 63)
– The business model (page 5)
– Risk management objectives, policies and the principal risks and uncertainties facing the Group (pages 65 to 70)

Such information is incorporated into this report by reference and is deemed to form part of this Directors’ Report.

Treasury shares

As at 31 December 2025, 12,648,836 ordinary shares (nominal value £3,613,953.14) were held in treasury, representing 4.9% of the issued share capital at that time.

Approved by the Board and signed on its behalf by:
Louise Waldek
Company Secretary
5 March 2026

IMI plc is registered in England No. 714275

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The directors are responsible for preparing the Annual Report, which includes the Directors’ Report, the Strategic Report, Remuneration Report and Corporate Governance Statement, and the Group and parent company 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 are required to prepare the Group financial statements in accordance with United Kingdom adopted international accounting standards. The financial statements also comply with International Financial Reporting Standards (IFRSs) as issued by the IASB. The directors have chosen to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 “Reduced Disclosure Framework”.

Under company law the directors must not approve the financial statements unless they are satisfied that they present fairly the financial position, financial performance and cash flows for that period. In preparing those financial statements, the directors are required to:

– select suitable accounting policies and then apply them consistently;
– make judgements and estimates that are reasonable;
– present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
– state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
– state for the parent company financial statements whether applicable International Accounting Standards in conformity with the requirements of the Companies Act 2006 as applied in accordance with section 408 of the Companies Act 2006.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and the parent company and enable them to ensure that the Group and parent company financial statements comply with the Companies Act 2006 and International Financial Reporting Standards as issued by the IASB. They are also responsible for safeguarding the assets of the Group and the parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors’ responsibility statement under the Disclosure and Transparency Rules

We confirm that to the best of our knowledge:

– the Group and parent company financial statements in this Annual Report, which have been prepared in accordance with applicable UK law and with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and
– the Annual Report (which includes the Directors’ Report and the Strategic Report) includes a fair review of the development and performance of the business and the position of the Company and the Group taken as a whole, together with a description of the principal risks and uncertainties that they face.

The directors are responsible for preparing the Annual Report in accordance with applicable laws and regulations. Having taken advice from the Audit Committee, the Board considers the report and accounts, taken as a whole, are fair, balanced, understandable and provide the information necessary for shareholders to assess the Group’s performance, business model and strategy.

By order of the Board
Roy Twite
Chief Executive Officer
5 March 2026

Luke Grant
Chief Financial Officer
5 March 2026

Statement of directors’ responsibilities in respect of the Annual Report and the financial statements

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Report on the audit of the financial statements

1. Opinion

In our opinion:

– the financial statements of IMI plc (the ‘parent company’) and its subsidiaries (the ‘Group’) give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December 2025 and of the Group’s profit for the year then ended;
– the Group financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards;
– the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and
– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

– the consolidated income statement;
– the consolidated statement of comprehensive income;
– the consolidated and parent company balance sheets;
– the consolidated and parent company statements of changes in equity;
– the consolidated statement of cash flows;
– the related notes 1 to 28 for the consolidated financial statements; and
– the related notes C1 to C12 for the parent company financial statements.

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and United Kingdom adopted international accounting standards.The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).

2. Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

The non-audit services provided to the Group and parent company for the year are disclosed in Note 5 to the financial statements. We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the Group or the parent company. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

3. Summary of our audit approach

Key audit matters

The key audit matters that we identified in the current year were:
– overstatement of revenue through inappropriate cut-off in the Process Automation sector; and
– inventory valuation.

The key audit matters have remained at a similar risk level to that of the prior year.

Materiality

The materiality that we used for the Group financial statements was £21.1 million (FY24: £19.7 million) which was determined on the basis of profit before tax from continuing operations (FY24: profit before tax adjusted for restructuring costs).

Scoping

We have identified 50 (FY24: 51) reporting components resulting in 72% (FY24: 70%) of Group revenue and 70% (FY24: 71%) of the absolute value of the Group’s total profit or loss before tax subject to audit procedures. Certain components are loss-making, including those which are solely cost centres.

4. Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the Group’s and parent company’s ability to continue to adopt the going concern basis of accounting included:
– obtaining an understanding of the Group’s financing facilities including the nature of facilities, repayment terms, covenants and expected renewal of financing arrangements;
– assessment of the assumptions used in the Board approved forecasts by reference to historical performance, the impact of macroeconomic uncertainty, and other supporting evidence such as market data;
– recalculating the amount of headroom in the forecasts (in liquidity terms and against the relevant covenant limits);
– assessing the appropriateness of the sensitivity analysis and reverse stress tests performed by management; and
– assessing the appropriateness of the disclosures made in the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

5. Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5.1. Overstatement of revenue through inappropriate cut-off in the Process Automation sector

Key audit matter description

The Group recognised revenue of £2,304 million (FY24: £2,210 million) principally through the provision of goods and services accounted for under IFRS 15, as described in the Audit Committee Report and Note 2 to the financial statements. We have performed a risk assessment of the Group’s revenue streams to understand the revenue cycles across each business. We identified a key audit matter in relation to the risk, due to the potential risk of fraud or error, of inappropriate cut-off of revenue in the Process Automation sector (see Note 4) owing to the fact that more revenue is generated in December as compared to other months in the year.

How the scope of our audit responded to the key audit matter

We have performed the following procedures to address this key audit matter for in-scope locations within the Process Automation sector:
– obtained an understanding of and tested relevant controls over revenue that specifically address the cut-off risk;
– obtained an understanding from local and sector management as to the key drivers for revenue spike in December;
– assessed the level of credit notes or adjustments raised post year-end (both in FY25 and FY26 to date) to identify significant reversals of revenue in the subsequent period; and
– tested a sample of shipments around the year end, inspected supporting documentation to identify if the transactions were recorded in the correct financial year.

Key observations

Based on our procedures performed, we consider the year-end cut-off of revenue recognised in the Process Automation sector to be appropriate.

5.2. Inventory valuation

Key audit matter description

The Group’s inventory balance as at 31 December 2025 was £396.5 million (FY24: £447.8 million). As described in the Sector Reviews on page 23 the Group has decreased inventories reflecting streamlined inventory management and improving efficiency across the supply chain. Inventory valuation is considered a significant accounting matter by the Audit Committee, as outlined on page 99. There is a level of estimation and judgement associated with the Group’s excess & obsolete (E&O) inventory provision and overhead absorption. We have identified a key audit matter in relation to inventory valuation, including: consideration of the provision for E&O inventory; and judgements relating to the manufacturing costs of inventory and overhead absorption. As disclosed in Note 15, the provision for E&O inventory as at 31 December 2025 was £62.5 million (FY24: £60.8 million). The Group’s provision policy for E&O inventory is determined by considering expected usage levels of inventory, based on historical sales, as well as forward looking judgements such as forecast sales associated with the order book and with new products. Where local management judgement is applied beyond these factors, Group level review and approval is required. Judgement is applied to the cost of inventories in order to reflect accurately the manufacturing costs incurred in bringing inventories to their current condition and location. The manufacturing cost primarily relates to the assessment of direct labour costs incurred, manufacturing overheads to be absorbed and other relevant production costs. Judgement is also made in relation to inventory turn and the level of costs which are directly attributable to manufacturing.

How the scope of our audit responded to the key audit matter

We have performed the following procedures to address this key audit matter for in-scope locations across the Group:
– obtained an understanding of the relevant controls relating to the E&O provision;
– assessed whether the assumptions underpinning the judgements applied in determining the E&O provision are aligned to the Group’s policy, and assessed whether the policy is being applied consistently across the Group;
– assessed the key assumptions concerning overhead absorption, including those related to bills of materials and standard costing;
– assessed whether costs directly related to manufacturing have been under or over absorbed in the period;
– assessed the assumptions concerning normal levels of production and inventory turns; and
– attended physical inventory counts at 23 (FY24: 23) locations to test, on a sample basis, the existence and completeness of inventory and assess for any indicators of impairment.

Key observations

Based on our procedures performed, we are satisfied that the carrying value of inventory as at 31 December 2025 is appropriate.

6. Our application of materiality

6.1.# Materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

	Group financial statements	Parent company financial statements
Materiality	£21.1 million (FY24: £19.7 million)	£11.6 million (FY24: £10.2 million)
Basis for determining materiality	5.0% of profit before tax from continuing operations (FY24: 5.1% of profit before tax adjusted for restructuring costs). In FY25, restructuring programmes are substantially complete and hence there are no restructuring costs to exclude from our materiality benchmark.	2.1% of net assets (FY24: 1.8% of net assets)
Rationale for the benchmark applied	Profit before tax is a key metric for users of the financial statements and reflects the way business performance is reported and assessed by external users of the financial statements.	The parent company is a holding company for the Group and pays external dividends to shareholders, therefore we have determined net assets to be the appropriate basis.

Profit before tax Group materiality Group materiality £21.1m Component materiality range £4.0m to £13.2m Audit Committee reporting threshold £1.0m £418.5m

6.2. Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.

	Group financial statements	Parent company financial statements
Performance materiality	70% (FY24: 70%) of Group materiality	70% (FY24: 70%) of parent company materiality

Basis and rationale for determining performance materiality
In determining performance materiality, we considered the following factors:
– our risk assessment, including our assessment of the Group’s overall control environment;
– the level of oversight at both a Group and platform level over the local entity financial reporting processes;
– the experience of key management personnel in senior roles at Group, platform and sector levels; and
– the low level of corrected and uncorrected misstatements identified in the prior year audit.

6.3. Error reporting threshold

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £1.0 million (FY24: £0.5 million), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

7. An overview of the scope of our audit

7.1. Use of audit technology

We embed technology throughout our audit to improve quality and effectiveness, including in the areas of planning and scoping, project management, risks and controls assessment, substantive testing and reporting insights to management and the Audit Committee. We have utilised data analytics on certain in scope components providing a more detailed understanding of the flow of transactions, enabling us to focus our risk assessment and design targeted audit testing procedures.

7.2. Audit procedures undertaken at the Group level and on the Parent company

We have performed audit work on the Group and Parent company financial statements, including but not limited to: the consolidation of the Group’s results, the preparation of the financial statements, certain disclosures within the Directors’ Remuneration report, litigation provisions and exposures, and entity level and oversight controls relevant to financial reporting. The component account balances not covered by our audit scope were subject to analytical procedures confirming that there were no significant risks of material misstatement in the aggregated financial information.

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7.3. Audit work executed at component level

The Group operates in over 50 locations across the world. The Group is structured into two platforms, focused on five major market sectors: Process Automation, Industrial Automation, Life Science and Fluid Control, Transport, and Climate Control. These five sectors comprise of many individual reporting components which represent the lowest level at which management prepares financial information that is included in the financial statements. The parent company is located in the UK and is audited directly by the Group audit team.

Our Group audit was scoped by developing an appropriate audit plan for each significant account. We assessed the qualitative and quantitative characteristics of each financial statement line item and considered the relative contribution of each component to these line items in determining which components would be subject to audit procedures. We have also considered the presence of individual financial transactions of a significant nature, the geographical spread of the Group and any risks presented within each region. We have further considered the qualitative considerations such as results of recent internal audit reviews undertaken by the Group Assurance function, prior year issues or errors and an understanding of any recent or projected restructuring or relocation activities in specific locations.

We have scoped in 50 (FY24: 51) components for procedures on one or more classes of transactions, account balances or disclosures that together represent 72% (FY24: 70%) of Group revenue and 70% (FY24: 71%) of the absolute value of the Group’s total profit or loss before tax. The extent of our involvement has been detailed per section 7.6 adjacent. The component performance materiality used by the respective audit teams ranged between £4.0m to £13.2m (FY24: £2.1m to £12.3m). At a Group level, further substantive audit work was performed over the consolidation, and analytical review procedures were performed over all components not in scope.

	Revenue	Pre-tax absolute results
A – Subject to audit procedures	72%	70%
B – Review at Group level	28%	30%

7.4. Our consideration of the control environment

The Group uses a number of different IT systems across the reporting components, and we worked with our IT specialists to obtain an understanding of the general IT controls for relevant systems. Following this, we focused our testing on the five core financial IT systems that underpin the five sectors and which the majority of entities either utilise or plan to migrate to in the future. Given the disaggregated nature of the Group, we continue to adopt a largely substantive audit approach. In the current year our controls approach was principally designed to obtain an understanding of the relevant controls in key financial reporting process cycles to inform our risk assessment and allow us to test certain relevant revenue controls. As noted on page 66 the Board takes overall responsibility for ensuring the Group’s risk management and internal control frameworks.

7.5. Our consideration of climate-related risks

In planning our audit, we have considered the potential impact of climate change on the Group’s business and its financial statements. As noted on page 68 the Group has assessed the risk and opportunities relevant to climate change and whilst the Group has not identified a separate principal risk in relation to the potential risk of climate change, it is incorporated into several existing principal risks. We have obtained management’s climate-related risk assessment and held discussions with those charged with governance to understand the process of identifying climate-related risks, the determination of mitigating actions and the impact on the Group’s financial statements.

The Directors have considered the impact of climate change, particularly in the context of the risks identified in the TCFD disclosures on pages 62 to 63 and have not identified there to be a material impact on the financial reporting judgements and estimates as noted on page 147. We performed our own qualitative risk assessment of the potential impact of climate change on the Group’s account balances and classes of transactions and did not identify any additional risks of material misstatement. Our procedures included reading disclosures included in the Strategic Report to consider whether they are materially consistent with the financial statements and our knowledge obtained in the audit.

7.6. Working with other auditors

The extent of our involvement, which commenced from the planning phase, included:
– setting the scope of the work to be performed by the component auditors and assessment of their independence;
– designing the audit procedures for areas of significant and higher risks to be addressed by the component auditors and issuing Group audit instructions detailing the nature and form of the reporting required by the Group engagement team;
– partner-led discussion and hosting webinars for all component auditors at the planning and interim stages of the audit to highlight key aspects of the audit instructions and expectations of the Group audit team;
– providing direction on instructions specific to individual components throughout the year, as well as in-person visits by senior members of the Group audit team to 5 sites (FY24: 7) during the year;

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– providing direction on enquiries made by the component auditors through online communications and telephone conversations;
– attending audit planning and closing calls at components selected through a risk-based approach; and
– adopting a risk-based approach to thereview of specific component auditors’ engagement files by senior members of the Group engagement team.

8. Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard

9. Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group’s and the parent company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.

10. Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

11. Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. Independent Auditor’s Report to the members of IMI plc continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025137

11.1. Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

the nature of the industry and sector, control environment and business performance including the design of the Group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
results of our enquiries of management, the directors, Group assurance and the audit committee about their own identification and assessment of the risks of irregularities, including those that are specific to the Group’s sector;
any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance, including the implications of the cyber incident as disclosed in note 3;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
the matters discussed among the audit engagement team including component audit teams and relevant internal specialists, including tax, valuations, pensions and IT specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: overstatement of revenue through inappropriate cut-off in the Process Automation sector. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Listing Rules, pensions legislation and tax legislation in all relevant jurisdictions where the Group operates. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty.

11.2. Audit response to risks identified

As a result of performing the above, we identified overstatement of revenue through inappropriate cut-off in the Process Automation sector as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter.

In addition to the above, our procedures to respond to risks identified included the following:

reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
enquiring of management, the audit committee and in-house legal counsel concerning actual and potential litigation and claims;
enquiring of management and external forensic and legal adviser to assess any potential impact of the cyber incident;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance, reviewing internal audit and whistleblowing reports; and
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and component audit teams, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Report on other legal and regulatory requirements

12. Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the Group and the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the Strategic Report or the Directors’ Report. Independent Auditor’s Report to the members of IMI plc continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025138

13. Corporate Governance Statement

The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code specified for our review.Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
– the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 72;
– the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period is appropriate set out on page 71;
– the directors’ statement on fair, balanced and understandable set out on page 131;
– the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 66;
– the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 66; and
– the section describing the work of the audit committee set out on page 101.

14. Matters on which we are required to report by exception

14.1. Adequacy of explanations received and accounting records

Under the Companies Act 2006 we are required to report to you if, in our opinion:
– we have not received all the information and explanations we require for our audit; or
– adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
– the parent company financial statements are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

14.2. Directors’ remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and returns. We have nothing to report in respect of these matters.

15. Other matters which we are required to address

15.1. Auditor tenure

Following the recommendation of the audit committee, we were appointed by the Board of Directors at the Annual General Meeting on 8 May 2025 to audit the financial statements for the year ended 31 December 2025 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is five years, covering the years ended 31 December 2021 to 31 December 2025.

15.2. Consistency of the audit report with the additional report to the Audit Committee

Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance with ISAs (UK).

16. Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule DTR 4.1.15R – DTR 4.1.18R, these financial statements form part of the Electronic Format Annual Financial Report filed on the National Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the Electronic Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.

Dean Cook MA FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
5 March 2026

Independent Auditor’s Report to the members of IMI plc continued
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IMI plc Annual Report 2025 139

Consolidated income statement

For the year ended 31 December 2025

		2025 Adjusted £m	2025 Adjusting items £m	2025 Statutory £m	2024 Adjusted £m	2024 Adjusting items £m	2024 Statutory £m
Revenue	4	2,304	-	2,304	2,210	-	2,210
Cost of sales		(1,210.6)	-	(1,210.6)	(1,165.4)	-	(1,165.4)
Gross profit		1,093.4	-	1,093.4	1,044.6	-	1,044.6
Net operating costs	5	(633.3)	(37.7)	(671.0)	(609.1)	(79.3)	(688.4)
Operating profit		460.1	(37.7)	422.4	435.5	(79.3)	356.2
Financial income	8	12.3	-	12.3	9.7	-	9.7
Financial expense	8	(28.1)	-	(28.1)	(24.5)	-	(24.5)
Gains/(losses) on instruments measured at fair value through profit or loss		13.8	-	13.8	(9.1)	-	(9.1)
Net financial expense relating to defined benefit pension schemes	14	(1.9)	-	(1.9)	(1.9)	-	(1.9)
Net financial (expense)/income		(17.7)	13.8	(3.9)	(16.7)	(9.1)	(25.8)
Profit before tax		442.4	(23.9)	418.5	418.8	(88.4)	330.4
Taxation	9	(112.4)	3.8	(108.6)	(101.8)	19.9	(81.9)
Profit after tax		330.0	(20.1)	309.9	317.0	(68.5)	248.5
Earnings per share
Basic – from profit for the year	7			124.3p			96.0p
Diluted – from profit for the year	7			123.8p			95.6p

All activities relate to continuing operations and are all attributable to the owners of the Company.

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Consolidated statement of comprehensive income

For the year ended 31 December 2025

	Notes	2025 £m	2024 Re-presented* £m
Profit for the year		309.9	248.5
Items that will not subsequently be reclassified to profit and loss
Remeasurement gain/(loss) on defined benefit pension plans	14	7.7	(1.5)
Related taxation (charge)/credit on items that will not subsequently be reclassified to profit and loss	9	(1.2)	0.2
Effect of taxation rate change on previously recognised items		(0.7)	5.8
		(1.3)
Items that may be reclassified to profit and loss
(Loss)/gain arising on hedging instruments designated in hedges of the net assets in foreign operations*	17	(18.4)	31.7
Loss on exchange differences on translation of foreign operations*		(2.8)	(58.5)
Exchange differences reclassified to income statement on disposal of operations		(0.3)	-
Related tax charge on items that may subsequently be reclassified to profit and loss	9	(1.2)	(2.9)
		(22.4)	(30.0)
Other comprehensive loss for the year, net of taxation		(16.6)	(31.3)
Total comprehensive income for the year, net of taxation		293.3	217.2
Attributable to:
Equity holders of the parent		293.3	217.2

‘(Loss)/gain arising on hedging instruments designated in hedges of the net assets in foreign operation’ and ‘Loss on exchange differences on translation of foreign operations’ have been re-presented in the prior year comparators to reclassify and correct the accounting treatment in respect of net investment hedges. Refer to Note 1 for further details.

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Consolidated statement of changes in equity

For the year ended 31 December 2025

	Notes	Share capital £m	Share premium account £m	Capital redemption reserve £m	Translation reserve £m	Retained earnings £m	Total £m
As at 1 January 2024		78.6	17.0	177.6	11.0	746.0	1,030.2
Profit for the year		-	-	-	-	248.5	248.5
Other comprehensive expense excluding related taxation effect		-	-	-	(27.1)	(1.5)	(28.6)
Related taxation effect	9	-	-	-	(2.9)	0.2	(2.7)
Total comprehensive (expense)/income		-	-	-	(30.0)	247.2	217.2
Issue of share capital	22	0.1	1.3	-	-	-	1.4
Dividends paid	10	-	-	-	-	(76.0)	(76.0)
Share-based payments (net of tax)	6	-	-	-	-	10.7	10.7
Cancellation of Treasury shares		(1.6)	-	1.6	-	-	-
Proceeds from employee share scheme trust		-	-	-	-	2.0	2.0
Share buyback programme		-	-	-	-	(100.4)	(100.4)
As at 31 December 2024		77.1	18.3	179.2	(19.0)	829.5	1,085.1
Changes in equity in 2025
Profit for the year		-	-	-	-	309.9	309.9
Other comprehensive (expense)/income excluding related taxation effect		-	-	-	(21.2)	7.7	(13.5)
Related taxation effect	9	-	-	-	(1.2)	(1.9)	(3.1)
Total comprehensive (expense)/income		-	-	-	(22.4)	315.7	293.3
Issue of share capital	22	-	1.3	-	-	-	1.3
Dividends paid	10	-	-	-	-	(80.6)	(80.6)
Share-based payments (net of tax)	6	-	-	-	-	11.4	11.4
Cancellation of Treasury shares		(2.9)	-	2.9	-	-	-
Share buyback programme		-	-	-	-	(201.4)	(201.4)
As at 31 December 2025		74.2	19.6	182.1	(41.4)	874.6	1,109.1

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IMI plc Annual Report 2025 142

Consolidated balance sheet

At 31 December 2025

	Notes	2025 £m	2024 £m
Assets
Goodwill	11	650.8	670.9
Other intangible assets	11	221.3	254.0
Property, plant and equipment	12	326.4	301.2
Right-of-use assets	13	79.1	87.6
Employee benefit assets	14	7.1	1.1
Deferred tax assets	9	31.0	24.2
Other receivables		1.7	2.1
Total non-current assets		1,317.4	1,341.1
Inventories	15	396.5	447.8
Trade and other receivables	16	562.3	540.2
Derivative financial assets	17	12.1	6.9
Current tax		13.9	4.5
Investments	17	2.5	2.2
Cash and cash equivalents	19	112.4	147.8
		1,099.7	1,149.4
Assets classified as held for sale	27	63.0	-
Total current assets		1,162.7	1,149.4
Total assets		2,480.1	2,490.5

	Notes	2025 £m	2024 £m
Liabilities
Trade and other payables	21	(469.3)	(495.9)
Bank overdraft	19	(43.5)	(91.0)
Interest-bearing loans and borrowings	19	(92.6)	(124.0)
Lease liabilities	13	(23.8)	(23.2)
Provisions	20	(22.1)	(34.7)
Current tax		(77.0)	(61.8)
Derivative financial liabilities	17	(5.1)	(13.3)
		(733.4)	(843.9)
Liabilities directly associated with assets classified as held for sale	27	(44.1)	-
Total current liabilities		(777.5)	(843.9)
Interest-bearing loans and borrowings	19	(429.5)	(391.4)
Lease liabilities	13	(54.3)	(65.9)
Employee benefit obligations	14	(44.4)	(48.5)
Provisions	20	(7.8)	(8.5)
Deferred tax liabilities	9	(40.9)	(33.7)
Other payables	21	(16.6)	(13.5)
Total non-current liabilities		(593.5)	(561.5)
Total liabilities		(1,371.0)	(1,405.4)
Net assets		1,109.1	1,085.1
Share capital	22	74.2	77.1
Share premium		19.6	-

Consolidated statement of cash flows

For the year ended 31 December 2025

	Notes	2025 £m	2024 £m
Cash flows from operating activities
Operating profit for the year		422.4	356.2
Adjustments for:
Depreciation and amortisation	11, 12, 13	113.4	119.0
Impairment of property, plant and equipment and intangible assets	11, 12, 13	1.6	2.4
Profit on disposal of subsidiaries	24	(6.3)	-
(Profit)/loss on sale of property, plant and equipment	12	(24.9)	1.7
Equity-settled share-based payment expense	6	10.9	10.8
Decrease/(increase) in inventories	15	31.4	(24.1)
Decrease in trade and other receivables	16	(26.3)	(40.5)
(Decrease)/increase in trade and other payables	21	(2.6)	43.1
(Decrease)/increase in provisions	20	(13.5)	2.7
Increase in employee benefits	14	1.7	1.6
Additional pension scheme funding	14	(4.0)	-
Settlement of transactional derivatives	17	4.9	2.9
Cash generated from operations		515.0	469.5
Income taxes paid	9	(99.7)	(97.9)
Cash generated from operations after tax		415.3	371.6
Cash flows from investing activities
Interest received	8	12.3	9.7
UK pension loan*		(8.0)	-
Proceeds from sale of property, plant and equipment	12	32.7	15.6
Settlement of effective net investment hedge derivatives	17	(7.5)	11.7
Acquisitions of subsidiaries net of cash	23	(17.7)	-
Acquisition of property, plant and equipment and non-acquired intangibles	11, 12	(98.6)	(91.5)
Purchase of investments	26	(0.4)	(1.0)
Proceeds from disposal of subsidiaries net of cash	24	15.2	-
Net cash from investing activities		(69.5)	(58.0)

UK pension loan related to a loan made to the IMI 2014 Deferred Fund during 2025, the closed UK defined benefit pension scheme. The loan was repaid in full in January 2026, with the buy-out of the scheme completed in February 2026.

	Notes	2025 £m	2024 £m
Cash flows from financing activities
Interest paid	8	(28.1)	(24.5)
Adjustments for employee share scheme trust	22	2.0	-
Proceeds from the issue of share capital for employee share schemes	22	1.3	1.3
Share buyback		(201.4)	(100.4)
Drawdown of borrowings	19	130.2	-
Repayment of borrowings	19	(130.3)	(50.0)
Principal elements of lease payments	13	(27.8)	(28.6)
Dividends paid to equity shareholders	10	(80.6)	(76.0)
Net cash from financing activities		(336.7)	(276.2)
Net increase in cash and cash equivalents	19	9.1	37.4
Cash and cash equivalents at the start of the year	19	56.8	40.2
Effect of exchange rate fluctuations		6.5	(20.8)
Cash and cash equivalents at the end of the year		72.4	56.8
Reconciliation of cash and cash equivalents
Cash and cash equivalents		115.9	147.8
Bank overdraft		(43.5)	(91.0)
Cash and cash equivalents at the end of the year		72.4	56.8

Notes to the cash flow appear in Note 19.
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Notes to the consolidated financial statements

1. Basis of preparation

Introduction

IMI plc (the Company) is a company incorporated and domiciled in the United Kingdom. The consolidated financial statements of the Company comprise the Company and its subsidiaries (together referred to as the Group). The Company financial statements present information about the Company as a separate entity and not about the Group.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the UK. The Company financial statements have been prepared in accordance with International Accounting Standards (IAS) in conformity with the requirements of the Companies Act 2006 as applied in accordance with section 408 of the Companies Act 2006 and these are presented on pages 195 to 199. The financial statements were approved by the Board of Directors on 5 March 2026.

Basis of accounting

The financial statements are presented in Pounds Sterling (which is the Company’s functional currency), rounded to the nearest hundred thousand, except revenues, which are rounded to the nearest whole million. They are prepared on the historical cost basis except for: derivative financial instruments; financial assets classified as fair value through profit and loss or other comprehensive income; assets and liabilities acquired through business combinations, which are stated at fair value and retirement benefits. Non‑current assets and liabilities held for sale are stated at the lower of their carrying amounts and their fair values less costs to sell. The accounting policies described in the notes to the financial statements have been applied consistently throughout the Group for the purposes of these consolidated financial statements.

i. New or amended UK Endorsed Accounting Standards adopted by the Group during 2025
Noted below are the amended and new International Financial Reporting Standards, which became effective for the Group as of 1 January 2025, none of which have a material impact on the financial statements:
– Amendments to IAS 21 – Lack of Exchangeability

ii. New and revised accounting standards in issue but not yet effective
New and revised accounting standards that are in issue but not yet effective are listed below:
– IFRS 18 – Presentation and Disclosures in Financial Statements
– IFRS 19 – Subsidiaries without Public Accountability: Disclosures

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1 Presentation of Financial Statements for reporting periods beginning on or after 1 January 2027. IFRS 18 introduces a revised structure for the Consolidated Statement of Income, including the classification of income and expenses into five categories and the introduction of defined subtotals, including operating profit. The standard also enhances guidance on the aggregation and disaggregation of information and requires the disclosure of management‑defined performance measures in a single note to the financial statements. The Group is currently assessing the impact of IFRS 18 on its financial reporting. The adoption of the standard is expected to primarily affect the presentation and disclosure of the Group’s financial statements, particularly the Consolidated Income Statement and related performance measures. The adoption of the above standards and interpretations is not expected to lead to any changes to the Group’s accounting policies or have any other material impact on the financial position or performance of the Group.

Going concern

Accounting standards require that directors satisfy themselves that it is reasonable for them to conclude whether it is appropriate to prepare financial statements on a going concern basis. The Group’s business activities, together with the factors likely to affect its business development, performance and position, are set out in the Strategic Report. Principal risks are detailed on pages 65 to 70. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in these financial statements. In addition, Note 18 includes; the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk. Note 14 to the financial statements addresses the management of the funding risks of the Group’s employee benefit obligations.

After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future and for a period of at least twelve months following the approval of the Annual Report on 5 March 2026. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

The directors have considered the current macroeconomic conditions. The Group is well diversified and maintains a balanced portfolio operating across a range of markets, sectors and geographies, with no single dependency. The Automation platform delivered strong organic revenue growth and the Life Technology platform delivered a resilient performance throughout 2025. At 31 December 2025, the Group had cash and cash equivalents of £72.4m and undrawn committed facilities of £300m in the form of Revolving Credit Facilities (RCF), of which £50m is due for renewal in 2026, £50m in 2027, £125m in 2028 and £75m in 2029. Forecasts indicate that the Group can operate within the level of facilities in place, without the need to obtain any new facilities in the twelve‑month period following the approval of the Annual Report.
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Notes to the consolidated financial statements continued

1. Basis of preparation continued

The directors have assessed the viability of the Group (page 71) and reviewed detailed cash flow forecasts for a period of at least twelve months following the date of approval of the Annual Report. After applying a reverse stress test on the Group’s banking covenants and making comparisons to the detailed forecasts, the directors have a reasonable expectation that the financial headroom will not be exhausted during this period. Covenant compliance reviews are undertaken to ensure that the Group remains fully within the covenant limits. Funding covenants currently require EBITDA to be no less than 4.0 times interest and net debt to be no more than 3.0 times EBITDA. Those covenant ratios, at 31 December 2025, were 34.8 times and 1.0 times, respectively.The Board considered a reverse stress test which demonstrated that a breach of covenants would not occur unless there was an extreme unforeseen event causing a revenue reduction of greater than 52% in the twelve months following approval of the Annual Report. Mitigating actions considered for this reverse stress test include, but are not limited to, reducing working capital, restricting capital expenditure, reducing overhead spend and employee costs and cutting or suspending dividend payments to shareholders. The mitigating actions do not assume any special governmental support other than normally available schemes such as short‑term working in certain countries.

Re-presentation Statement of Comprehensive Income

Within the Statement of Comprehensive Income, funding revaluations related to hedging instruments designated as hedges of the net assets of foreign operations have been re‑presented. These amounts are now shown within “(Loss)/gain arising on hedging instruments designated in hedges of the net assets in foreign operations”, rather than within “Loss on exchange differences on translation of foreign operations.” Prior‑year comparatives have been re‑presented accordingly, resulting in a reclassification of £16.2 million between these line items. In addition, the prior‑year comparative for “(Loss)/gain arising on hedging instruments designated in hedges of the net assets in foreign operations” has been corrected to include the gain/(loss) on settled derivatives. This correction resulted in a further adjustment of £4.4 million between that line item and “Loss on exchange differences on translation of foreign operations.”

Climate change

Climate change is considered to be a key element of our overall sustainability roadmap. In preparing the financial statements, the directors have considered the impact of climate change, particularly in the context of the risks identified in the TCFD disclosures on pages 57 to 63. There has been no material impact identified on the financial reporting judgements and estimates. Overall, sustainability is recognised in the market as a growth driver 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 considered in assessing 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 potential climate change on our end markets and this did not introduce a set of circumstances that could reasonably lead to an impairment; and
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, there is not considered to be a material impact on our existing asset base.

2. Material accounting policy information

Where appropriate, the material accounting policies are presented in the note to which it applies to aid the reader’s understanding of their application. Set out below are the material accounting policies that do not have a specific note.

A. Subsidiaries

The Group financial statements consolidate the financial statements of IMI plc and the entities it controls (its subsidiaries) for the year to 31 December 2025. The Group has no significant interests which are accounted for as associates or joint ventures.

Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved through direct or indirect ownership of voting rights, currently exercisable or convertible potential voting rights, or by way of contractual agreement.

The financial statements of subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting year as the parent company and are based on consistent accounting policies. All intragroup balances and transactions, including unrealised profits arising from them, are eliminated in full. A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

derecognises the assets (including any goodwill relating to the subsidiary) and liabilities of the subsidiary;
derecognises the carrying amount of any non‑controlling interest;
derecognises the cumulative translation differences recorded in equity;
recognises the fair value of the consideration received;
recognises the fair value of any investment retained;
recognises any surplus or deficit in profit or loss; and
reclassifies the parent’s share of components previously recognised in other comprehensive income to profit or loss or retained earnings, as appropriate.

Taxation on the above accounting entries would also be recognised, where applicable.

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2. Material accounting policy information continued

B. Use of critical judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

i. Critical judgements
The critical judgements are the identification of the Alternative Performance Measures as disclosed in Note 3.

ii. Key sources of estimation uncertainty
The Group bases its assumptions and estimates on information available when the consolidated financial statements are prepared. Market changes or circumstances arising beyond the control of the Group are reflected in the assumptions and estimates when they occur. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

iii. Changes in critical judgements and key sources of estimation uncertainty
Management has reassessed the critical judgements and key sources of estimation uncertainty presented in the 2024 Annual Report and concluded that no changes in critical judgements and key sources of estimation uncertainty are considered necessary.

C. Revenue recognition

Revenue is recognised when obligations under the terms of a contract with our customer are satisfied. This generally occurs when the goods are transferred, or the services are provided, to our customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales and other taxes collected from customers are excluded from revenue.

The nature of the equipment, valve and other contracts into which the Group enters means that:

the contracts usually contain distinct performance obligations, each of which transfers control of the goods to the customer. Where such distinct performance obligations are present, revenue is recognised on each element in accordance with the policy on the sale of goods; and
the service element of the contract is usually insignificant in relation to the total contract value and is often provided on a short‑term or one‑off basis. Where this is the case, revenue is recognised when the service is complete.

As a result of the above, the significant majority of the Group’s revenue is recognised on a sale of goods basis. Each of the platform’s revenue streams set out in Note 4 can consist of the sale of goods, the provision of services or a combination of the two. The specific methods used to recognise the different forms of revenue earned by the Group are set out below:

i. Sale of goods
Revenue from the sale of goods is recognised in the consolidated income statement net of returns, trade discounts and volume rebates when control has been transferred to our customer. No revenue is recognised where recovery of the consideration is not probable or if there are significant uncertainties regarding associated costs or the possible return of goods.

In Climate Control, the amount of consideration received and the revenue recognised varies in line with discounts and promotions offered to our customers and their customers. The level of estimation uncertainty associated with variable consideration is minimal, as discounts and rebates are accounted for at the point of sale and adjusted as required at each financial year‑end.

The timing of the transfer of control to our customer varies depending on the nature of the products sold and the individual terms of the contract of sale. Sales made under internationally accepted trade terms, Incoterms 2020, are recognised as revenue when the Group has completed the primary duties required to transfer control as defined by the International Chamber of Commerce Official Rules for the Interpretation of Trade Terms. Sales made outside Incoterms 2020 are generally recognised on delivery to the customer. In limited instances, a customer may request that the Group retains physical possession of an asset for a period after control has been transferred to the customer. In these circumstances, the Group provides this storage as a service to the customer and, therefore, revenue is recognised prior to delivery of the asset.

ii. Rendering of services
Servicing relates to repairs and maintenance activity that is completed at our customer sites within our installed base.Revenue from the rendering of services is usually insignificant in relation to the total contract value and is generally provided on a short‑term or one‑off basis. Accordingly, revenue is usually recognised when the service is complete. Where this is not the case, revenue from services rendered is recognised in proportion to the stage of completion of the service at the balance sheet date. The stage of completion is assessed by reference to the contractual performance obligations with each separate customer and the costs incurred on the contract to date in comparison to the total forecast costs of the contract. Revenue recognition commences only when the outcome of the contract can be reliably measured. Installation fees are similarly recognised by reference to the stage of completion on the installation unless they are incidental to the sale of the goods, in which case they are recognised when the goods are sold.

Notes to the consolidated financial statements continued
Strategic Report
Additional Information
Financial Statements
Corporate Governance
IMI plc Annual Report 2025 147

2. Material accounting policy information continued

iii. Combined services and goods

When a transaction combines a supply of goods with the provision of a significant service, distinct performance obligations are identified and recognised in line with the applicable policy. Revenue from a service that is incidental to the supply of goods is recognised at the same time as the revenue from the supply of goods.

D. Foreign currencies

i. Foreign currency transactions

Monetary assets and liabilities denominated in foreign currencies have been translated into Sterling at the rates of exchange ruling at the balance sheet date. Foreign exchange differences arising on translating transactions at the exchange rate ruling on the transaction date are reflected in the consolidated income statement. Non‑monetary assets and liabilities that are measured at historical cost in a foreign currency are translated using the exchange rates at the date of the transaction. Non‑monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated into Sterling at foreign exchange rates ruling at the balance sheet date.

ii. Foreign operations

The consolidated income statements of overseas subsidiary undertakings are translated at the appropriate average rate of exchange for the year, and the adjustment to year‑end rates is taken directly to reserves. The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated at foreign exchange rates ruling at the balance sheet date. Foreign exchange differences arising on retranslation are recognised directly as a separate component of equity. Since 1 January 2004, the Group’s date of transition to IFRS, such differences have been recognised in the translation reserve. When a foreign operation is disposed of, either in part or in full, the relevant amount in the translation reserve is transferred to profit or loss.

E. Financial instruments and fair value hedging

Financial instruments are initially recorded at fair value plus directly attributable transaction costs unless the instrument is a derivative not designated as a hedge (see below). Subsequent measurement depends on the designation of the instrument, which follows the categories in IFRS 9:

short‑term borrowings and overdrafts are classified as financial liabilities at amortised cost;
derivatives, comprising interest rate swaps, foreign exchange contracts and options, metals futures contracts and any embedded derivatives, are classified as ‘fair value through profit or loss’ under IFRS 9, unless designated as hedges. Derivatives not designated as hedges are initially recognised at fair value; attributable transaction costs are recognised in profit or loss when incurred. Subsequent to initial recognition, changes in fair value of such derivatives and gains or losses on their settlement are recognised in net financial income or expense;
long‑term loans and other interest bearing borrowings are generally held at amortised cost using the effective interest rate method. Where the long‑term loan is hedged, generally by an interest rate swap, and the hedge is regarded as effective, the carrying value of the long‑term loan is adjusted for changes in fair value of the hedge;
trade receivables are stated at cost as reduced by appropriate impairment allowances for expected irrecoverable amounts;
trade payables are stated at cost;
financial assets and liabilities are recognised on the balance sheet only when the Group becomes a party to the contractual provisions of the instrument; and
fair value through other comprehensive income (FVTOCI) financial instruments are carried at fair value with gains and losses being recognised in equity, and represent investments.

i. Derecognition of financial instruments

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. In addition, on derecognition of an investment in a debt instrument classified as FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss. In contrast, on derecognition of an investment in an equity instrument which the Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings.

Notes to the consolidated financial statements continued
Strategic Report
Additional Information
Financial Statements
Corporate Governance
IMI plc Annual Report 2025 148

2. Material accounting policy information continued

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. When the Group exchanges with the existing lender one debt instrument into another one, with substantially different terms, such exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Group accounts for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial liability and the recognition of a new liability. It is assumed that the terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. If the modification is not substantial, the difference between: (1) the carrying amount of the liability before the modification; and (2) the present value of the cash flows after modification is recognised in profit or loss as the modification gain or loss within other gains and losses.

ii. Derecognition of hedging arrangements

The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria (after rebalancing, if applicable). This includes instances when the hedging instrument expires or is sold, terminated or exercised. The discontinuation is accounted for prospectively. Any gain or loss recognised in other comprehensive income and accumulated in cash flow hedge reserve at that time, remains in equity and is reclassified to profit or loss when the forecast transaction occurs. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in the cash flow hedge reserve is reclassified immediately to profit or loss.

F. Other hedging

i. Hedge of monetary assets and liabilities, financial commitments or forecast transactions

Where a derivative financial instrument is used as an economic hedge of the foreign exchange or metals commodity price exposure of a recognised monetary asset or liability, financial commitment or forecast transaction, but does not meet the criteria to qualify for hedge accounting under IFRS 9, no hedge accounting is applied and any gain or loss resulting from changes in fair value of the hedging instrument is recognised in net financial income or expense. Where such a derivative is a formally designated hedge of a forecast transaction for accounting purposes, movements in the value of the derivative are recognised directly in other comprehensive income to the extent the hedge is effective. The Group assesses the effectiveness of the hedge based on the expected fair value of the amount to be received and the movement in the fair value of the derivative designated as the hedge.For segmental reporting purposes, changes in the fair value of economic hedges that are not designated hedges, which relate to current year trading, together with the gains and losses on their settlement, are allocated to the operating profit of the relevant business segment.

ii. Hedge of net investment in foreign operations
Where a foreign currency liability or derivative financial instrument is a formally designated hedge of a net investment in a foreign operation, foreign exchange differences arising on translation of the foreign currency liability or changes in the fair value of the financial instrument are recognised directly in equity via other comprehensive income, to the extent the hedge is effective. The Group assesses the effectiveness of its net investment hedges based on fair value changes of its net assets, including relevant goodwill designated as foreign currency assets, and the fair value changes of both the debt designated as a hedge and the relevant financial instrument.

G. Investments not held for trading
Investments that are designated as being not held for trading are initially recognised at fair value. Subsequently, the fair value of the investment is reassessed at each balance sheet date, with movements in the fair value recognised in other comprehensive income. In contrast, on derecognition of an investment in an equity instrument, which the Group has elected on initial recognition to measure at fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings.

Notes to the consolidated financial statements continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025149

3. Alternative Performance Measures (APMs) and adjusting items

Accounting policy

The Group’s policy is to exclude items from statutory operating profit that are considered to be significant in nature (i.e., outside of the normal course of business) and/or quantum and where treatment as an adjusting item provides stakeholders with additional useful information to assess period‑on‑period trading performance of the Group.

During the year, the Group made limited changes to the application of its adjusting item policy. Following the conclusion of the Group’s complexity reduction programme in 2024, restructuring and rationalisation costs incurred in 2025 are now considered to arise in the normal course of business and are therefore recorded within statutory operating profit rather than treated as adjusting items. In addition, during the year the Group introduced cyber incident costs as a category of adjusting items. Costs directly attributable to a cyber security incident are considered to be one‑off in nature and not reflective of the underlying trading performance of the Group.

The Group believes that APMs, which are not considered to be a substitute for, or superior to, IFRS measures, provide stakeholders with additional helpful information on the performance of the business. These APMs are consistent with how the business performance is planned and reported within the internal management reporting to the Board and Executive Committee. Some of these measures are also used for the purpose of setting remuneration targets and for banking covenants. There are limitations to the use of APMs; including that the APMs exclude the amortisation of acquired intangible assets, but do not similarly exclude the revenue generated by these assets.

The adjusting items in the consolidated income statement and the reasons these are considered to be adjusting items are detailed below:

Impairment losses – impairment losses treated as adjusting items include those which are large in quantum or one‑off in nature and, as a result, are not considered to be usual operating costs of the Group
Gains and losses on property disposals – significant quantum gains and losses on property disposals are not considered to relate to the underlying trading of the business and are therefore treated as adjusting items
Acquired intangible amortisation – the amortisation charge is not considered to be related to the underlying performance of the Group and can fluctuate materially period‑on‑period as new businesses are acquired. All acquired intangible amortisation is treated as an adjusting item due to its nature. The trading results of acquired businesses are included in the adjusted results
Gains and losses on disposal of subsidiaries – due to their one‑off nature and large quantum, gains and losses on disposals are treated as adjusting items. If these gains or losses are not considered to be one‑off or material, these amounts would be included within statutory operating profit
The reversal of gains and losses on economic hedges – gains and losses on economic hedges are treated as an adjusting item on a qualitative basis. The adjusting item reverses the treatment taken locally by the Group’s businesses, where the impact of foreign currency forwards and commodity hedges are booked at the hedged rate in the adjusted results of the local businesses. In compliance with IFRS 9 ‘Financial Instruments’, these do not meet the requirement of an effective hedge and are therefore adjusted to be booked at the spot rate. The recognition of the gains and losses on the hedged items is recorded as a financing item, including any unrealised gains and losses
Other acquisition costs – for an acquired business, the acquisition costs which are primarily adviser and legal fees and any one‑off write‑offs of the inventory uplift to fair value do not reflect trading performance and so are treated as adjusting items to ensure consistency between periods
Cyber incident costs – costs directly related to a cyber security incident, such as IT systems recovery, risk management, upgraded IT infrastructure and advisory costs will be treated as an adjusting item
Special pension events – due to their one‑off nature and typically large quantum, special pension events are treated as adjusting items. Special pension events which are not significant are recorded as adjusting items. There are no special pension events recorded as adjusting items in the current or prior period
Tax effect on adjusting items above – any tax effect of the above items is treated as an adjusting item
Other tax items – an assessment is made, on a case‑by‑case basis, for one‑off tax items which significantly impact the Group’s results to determine whether the item should be treated as an adjusting item

Notes to the consolidated financial statements continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025150

3. Alternative Performance Measures (APMs) & adjusting items continued

With the exception of restructuring costs, and cyber incident related costs, as previously noted, the policies outlined above are consistent with the policies adopted in the previous period. Movements in revenue and adjusted operating profit are given on an organic basis (see definition below) so that performance is not distorted by acquisitions, disposals and movements in exchange rates. The directors’ commentary discusses these APMs to remove the effects of items of both income and expense that are considered different in nature from the underlying trading and normal quantum and where treatment as an adjusting item provides stakeholders with additional information to assess period‑on‑period trading.

Critical judgement

Management have applied judgement in the identification of the APMs used in the Annual Report. In making this decision, and in accordance with the accounting policy, management consider whether items outside of the ordinary course of business should be treated as an adjusting item. The APMs presented are used in discussions with the investment analyst community and by the Board and management to monitor the trading performance of the Group.

The table below details the definition of each APM and a reference to where it can be reconciled to the equivalent statutory measure.

APM	Definition	Reconciliation to statutory measure
Adjusted profit before tax	Adjusted profit before tax is statutory profit before tax before adjusting items as shown on the consolidated income statement	See consolidated income statement on page 140
Adjusted net interest cost	Adjusted net interest cost is statutory net interest costs before adjusting items as shown on the consolidated income statement	See consolidated income statement on page 140
Adjusted earnings per share	Adjusted earnings per share is defined within the table in Note 7	See Note 7
Adjusted effective tax rate	The adjusted effective tax rate is the tax impact on adjusted profit before tax divided by adjusted profit before tax	See Note 9
Adjusted EBITDA	This measure reflects adjusted profit after tax before interest, tax, depreciation, amortisation and impairment	See Note 19
Adjusted operating profit	Adjusted operating profit is statutory operating profit before adjusting items as shown on the consolidated income statement	See consolidated income statement on page 140 and segmental reporting
Adjusted operating margin	Adjusted operating margin is adjusted operating profit divided by revenue	In Note 4
Adjusted net financing costs	Adjusted net financing costs is interest received and interest paid, including the impact on interest costs on leases, before gains and losses on instruments measured at fair value through profit or loss (other economic hedges) and net financial income and expense relating to defined benefit pension schemes
Organic revenue growth	These two measures remove the impact of adjusting items, acquisitions, disposals and movements in exchange rates and are reconciled in Note 4
Organic adjusted operating profit
Adjusted operating cash flow	This measure reflects cash generated from operations as shown in the

Notes to the consolidated financial statements continued

Strategic Report Additional Information

Financial Statements

Corporate Governance

IMI plc Annual Report 2025

3. Alternative Performance Measures (APMs) and adjusting items continued

Net debt
Net debt is defined as the cash and cash equivalents, overdrafts, interest‑bearing loans and borrowings and See Note 19 lease liabilities

Net debt: adjusted EBITDA
Net debt divided by adjusted EBITDA as defined above

Free cash flow before corporate activity
This measure is a sub‑total in the reconciliation of adjusted EBITDA to net debt and is presented to assist the See Note 19 reader to understand the nature of the current year’s cash flows, excluding dividends, share buybacks and the purchase and issuance of own shares

Return on invested capital (ROIC)
This measure takes adjusted operating profit after tax divided by average capital invested. Capital invested is defined as net assets adjusted to remove net debt, restructuring provisions, derivative assets and liabilities, defined benefit pension position (net of deferred tax) and to reverse historical impairments of goodwill and amortisation of acquired intangible assets

Cash conversion
Cash conversion is the adjusted operating cash flow as a percentage of the adjusted operating profit

Outlined below are the adjusting items impacting the current and prior year results.

	2025 £m	2024 £m
Recognised in arriving at operating profit
Reversal of net economic hedge contract gains (a)	(6.9)	(2.0)
Restructuring costs (b)	-	(54.7)
Acquired intangible amortisation and other acquisition costs (c)	(26.5)	(28.9)
Costs associated with the sale of the Truflo Marine business (d)	(1.8)	-
Gain on disposal of subsidiary (e)	-	6.3
Gain on disposal of property (f)	24.6	-
Response to cyber incident (g)	(27.1)	-
Total recognised in arriving at operating profit	(37.7)	(79.3)
Recognised in net financial expense
Gains/(losses) on instruments measured at fair value through profit or loss (a)	13.8	(9.1)
Total recognised in net financial expense	13.8	(9.1)
Recognised in profit before tax	(23.9)	(88.4)
Recognised in taxation
Tax impact of adjusting items above (h)	0.3	23.3
Tax credit/(charge) in connection with transfer of businesses (h)	3.5	(5.0)
Change in uncertain tax positions (h)	1.6	3.8
		19.9
Recognised in profit after tax	(20.1)	(68.5)

Notes to the consolidated financial statements continued

Strategic Report Additional Information

Financial Statements

Corporate Governance

IMI plc Annual Report 2025

3. Alternative Performance Measures (APMs) and adjusting items continued

(a) Reversal of net economic hedge contract gains/(losses) on instruments measured at fair value through profit or loss – for segmental reporting purposes, changes in the fair value of economic hedges that are not designated as hedges for accounting purposes, together with the gains and losses on their settlement, are included in the revenues and adjusted operating profit of the relevant business segment. The adjusting items at the operating costs level reverse this treatment. The financing adjusting items reflect the change in value or settlement of these contracts with the financial institutions with which they were transacted.

(b) Restructuring costs – following the completion of the complexity reduction programme in 2024, restructuring costs are no longer recorded as adjusting items in 2025. Restructuring costs of £54.7m were recognised in 2024. The Automation platform incurred costs of £35.5m primarily related to the rationalisation of three facilities and the creation of a COO structure to streamline and share best practice across our sectors. The Life Technology platform incurred costs of £19.2m related to the Customer First reorganisation project, which transformed the structure into customer‑led sectors (across a number of businesses), the Focus for Growth project in Climate Control, to improve the team’s ability to implement operational strategies, creation of the COO structure and the rationalisation of two facilities.

(c) Acquired intangible amortisation and other acquisition costs – the acquired intangible amortisation charge was £25.6m (2024: £28.2m), which largely relates to the amortisation of the intangible assets recognised on the acquisition of Adaptas Solutions, Heatmiser UK Ltd and Bimba Manufacturing Company. Other acquisition costs of £0.9m related to the unwind of the inventory fair value uplift adjustment for TWTG. Other acquisition costs of £0.7m for the twelve months to 31 December 2024 related to the professional fees associated with the acquisition of TWTG.

(d) Costs associated with the sale of the Truflo Marine business – in November 2025, the Group announced the deal agreed with Fairbanks Morse Defense to sell the Truflo Marine business. The transaction remains subject to certain regulatory and other approvals, with expected completion during the first half of 2026. Costs associated with this transaction incurred up to the year ended 31 December 2025, totalled £1.8m.

(e) Gain on disposal of subsidiary – the Group disposed of a French subsidiary, Industrie Mecanique Pour Les Fluides SA, on 25 April 2024 resulting in a gain on disposal of £6.3m. For further details see Note 24 to the financial statements.

(f) Gain on disposal of property – the group disposed of a property in Rancho Santa Margarita, California, resulting in a gain on disposal of £24.6m.

(g) Response to cyber incident – the Group has incurred £27.1m of costs during the year in relation to the cyber attack in February 2025, which predominantly related to IT systems recovery, risk management, upgrading infrastructure and advisory costs.

(h) Taxation – the tax effect of the above items has been recognised as an adjusting item and amounts to £0.3m (2024: £23.3m). A £3.5m credit was also recognised as an adjusting item in connection with the transfer of a business (2024: £5.0m charge). During the year ended 31 December 2024, a credit of £1.6m was also recorded as an adjusting item, relating to the release of a prior year restructuring provision which was subsequently resolved.

4. Segmental information

Segmental information is presented in the consolidated financial statements for each of the Group’s operating segments. The operating segment reporting format reflects the Group’s management and internal reporting structures and represents the information that was presented to the chief operating decision‑maker, being the Executive Committee.

Automation
The Automation business leverages deep automation technology and applications expertise to improve productivity, safety and sustainability in the Process Automation and Industrial Automation sectors.

Life Technology
The Life Technology business focuses on technologies that enhance and improve everyday life, particularly in the areas of health, sustainability and comfort across the Climate Control, Transport and Life Science & Fluid Control sectors.

Performance is measured by the Executive Committee, based on adjusted operating profit and organic revenue growth, which are defined in Note 3. These two measures represent the two short‑term key performance indicators for the Group.

Businesses enter into forward currency and metal contracts to provide economic hedges against the impact on profitability of swings in rates and values in accordance with the Group’s policy to minimise the risk of volatility in revenues, costs and margins. Adjusted operating profits are therefore (charged)/credited with the impact of these contracts. In accordance with IFRS 9, these contracts do not meet the requirements for hedge accounting and gains and losses are reversed out of operating profit and are recorded in net financial income and expense for the purposes of the consolidated income statement.

Notes to the consolidated financial statements continued

Strategic Report Additional Information

Financial Statements

Corporate Governance

IMI plc Annual Report 2025

4. Segmental information continued

The following table shows a reconciliation of platform adjusted operating profit to statutory operating profit.

	Automation 2025 £m	Automation 2024 £m	Life Technology 2025 £m	Life Technology 2024 £m	Total 2025 £m	Total 2024 £m
Revenue	1,504	1,414	800	796	2,304	2,210
Adjusted operating profit	314.3	289.2	145.8	146.3	460.1	435.5
Adjusted operating profit margin (%)	20.9%	20.5%	18.2%	18.4%	20.0%	19.7%
Reconciliation to statutory operating profit:
Reversal of net economic hedge contract gains	(6.8)	(0.2)	(0.1)	(1.8)	(6.9)	(2.0)
Restructuring costs	-	(35.5)	-	(19.2)	-	(54.7)
Acquired intangible amortisation and other acquisition items	(11.7)	(13.0)	(14.8)	(15.9)	(26.5)	(28.9)
Costs associated with the sale of the Truflo Marine business	(1.8)	-	-	-	(1.8)	-
Gain on disposal of property	24.6	-	-	-	24.6	-
Gain on disposal of subsidiary	-	6.3	-	-	-	6.3
Cyber incident costs	(17.7)	-	(9.4)	-	(27.1)	-
Statutory operating profit	300.9	240.5	121.5	115.7	422.4	356.2
Statutory operating margin (%)	20.0%	17.0%	15.2%	14.5%	18.3%	16.1%
Net financial expense					(3.9)	(25.8)
Statutory profit before tax					418.5	330.4

The following table illustrates how revenue and adjusted operating profit have been impacted by movements in foreign exchange, acquisitions and disposals compared to 2024.| | Year ended 31 December 2024 | | | | Year ended 31 December 2025 | | | | | |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| | Revenue | As adjusted | Disposals | Exchange | Organic | Revenue | Acquisitions | Organic | As adjusted | Organic growth (%) | Organic growth (%) |
| Automation | 1,414 | (17) | 1,397 | 1,504 | (2) | 1,502 | 6% | 8% | | | |
| Life Technology | 796 | (2) | – | 794 | 800 | 800 | 0% | 1% | | | |
| Total | 2,210 | (2) | (17) | 2,191 | 2,304 | (2) | 2,302 | 4% | 5% | | |
| Adjusted operating profit | | | | | | | | | | | |
| Automation | 289.2 | (6.0) | 283.2 | 314.3 | 1.4 | 315.7 | 9% | 11% | | | |
| Life Technology | 146.3 | (0.6) | 0.4 | 146.1 | 145.8 | 145.8 | 0% | 0% | | | |
| Total | 435.5 | (0.6) | (5.6) | 429.3 | 460.1 | 1.4 | 461.5 | 6% | 8% | | |
| Adjusted operating profit margin (%) | 19.7% | | 19.6% | 20.0% | | 20.0% | | | | | |

Notes to the consolidated financial statements continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025154

4. Segmental information continued

The following table illustrates how the segmental assets and liabilities reconcile to the overall total assets and liabilities reported in the balance sheet.

	Assets 2025 (£m)	Assets 2024 (£m)	Liabilities 2025 (£m)	Liabilities 2024 (£m)
Automation	1,357.6	1,392.2	411.6	468.9
Life Technology	861.2	898.2	154.8	155.3
Total segmental assets/liabilities (including lease liabilities)	2,218.8	2,290.4	566.4	624.2
Corporate items	31.4	20.3	32.6	30.8
Asset Held for Sale	63.0	44.1	–	–
Employee benefits	7.1	1.1	44.4	48.5
Investments	2.5	2.2	–	–
Net debt items (excluding lease liabilities)	112.4	147.8	565.6	606.4
Net taxation	44.9	28.7	117.9	95.5
Total assets and liabilities in Group balance sheet	2,480.1	2,490.5	1,371.0	1,405.4

The following table includes other information to show how certain costs are allocated between the platforms of the Group.

	Adjusting restructuring costs 2025 (£m)	Adjusting restructuring costs 2024 (£m)	Capital expenditure 2025 (£m)	Capital expenditure 2024 (£m)	Amortisation * 2025 (£m)	Amortisation * 2024 (£m)	Depreciation ** 2025 (£m)
Automation	35.5	53.6	48.4	20.0	21.1	36.4	43.3
Life Technology	19.2	42.6	43.1	23.0	26.9	32.4	27.7
Asset Held for Sale	–	2.5	–	0.1	–	1.4	–
Total	54.7	98.7	91.5	43.1	48.0	70.2	71.0

The amortisation figures above include the amortisation of acquired intangibles of £25.6m (2024: £28.2m). £10.8m (2024: £12.3m) is included in respect of Automation and £14.8m (2024: £15.9m) is included in respect of Life Technology.

** The depreciation figures above include the impact of IFRS 16 ‘Leases’ of £27.5m (2024: £28.7m): £16.0m in respect of Automation (2024: £17.6m) and £11.5m in respect of Life Technology (2024: £11.1m).

Notes to the consolidated financial statements continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025155

Notes to the consolidated financial statements continued

4. Segmental information continued

The following table shows a geographical analysis of how the Group’s revenue is derived by destination:

	2025 (£m)	2024 (£m)
UK	133	130
Germany	261	257
Italy*	73	46
Switzerland*	73	74
Rest of Europe	481	435
Total Europe	1,021	942
USA	522	520
Rest of Americas	141	137
Total Americas	663	657
China	198	180
Rest of Asia Pacific	250	277
Total Asia Pacific	448	457
Middle East and Africa	172	154
Total revenue	2,304	2,210

Revenue by geography (2025)
A – Europe 44%
B – Americas 29%
C – Asia Pacific 19%
D – Middle East and Africa 8%

Revenue by geography (2024)
A – Europe 42%
B – Americas 30%
C – Asia Pacific 21%
D – Middle East and Africa 7%

The following table shows a geographical analysis of the location of the Group’s intangible assets, property, plant and equipment and right‑of‑use assets.

	2025 (£m)	2024 (£m)
UK	142.4	173.5
Germany	288.5	272.7
Italy*	86.9	79.2
Switzerland*	114.0	105.3
Rest of Europe	127.5	121.4
USA	447.0	484.2
Asia Pacific	41.7	46.7
Rest of World	29.6	30.7
Total	1,277.6	1,313.7

Rest of Europe has been disaggregated further to separate Italy and Switzerland, and to ensure comparability, prior year comparators have been re‑presented.

	2025 Revenue (£m)	2024 Revenue (£m)
Industrial Automation	498	508
Aftermarket	597	545
New Construction	409	361
Process Automation	1,006	906
Automation	1,504	1,414
Climate Control	410	389
Life Science & Fluid Control	232	236
Transport	158	171
Life Technology	800	796
Total revenue	2,304	2,210
Sale of goods	2,225	2,127
Sale of services	79	83
Total revenue	2,304	2,210

Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025156

5. Net operating costs

Operating profit is stated after charging/(crediting):

	2025 (£m)	2024 Restated* (£m)
Net foreign exchange (gains)/losses included in operating profit	(4.8)	1.2
Research and development expense*	71.4	67.4
Amortisation of intangible assets	43.1	48.0
Impairment of intangible assets treated as adjusting items	–	0.9
Impairment of intangible assets	1.4	–
Depreciation of owned property, plant and equipment	42.7	42.3
Impairment of owned property, plant and equipment and leased assets treated as adjusting items	1.5	–
Impairment of owned property, plant and equipment and leased assets	0.1	–
Depreciation of right‑of‑use assets	27.5	28.7
Cost of inventories recognised as an expense	1,210.6	1,165.4
Profit on exit of property lease	(0.2)	(0.6)
(Profit)/loss on disposal of property, plant and equipment	(24.9)	2.3

2024 Research and development expenditure has been restated to correct a prior year misclassification.

Operating costs by function

	2025 (£m)	2024 (£m)
Selling and distribution costs	207.0	206.8
Administrative expenses	426.5	402.3
Total	633.5	609.1

Employee information

The average number of people employed by the Group during the year is shown in the table below:

	2025	2024
Automation	6,524	6,451
Life Technology	3,860	4,153
Corporate	94	99
Total Group	10,478	10,703

The aggregate employment costs charged to operating profit for the year was:

	2025 (£m)	2024 (£m)
Wages and salaries	501.0	497.3
Share‑based payments	10.9	10.8
Social security costs	85.1	84.0
Pension costs	5.4	5.6
Total	602.4	597.7

The aggregate gains made by directors on the exercise of share options was £2.9m (2024: £3.0m). The remuneration, as defined in the Companies Act 2006 Schedule 5, for the executive directors comprises fixed and annual variable pay as set out in the table on page 107 of the Remuneration Report. For details of the non‑executive directors’ remuneration please refer to page 118 of the Remuneration Report.

Research and development expenditure

The cost of research and development expenditure charged directly to the consolidated income statement was £71.4m (2024: £67.4m restated to correct a prior year misclassification). Included within this is amortisation of capitalised intangible development costs which amounted to £6.4m (2024: £6.2m) and across the Group a further £6.5m (2024: £8.1m) was capitalised in the year.

Audit fees

The Group engages its auditor, Deloitte, to perform other assurance assignments in addition to their statutory audit duties where their expertise, experience and knowledge of the Group should enable them to perform these assignments more efficiently than other similar service providers. The Group’s policy on such assignments is set out in the Audit Committee Report on page 101. Fees earned by Deloitte and its associates during the year are set out below:

	2025 (£m)	2024 (£m)
Fees earned by the Company’s auditor for the audit of the Company’s Annual Accounts	0.2	0.2
The audit of the Company’s subsidiaries pursuant to legislation	3.4	3.3
Other assurance services	0.1	0.1
Total	3.7	3.6

Notes to the consolidated financial statements continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025157

6. Share‑based payments

The Group operates a number of equity and equity‑related compensation benefits to reward its employees. The estimated cost of awarding these share options is charged to the consolidated income statement over the period that the Group benefits from the employees’ services. This cost is then added back to retained earnings, to reflect that there is no overall impact on the Group’s balance sheet until the shares are issued to the employees when the options are exercised. The individual share option schemes, the number of options outstanding under each of them, the estimated cost of these options recognised in the consolidated income statement and the assumptions used in arriving at this estimated cost are described below.

Accounting policy

The fair value of the employee services received in exchange for the grant of the options is recognised as an expense each year. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non‑market vesting conditions (for example, profitability and sales growth targets). Non‑market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. The fair value of the options is determined based on the Monte Carlo and Black‑Scholes option‑pricing models. At each balance sheet date, the Group revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision of original estimates, if any, in the consolidated income statement. For newly issued shares, the proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.### Outstanding share options

At 31 December 2025, options to purchase ordinary shares had been granted to, but not yet exercised by, participants of IMI share option schemes as follows:

Date of grant	Number of shares	Price	Dates from which exercisable
IMI Sharesave Scheme
02.04.20	198	904.66p	01.08.25
01.04.21	11,361	1166.58p	01.08.24 or 01.08.26
31.03.22	20,974	1260.18p	01.08.25 or 01.08.27
07.06.23	50,130	1458.36p	01.08.26 or 01.08.28
01.05.24	41,323	1621.80p	01.08.27 or 01.08.29
01.04.25	62,647	1603.98p	01.08.28 or 01.08.30
	186,633
Purchase Plans
24.03.24	31,170	1583.37p	24.03.26
24.03.25	29,680	1787.31p	24.03.27
	60,850
IMI Incentive Plan
16.03.20	41,538	–	16.03.23
22.03.21	51,920	–	22.03.24
18.03.22	103,200	–	09.03.25
24.03.23	652,995	–	09.03.26
19.03.24	545,791	–	15.03.27
20.03.25	546,795	–	20.03.28
	1,942,239
Total	2,189,722

Schemes under which options are outstanding

The options in the above table relate to the following share‑based payment schemes:

IMI Sharesave Scheme (SAYE)

This scheme is open to the majority of the Group’s UK employees, including the executive directors, and allows the grant of options to all participants at a discount of up to 20% below the market price. Such schemes are not subject to performance conditions and offer tax incentives to encourage employees to use their own money to purchase IMI shares. SAYE options may be exercised within six months of the date they first become exercisable.

Global Employee Share Purchase Plans (GESPP)

These plans were introduced in 2011 for the USA and Germany. The German and USA GESPP offer the opportunity to buy shares in IMI at a fixed price at a future date. The German GESPP mirrors the UK Sharesave Scheme, with a minimum/maximum savings limit per month and a contract duration of three to five years. The US GESPP also operates in a similar way to the UK Sharesave Scheme, with a minimum/maximum savings limit per month, but the contract duration is for a fixed period of two years and different taxation conditions apply for the exercise period. No further awards are intended to be granted under the German GESPP.

Other share-based payment arrangements

The Group also operates the following employee share plans:

Share Incentive Plan (SIP)
The SIP is open to the majority of the Group’s UK employees, including the executive directors. This scheme covers two separate opportunities for employees to share in IMI’s success, as follows:
– Partnership shares – allows employees to invest up to the statutory maximum from pre‑tax pay, which is used to buy IMI shares
– Free shares – allows a grant of shares to employees each year, up to the statutory maximum
Shares acquired or awarded under the SIP are not subject to performance conditions and offer tax incentives to encourage employees to build up their shareholdings with the Company.

The IMI Incentive Plan (IIP)
In light of the expiry in 2015 of both the PSP and SMP, the IIP was introduced to act as the Company’s sole senior executive long‑term incentive plan. The IIP acts as an umbrella plan which allows the Company to grant different types of awards to different employee groups in an efficient way. The IIP is to be used annually to grant ‘Performance Share Awards’ in respect of ordinary shares to the executive directors and other members of senior management, subject to performance conditions. The IIP will also be used annually to grant ‘Bonus Share Awards’ below board level. The IIP also gives the Company the ability to grant ‘Restricted Stock Unit Awards’ and ‘Share Options’. It is currently intended that Restricted Stock Unit Awards and share options will only be granted in response to specific business requirements.

Options granted during the year	Number of options granted (thousand)	Weighted average option price	Normal exercisable date
SAYE
2021	75	1167p	2024‑2027
2022	103	1260p	2025‑2028
2023	75	1458p	2026‑2029
2024	49	1622p	2027‑2029
2025	64	1604p	2028-2030
GESPP
2022	85	1156p	2024
2023	44	1375p	2025
2024	40	1583p	2026
2025	34	1787p	2027
IIP
2021	891	–	2023‑2024
2022	929	–	2024‑2025
2023	859	–	2025‑2026
2024	689	–	2026‑2027
2025	565	–	2027-2028

Movement in outstanding options in the year

	Options granted (thousand)	Range of option prices	Weighted average option price	Options not granted at nil cost 1 (thousand)	Options granted at nil cost 2 (thousand)
Outstanding at 1 January 2024	382	884‑1458p	1260p	2,767	3,149
Exercisable at 1 January 2024	25	905‑1467p	1412p	195	220
Granted	89	1583‑1622p	1604p	705	794
Exercised	139	845‑1622p	1184p	716	855
Lapsed	42	884‑1622p	1283p	339	381
Outstanding at 31 December 2024	290	884‑1458p	1399p	2,417	2,707
Exercisable at 31 December 2024	3	905‑1467p	1085p	198	201
Granted	98	1604-1787p	1668p	582	680
Exercised	170	905-1622p	1232p	527	697
Lapsed	62	905-1787p	1365p	428	490
Outstanding at 31 December 2025	247	884-1458p	1547p	2,044	2,291
Exercisable at 31 December 2025	3	905-1467p	1233p	270	273

1 Options not granted at nil cost include options granted under the following schemes: IMI Sharesave Scheme, Global Employee Share Purchase Plans and IMI Share Option Plan.
2 Options granted at nil cost are those granted under the Performance Share Plan, Share Matching Plan and IMI Incentive Plan and include deferred bonus shares.

Share-based payment charge for the year

The total expense recognised for the year from share‑based payments, excluding tax, was £10.9m (2024: £10.8m) which comprises a charge of £13.1m (2024: £15.1m) for the year, offset by a credit of £2.2m (2024: £4.3m) in respect of lapses. £3.0m (2024: £3.0m) of the total charge and £1.2m (2024: £0.4m) of the total credit is in respect of options granted to directors.

Share-based payment valuation methodology

The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted, based on Black‑Scholes and Monte Carlo option pricing models. The assumptions used for grants in 2025 included a dividend yield of 1.7% (2024: 1.7%), expected share price volatility of 25% (2024: 28%), a weighted average expected life of 3.8 years (2024: 3.8 years) and a weighted average interest rate of 4.20% (2024: 4.12%). The expected volatility is wholly based on the historical volatility (calculated based on the weighted average remaining life of the share options), adjusted for any expected changes to future volatility due to publicly available information.

Other share-based payment disclosures

The weighted average remaining contractual life for the share options outstanding as at 31 December 2025 is 7.2 years (2024: 7.3 years) and the weighted average fair value of share options granted in the year at their grant date was £16.11 (2024: £16.51). The weighted average share price at the date of exercise of share options exercised during the year was £19.96 (2024: £18.21).

7. Earnings per ordinary share

Earnings per share (EPS) is the amount of post‑tax profit attributable to each share (excluding those held in the Employee Benefit Trust or by the Company). Basic EPS measures are calculated as the Group profit for the year attributable to equity shareholders, divided by the weighted average number of shares in issue during the year. Diluted EPS takes into account the dilutive effect of all outstanding share options priced below the market price, in arriving at the number of shares used in its calculation. Both of these measures are also presented on an adjusted basis to assist the reader of the financial statements and provide insight into the performance of the Group. The table below demonstrates how this calculation has been performed.

	Key	2025 million	2024 million
Weighted average number of shares for the purpose of basic earnings per share	A	249.4	258.8
Dilutive effect of employee share options		0.9	1.1
Weighted average number of shares for the purpose of diluted earnings per share	B	250.3	259.9
		£m	£m
Statutory profit for the year	C	309.9	248.5
Total adjusting item charges included in profit before tax		23.9	88.4
Total adjusting item credits included in taxation		(3.8)	(19.9)
Earnings for adjusted EPS	D	330.0	317.0
Statutory EPS measures
Statutory basic EPS	C/A	124.3p	96.0p
Statutory diluted EPS	C/B	123.8p	95.6p
Adjusted EPS measures
Adjusted basic EPS	D/A	132.3p	122.5p
Adjusted diluted EPS	D/B	131.8p	122.0p

8. Net financing costs

Accounting policy

Financial income comprises interest receivable on funds invested, income from investments and gains on hedging instruments that are recognised in the consolidated income statement. Interest income is recognised in the consolidated income statement as it accrues, taking into account the effective yield on the asset. Dividend income is recognised in the consolidated income statement on the date that the dividend is declared.

Financial expense comprises interest payable on borrowings calculated using the effective interest rate method, the interest‑related element of derivatives and losses on financial instruments that are recognised in the consolidated income statement. The interest expense component of lease payments is recognised in the consolidated income statement applying territory‑specific incremental borrowing rates.

Net finance expense relating to defined benefit pension schemes represents the assumed interest on the difference between employee benefit plan liabilities and the employee benefit plan assets.The finance income or expense on mark‑to‑market movements on interest and foreign exchange derivatives and other financing costs are excluded from adjusted earnings. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

| | 2025 | | | 2024 | |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| | Financial | Instruments | Total | Financial | Instruments | Total |
| | £m | £m | £m | £m | £m | £m |
| Interest income on bank deposits | 12.3 | - | 12.3 | 9.7 | - | 9.7 |
| Financial income | 12.3 | - | 12.3 | 9.7 | - | 9.7 |
| Interest expense on interest‑bearing loans and borrowings | (25.2) | - | (25.2) | (21.7) | - | (21.7) |
| Interest expense on leases | (2.9) | - | (2.9) | (2.8) | - | (2.8) |
| Financial expense | (28.1) | - | (28.1) | (24.5) | - | (24.5) |
| Gains/(losses) on instruments measured at fair value through profit or loss: | | | | | | |
| Other economic hedges | - | 13.8 | 13.8 | - | (9.1) | (9.1) |
| Net financial expense relating to defined benefit pension schemes | (1.9) | - | (1.9) | (1.9) | - | (1.9) |
| Net financial (expense)/ income | (17.7) | 13.8 | (3.9) | (16.7) | (9.1) | (25.8) |

Included in financial instruments are current year trading gains and losses on economically effective transactions, which, for management reporting purposes, are included in adjusted revenue and operating profit (Note 3). For statutory purposes, these are shown within net financial income and expense above. Gains or losses for future year transactions are in respect of financial instruments held by the Group to provide stability of future trading cash flows.

Notes to the consolidated financial statements continued
Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025 161

9. Taxation

IMI operates through subsidiary companies all around the world that pay many different taxes, such as corporate income taxes, VAT, payroll withholdings, social security contributions, customs import duties and excise duties. This note aggregates only those corporate income taxes that are or will be levied on the profits of IMI plc and its subsidiary companies for periods leading up to and including the balance sheet date. The profits of each company are subject to certain adjustments as specified by applicable tax laws in each country to arrive at the tax liability that is expected to result on its tax returns. Where these adjustments have future tax impact, then deferred taxes may also be recorded.

Accounting policy

Current tax payable/receivable represents the expected tax payable/receivable on the taxable profits for the year, using tax rates enacted or substantively enacted at the balance sheet date and taking into account any adjustments in respect of prior years. Deferred tax is provided, using the balance sheet method, on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that the timing of the reversal of the differences can be controlled and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax is measured at the tax rates that are expected to apply when the temporary differences reverse, based on the tax laws that have been enacted or substantively enacted by the balance sheet date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entities or different taxable entities where there is an intention to settle the balances on a net basis.

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 the OECD Inclusive Framework agreement for a global minimum corporate income tax rate.

In common with many multinational companies, IMI faces tax audits in jurisdictions around the world, including in relation to the transfer pricing of goods and services between associated entities within the Group, the outcomes of which are uncertain. These tax audits may be subject to inter‑government negotiations. The matters under discussion are often complex and can take many years to resolve. Tax liabilities are recorded based on Management’s estimate of either the most likely amount or the expected amount depending on which method is expected to better reflect the resolution of the uncertainty.

Tax governance, risk and strategy

IMI recognises its corporate responsibility to ensure that all businesses within the IMI Group follow responsible tax practices to enhance long‑term shareholder value, whilst also contributing to the public expenditure and the overall welfare of the communities in which it operates. Accordingly, IMI Group’s Tax Policy sets the core principles of compliance, fairness, value and transparency for the management of the Group’s tax affairs. This Policy has been approved by the Board, fully communicated to subsidiary businesses, and is reviewed to ensure that responsible business practices across the Group are maintained. The Chief Financial Officer has primary responsibility for all tax matters and keeps the Board apprised of any significant issues or changes to the Tax Policy. A robust tax governance framework has also been established under which the Executive Committee and the IMI Board are apprised on a regular basis of any material or significant tax matters, so that appropriate action can be implemented. Through our internal communications platform, the Group communicates policies, procedures, guidance and best practices to improve the management of taxation across its subsidiary companies worldwide.

Compliance: IMI pays and collects significant amounts of taxes around the world as a result of its business activities. It seeks to manage its taxation obligations worldwide in compliance with all applicable tax laws and regulations, as well as fully in line with the Group’s Code of Conduct. Accordingly, the tax contribution by the individual businesses is monitored and robust standard tax compliance processes operate together with appropriate financial controls to ensure that all tax returns are complete, accurate and filed on a timely basis with the tax authorities around the world and the declared taxes are paid on time. Furthermore, the preparation and filing of the corporate income tax returns for IMI subsidiary companies worldwide have been largely outsourced to one tax advisory firm.

Tax laws are often complex, which can lead to inconsistent interpretations by different stakeholders. Where this occurs, IMI may reduce uncertainty and controversy through various actions, including proactive discussion with the fiscal authorities to obtain early resolution and securing external tax advice to ensure the robust interpretation of tax laws and practices. The Group Tax Policy is fully aligned with the Group’s Code of Conduct, which requires the Group and its employees and agents to act in compliance with applicable laws and with fairness and integrity in all of its business dealings. IMI has a zero‑tolerance approach to tax evasion and the facilitation of tax evasion. Consideration of UK legislation regarding third party tax evasion has also been incorporated into the Group’s prevention procedures, including employee training.

Notes to the consolidated financial statements continued
Strategic Report Additional Information Financial Statements Corporate Governance IMI plc Annual Report 2025 162

9. Taxation continued

Fairness: IMI seeks to record its profits across the subsidiary companies around the world on an arm’s length basis in accordance with internationally accepted best practices, recognising the relative contributions of people, assets, intellectual property and risks borne by the various businesses. The resulting allocation of profits is regularly tested for compliance with this standard. IMI has taken action to ensure that it meets the enhanced transfer pricing disclosures and documentation requirements by tax authorities as a result of the Base Erosion & Profit Shifting (commonly referred to as ‘BEPS’) initiative by the OECD.

Value: IMI manages the impact of taxation on its businesses in a responsible manner by adopting only legitimate and commercial positions. In doing so, the Group may make use of legitimate tax incentives, exemptions and statutory alternatives offered by governments and will look to ensure that it is not taxed more than once on the same profit. As a UK‑headquartered group, IMI’s profits are ultimately subject to UK taxation, although as the Group pays significant taxes overseas, the overall effective tax rate for the Group is slightly different from the UK statutory tax rate.

Transparency: IMI aims to build positive working relationships with tax authorities by cooperating in a constructive, open and timely manner.IMI seeks to disclose its tax affairs in its published accounts and taxation returns fully in accordance with the applicable standards and, where appropriate, will supplement its tax disclosures with further information to better inform, and to be transparent to, its stakeholders.

Risk: IMI engages external support to manage tax risks and achieve the strategic objectives outlined above. Tax risks are regularly assessed for all companies within the Group, promptly addressed and reported so that they may be appropriately provided and disclosed in the relevant accounts and tax returns. To the extent that identified tax risks are material they will be reported to the Executive Committee through the Group’s process for strategic risk management as described on page 66.

UK Corporation tax

The average rate of corporation tax in the UK for 2025 was 25.0% (2024: 25.0%).

Tax payments

During the year, the Group made payments of corporate income tax of £99.7m (2024: £97.9m), principally arising as follows:

Jurisdiction of companies making corporate income tax payments:

Jurisdiction	2025 (£m)	2024 (£m)
A – Germany	7.9	10.5
B – USA	16.6	13.6
C – Italy	8.8	7.4
D – Japan	3.9	3.0
E – Switzerland	12.6	14.3
F – UK	21.3	20.3
G – Sweden	1.6	1.0
H – Austria	0.1	0.7
I – China	4.7	2.0
J – Czech Republic	2.0	3.3
K – South Korea	1.9	3.0
L – India	4.4	5.2
M – Singapore	2.5	3.2
N – Other	9.6	12.2
Total	99.7	97.9

There is normally an element of volatility in the annual payments of corporate income taxes due to the timing of assessments, acquisitions and disposals, exceptional items and payments on account in the many countries in which the Group operates. Changes in the level of profits in the countries where the Group operates have an impact on tax liabilities which may take time to be reflected in the tax cash flow.

The level of payments made during 2025 increased slightly compared to 2024. The most significant differences show a decrease in the US due to the recovery of tax assets, whilst in China the decrease is due to a tax audit settlement in 2024. Other territorial movements in payments largely reflect shifts in trading profit. There are also timing differences caused by when the tax assessments are received. In addition, the Group makes substantial other tax payments relating to employment, consumption, procurement and investment to tax authorities around the world.

Recognised in the consolidated income statement

This section sets out the current and deferred tax charges, which together comprise the total tax charge in the consolidated income statement.

	2025 (£m)	2024 (£m)
Current tax charge/(credit)
Current year charge	114.4	89.2
Adjustments in respect of prior years	(8.4)	(3.1)
	106.0	86.1
Deferred taxation
Origination and reversal of temporary differences	2.6	(4.2)
Total income tax charge	108.6	81.9

Reconciliation of effective tax rate

As IMI’s head office and parent company are domiciled in the UK, the Group references its effective tax rate to the UK corporation tax rate, despite only a small portion of the Group’s business being in the UK. Therefore, the following tax reconciliation applies the UK corporation tax rate for the year to profit before tax, both before and after adjusting items. The resulting tax charge is reconciled to the actual tax charge for the Group, by taking account of specific tax adjustments as follows:

	2025 Adjusted (£m)	2025 Adjusting (£m)	2025 Total (£m)	2024 Adjusted (£m)	2024 Adjusting (£m)	2024 Total (£m)
Profit before tax	442.4	(23.9)	418.5	418.8	(88.4)	330.4
Income tax using the Company’s domestic rate of tax of 25.0% (2024: 25.0%)	110.6	(6.0)	104.6	104.7	(22.1)	82.6
Effects of:
Non‑deductible items	6.2	7.5	13.7	1.2	0.1	1.3
Non‑taxable profit/(loss) on disposal of businesses	0.5	(1.1)	(0.6)	–	–	–
Taxable profit on transfer of businesses	–	(3.5)	(3.5)	–	7.8	7.8
Utilisation of losses on which no deferred tax had been recognised	(2.8)	–	(2.8)	–	–	–
Current year losses for which no deferred tax asset has been recognised	0.3	–	0.3	0.5	–	0.5
Recognition of deferred tax asset on previously unprovided timing differences	(3.1)	–	(3.1)	–	–	–
Change in future rate in deferred tax	(0.2)	–	(0.2)	(1.3)	–	(1.3)
Pillar 2 (OECD Global Minimum Tax)	2.8	–	2.8	1.0	–	1.0
Differing tax rates	(6.3)	(0.4)	(6.7)	(6.3)	(0.2)	(6.5)
Adjustments to prior year current and deferred tax charges	(1.0)	(0.1)	(1.1)	3.3	(1.6)	1.7
Total tax in consolidated income statement	112.4	(3.8)	108.6	101.8	(19.9)	81.9
Income tax expense reported in the consolidated income statement	112.4	(3.8)	108.6	101.8	(19.9)	81.9
Effective rate of tax:	25.4%		25.9%	24.3%		24.8%

Changes to the rate of German corporate income tax were substantially enacted to reduce the rate from 15% to 14% in 2028, and by 1% per annum thereafter until 2032. The impact of these changes results in an overall credit of £1.5m to the consolidated income statement and a charge of £0.7m to other comprehensive income as a result of the remeasurement of associated deferred tax. There were no changes to the rates of other taxes on profit in Germany.

Recognised outside of the consolidated income statement

In addition to amounts charged to the consolidated income statement, some current tax and deferred tax is charged/(credited) directly to equity or through other comprehensive income, which can be analysed as follows:

	2025 (£m)	2024 (£m)
Deferred tax:
On equity‑settled transactions	(1.1)	–
On remeasurement gains and on defined benefit plans	1.5	(0.2)
Effect of rate change on previously recognised transactions	0.7	1.1
	(0.2)
Current tax:
On change in value of effective net investment hedge derivatives	1.2	2.9
On equity‑settled transactions	0.6	0.1
On defined benefit plans	(0.3)	–
	1.5	3.0
Total	2.6	2.8
Of which the following amounts are charged/(credited):
to the statement of comprehensive income	3.1	2.7
to the statement of changes in equity	(0.5)	0.1
	2.6	2.8

Recognised deferred tax assets and liabilities

Deferred taxes record the tax consequences of temporary differences between the accounting and taxation recognition of certain items, as explained below:

	Assets 2025	Assets 2024	Liabilities 2025	Liabilities 2024	Net 2025	Net 2024
Property, plant and equipment	2.5	1.7	(15.3)	(11.3)	(12.8)	(9.6)
Intangible assets – Goodwill	0.3	0.3	(27.1)	(27.6)	(26.8)	(27.3)
Intangible assets – Other	7.9	4.7	(24.5)	(29.0)	(16.6)	(24.3)
Deferred development costs	12.7	12.6	(0.8)	(0.6)	11.9	12.0
Inventories	11.8	9.6	(1.3)	(0.9)	10.5	8.7
Revaluation of derivatives	0.8	1.2	(1.4)	(0.6)	(0.6)	0.6
Pension and share‑based payments	12.7	13.3	(2.0)	(0.3)	10.7	13.0
Short‑term timing differences	22.5	23.4	(13.0)	(10.0)	9.5	13.4
Other tax credits and losses	3.0	4.0	–	–	3.0	4.0
	74.2	70.8	(85.4)	(80.3)	(11.2)	(9.5)
Offsetting within tax jurisdictions	(43.2)	(46.6)	43.2	46.6	–	–
Total deferred tax assets and liabilities	31.0	24.2	(42.2)	(33.7)	(11.2)	(9.5)

Reflected in the balance sheet as follows:

	Assets 2025	Assets 2024	Liabilities 2025	Liabilities 2024	Net 2025	Net 2024
Deferred tax asset/(liability)	31.0	24.2	(40.9)	(33.7)	(9.9)	(9.5)
Liability held for sale	–	–	(1.3)	–	(1.3)	–
	31.0	24.2	(42.2)	(33.7)	(11.2)	(9.5)

The movement in the net deferred tax balances has been recognised in the financial statements, as analysed below:

	Balance at 1 Jan 25 (£m)	Recognised in income statement (£m)	Recognised outside income statement (£m)	Acquisitions/ Exchange (£m)	Balance at 31 Dec 25 (£m)
Property, plant and equipment*	(9.6)	(3.5)	–	0.3	(12.8)
Intangible assets – Goodwill*	(27.3)	(1.3)	–	1.8	(26.8)
Intangible assets – Other*	(24.3)	7.2	–	0.5	(16.6)
Deferred development costs*	12.0	0.9	–	(1.0)	11.9
Inventories	8.7	2.1	–	(0.3)	10.5
Revaluation of derivatives	0.6	(1.2)	–	–	(0.6)
Pension and share‑based payments	13.0	(1.4)	(1.1)	0.2	10.7
Short‑term timing differences	13.4	(4.3)	–	0.4	9.5
Other tax credits and losses	4.0	(1.1)	–	0.1	3.0
Net deferred tax (liability)/asset	(9.5)	(2.6)	(1.1)	2.0	(11.2)

	Balance at 1 Jan 24 (£m)	Recognised in income statement (£m)	Recognised outside income statement (£m)	Acquisitions/ Exchange (£m)	Balance at 31 Dec 24 (£m)
Property, plant and equipment	(6.5)	(3.3)	–	0.2	(9.6)
Intangible assets – Goodwill	(25.7)	(1.5)	–	(0.1)	(27.3)
Intangible assets – Other	(28.3)	6.1	–	0.3	(24.3)
Deferred development costs	(2.4)	5.9	–	6.1	12.0
Inventories	5.6	3.1	–	–	8.7
Revaluation of derivatives	(0.6)	1.2	–	–	0.6
Pension and share‑based payments	13.5	(0.3)	0.2	(0.4)	13.0
Short‑term timing differences	24.1	(10.0)	(0.9)	0.2	13.4
Other tax credits and losses	1.4	2.8	(0.2)	–	4.0
Net deferred tax (liability)/asset	(10.6)	4.2	0.2	(1.1)	(2.2)

All exchange movements are taken through the translation reserve.

* During the current year, the Group has reviewed the presentation of non‑current assets to improve clarity and consistency with IFRS disclosure requirements. As a result, prior year comparative amounts have been re‑presented to disaggregate the previously reported line item “Intangible and tangible fixed assets” into the following component categories; Property, plant and equipment, Intangible assets – goodwill, Intangible assets – other and Deferred development costs.Taxation continued Unrecognised deferred tax assets and liabilities Deferred tax assets are reviewed at each reporting date. Deferred tax assets have not been recognised for the following temporary differences:

	2025 Gross amount £m	2025 Tax effected £m	2024 Gross amount £m	2024 Tax effected £m
Tax losses expiring:
Within 10 years	3.2	0.8	1.0	0.2
Available indefinitely	14.9	3.1	9.2	2.0
Capital losses expiring:
Within 10 years	–	–	–	–
Available indefinitely	113.6	28.5	105.8	26.5
Surplus interest expiring:
Within 10 years	0.6	0.1	0.6	0.1
Available indefinitely	–	–	–	–
Other temporary differences:
Within 10 years	39.1	2.4	46.4	3.2
Available indefinitely	–	–	–	–
	171.4	34.9	163.0	32.0

Deferred tax assets have not been recognised for these temporary differences due to uncertainty over suitable future taxable profits and therefore their ability to be recovered. In assessing the probability of recovery, the Group assesses the likelihood of them being recovered within a reasonably foreseeable time frame, this being typically a minimum of five years, taking into account the future expected profit profile business model of the relevant company and country. The Group also considers the nature of the temporary differences, and any potential legislative restrictions on use. In some instances, these amounts are yet to be accepted by the tax authorities and could be challenged. The majority of these amounts have no expiry date as noted in the table above.

It is likely that the majority of unremitted earnings of overseas subsidiaries would qualify for the UK dividend exemption. However, £206.5m (2024: £175.6m) of those earnings may still result in a tax liability, principally as a result of withholding taxes levied by the overseas jurisdictions in which those subsidiaries operate. These tax liabilities are not expected to exceed £11.5m (2024: £9.8m), of which £10.3m (2024: £7.2m) has been provided on the basis that the Group expects to remit these amounts.

10. Dividends

Accounting policy

Dividends are recognised as a liability in the period in which they are approved by shareholders.

Dividends

After the balance date, the following dividends were proposed by the directors. The dividends have not been provided for and there are no income tax consequences.

	2025 £m	2024 £m
Current year final dividend – 23.2p per qualifying ordinary share (2024: 21.1p)	57.1	53.9

The following dividends were declared and paid by the Group during the year:

	2025 £m	2024 £m
Prior year final dividend paid – 21.1p per qualifying ordinary share (2024 final year dividend: 19.2p)	53.5	50.0
Current year interim dividend paid – 11p per qualifying ordinary share (2024: 10.0p)	27.1	26.0
	80.6	76.0

Dividend policy and share buybacks

As part of the capital management process, the Group ensures that adequate reserves are available in IMI plc in order to meet proposed shareholder dividends, the purchase of shares for employee share scheme incentives and any on‑market share buyback programme. The Group does not have a formal dividend policy or pay out ratio. The Group’s aim is to continue with progressive dividends which typically increase at a steady rate for both the interim and final dividend payments. In the event that the Board cannot identify sufficient investment opportunities through capital expenditure, organic growth initiatives and acquisitions, the return of funds to shareholders through share buybacks or special dividends will be considered. It should be noted that a number of shares are regularly bought in the market by an employee benefit trust, in order to hedge the exposure under certain management incentive plans. Details of these purchases are shown in Note 22 to the financial statements.

11. Intangible assets

Accounting policy

Intangible assets are disclosed as acquired intangible assets and non‑acquired intangible assets. Amortisation of acquired intangible assets is treated as an adjusting item, as described in Note 3, as the impact of any acquisitions, which are clearly identifiable, can materially impact the net book value, from period to period.

i. Goodwill

Goodwill is initially measured at cost, being the excess of the aggregate of the acquisition date fair value of the consideration transferred over the net identifiable amounts of the assets acquired and the liabilities assumed for the business combination. After initial recognition, goodwill is measured at cost, less any accumulated impairment losses. The value of the goodwill can arise from a number of sources, but in relation to our more recent acquisitions, it has been represented by post‑acquisition synergies and the skills and knowledge of the workforce.

ii. Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in the consolidated income statement as an expense as incurred. Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalised provided benefits are probable, cost can be reliably measured and if, and only if, the product or process is technically and commercially feasible and the Group has sufficient resources and intention to complete development. The expenditure capitalised includes the cost of materials, direct labour and directly attributable overheads. Other development expenditure is recognised in the consolidated income statement as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation (see below) and impairment losses (see accounting policy ‘Impairment’) and is included in the other acquired or other non‑acquired category of intangible assets depending on its origin.

iii. Software development costs

Software applications and systems that are not an integral part of their host computer equipment are capitalised on initial recognition as intangible assets at cost. Cost comprises the purchase price plus directly attributable costs incurred on development of the asset to bring it into use. Following initial recognition, software development costs are carried at cost less accumulated amortisation (see below) and accumulated impairment losses (see accounting policy ‘Impairment’) and are included in the other acquired or other non‑acquired category of intangible assets depending on their origin.

iv. Customer relationships and other acquired intangible assets

Customer relationships and other intangible assets that are acquired by the Group as part of a business combination are stated at their fair value calculated by reference to the net present value of future benefits accruing to the Group from utilisation of the asset, discounted at an appropriate discount rate. Expenditure on other internally generated intangible assets is recognised in the consolidated income statement as an expense as incurred.

v. Amortisation of intangible assets other than goodwill

Amortisation is charged to the consolidated income statement on a straight‑line basis (other than for customer relationships and order book, which are charged on a sum of digits basis) over the estimated useful lives of the intangible assets. Amortisation commences from the date the intangible asset becomes available for use. The estimated useful lives for:
– Capitalised development costs are the life of the intangible asset (usually a maximum of 17 years)
– Software development costs are the life of the intangible asset (up to 17 years)
– Customer relationships are the life of the intangible asset (up to 17 years)
– Other intangible assets (including order books, brands and software) are the life of the intangible asset (up to 15 years)

The Group splits its intangible assets between those arising on acquisitions and those which do not, because the amortisation of acquired intangibles is recognised as an adjusting item in the income statement.

Analysis of intangible assets

	Goodwill £m	Acquired customer relationships £m	Other acquired intangibles £m	Non‑acquired Development costs* £m	Non‑acquired Software costs* £m	Other intangible assets under construction £m	Total £m
Cost
As at 1 January 2024	717.4	357.0	230.6	94.0	108.6	9.6	799.8
Exchange adjustments	(14.2)	(6.6)	(5.7)	(5.2)	0.7	(0.3)	(17.1)
Acquisitions	11.5	1.4	8.1	–	–	–	9.5
Additions	–	–	–	7.5	3.6	5.1	16.2
Transfers from assets in the course of construction	–	–	–	2.8	–	(2.8)	–
Disposal of subsidiaries	(0.7)	–	–	–	–	–	(0.7)
Disposals	–	–	(8.4)	(4.0)	(2.5)	–	(6.5)
As at 31 December 2024	706.3	351.8	233.0	91.6	113.2	11.6	801.2
Exchange adjustments	(4.9)	(1.7)	(1.2)	1.3	5.3	0.4	4.1
Additions	–	–	–	6.5	3.1	6.8	16.4
Transfers from assets in the course of construction	–	–	–	2.1	–	(2.1)	–
Disposals	–	–	(0.8)	(1.7)	(0.5)	–	(3.0)
Assets held for sale	(13.6)	–	–	(0.8)	–	–	(0.8)
As at 31 December 2025	687.8	350.1	231.8	98.6	121.2	16.2	817.9
Amortisation
As at 1 January 2024	37.1	251.1	136.5	62.0	72.8	–	522.4
Exchange adjustments	(1.7)	(6.3)	(5.6)	(1.5)	(4.1)	–	(17.5)
Disposal of subsidiaries	(0.1)	–	–	–	–	–	(0.1)
Disposals	–	–	(4.4)	(2.1)	–	–	(6.5)
Impairment	0.9	–	–	–	–	–	0.9
Amortisation	–	18.0	10.2	6.2	13.6	–	48.0
As at 31 December 2024	35.4	262.8	141.1	62.2	81.1	–	547.2
Exchange adjustments	1.6	0.9	1.9	1.2	3.6	–	7.6
Disposals	–	–	(0.8)	(1.3)	–	–	(2.1)
Assets held for sale	(0.6)	–	–	–	–	–	(0.6)
Impairment	1.3	–	–	0.1	–	–	1.4
Amortisation	–	15.2	10.4	6.3	11.2	–	43.1
As at 31 December 2025	37.0	278.9	153.4	70.2	94.1	–	596.6
Net book value at 31 December 2024	670.9	89.0	91.9	29.4	32.1	11.6	254.0
Net book value at 31 December 2025	650.8	71.2	78.4	28.4	27.1	16.2	221.3

*Prior year comparatives for “Other non‑acquired intangibles” have been re‑presented to reconcile thecarrying amounts at the beginning and end of the reporting period for Development costs and Software costs. The individually significant acquired customer relationships includes £29.4m (2024: £37.0m) in Adaptas Solutions LLC, £16.2m (2024: £17.7m) in Bahr Modultechnik GmbH and £17.4m (2024: £20.8m in Heatmiser UK Limited, which have 10 to 14 years of amortisation remaining. The only individually significant other acquired intangibles is the Adaptas brands, with a net book value of £22.3m (2024: £26.8m), which have 6 to 11 years of amortisation remaining.

Notes to the consolidated financial statements continued
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11. Intangible assets continued

Goodwill impairment testing

Accounting policy
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash‑generating units (or groups of ’CGUs’). The composition of CGUs reflects both the way in which cash inflows are generated and the internal reporting structure. Where our businesses operate closely with each other we will continue to review whether they should be treated as a single CGU. Each unit or group of units to which goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes and shall not be larger than an operating segment before aggregation.

Where goodwill forms part of a CGU and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the CGU retained.

Impairment
The carrying values of the Group’s non‑financial assets other than inventories and deferred tax assets, are reviewed at each balance sheet date to determine whether impairment indicators exist. If indicators exist, the recoverable amount of the asset or all assets within its CGU is estimated. An impairment loss is recognised whenever the carrying amount of an asset or its CGU unit exceeds its recoverable amount. Impairment losses are recognised in the consolidated income statement.

For goodwill and assets that are not yet available for use, the recoverable amount is evaluated at each balance sheet date. The recoverable amount of non‑financial assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, an individual assessment is made of the estimated future cash flows generated for each CGU derived from the Group’s long‑term forecasts for the next five years with due consideration to climate‑related risks. These are discounted to their present value using a pre‑tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Management believe that this approach, including the use of the indefinite cash flow projection, is appropriate based upon both historical experience and because it is one of the bases management utilise to evaluate the fair value of investment opportunities. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the smallest cash‑generating unit to which the asset belongs.

Reversals of impairment
Impairments of goodwill are non‑reversible. In respect of other assets, an impairment loss is reversed if at the balance sheet date, there are indications that the loss has decreased or no longer exists following a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

The Group has 11 (2024: 11) cash‑generating units to which goodwill is allocated. The recoverable amount of a CGU is the higher of its fair value less costs to sell and its value in use. Value in use is determined using cash flow projections from financial budgets, forecasts and plans approved by the Board covering a five‑year period, and include a terminal value multiple. The projected cash flows reflect the latest expectation of demand for products and services, including consideration of the future impacts of climate change, which is considered as part of the Group’s five‑year strategic planning process.

The key assumptions in these calculations are the long‑term growth rates and the discount rates applied to forecast cash flows, in addition to the achievement of the forecasts themselves. Long‑term growth rates are based on long‑term economic forecasts for growth in the manufacturing sector in the geographical regions in which the cash‑generating unit operates. Pre‑tax discount rates specific to each cash‑generating unit are calculated by adjusting country and region‑specific post‑tax weighted average cost of capital (WACC) for specific country risk premium, the Group’s size risk premium and tax rate relevant to the jurisdiction in which the cash flows are generated. This exercise resulted in the use of the following ranges of values for the key assumptions:

	2025 %	2024 %
Discount rate	13.4-16.1	11.8‑15.9
Short-term growth rate	5.7-15.5	2.7‑22.4
Long-term growth rate	0.7-1.8	0.7‑2.1

For the purpose of assessing the significance of CGUs, the Group uses a threshold of 10% of the total goodwill balance. The recoverable amount of the CGUs is determined from a value in use calculation and the key assumptions used in this calculation are the discount rate, growth rate and operating cash flows. These estimates are determined using the methodology discussed above and for those CGUs considered to be significant, outlined in the following table.

Notes to the consolidated financial statements continued
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11. Intangible assets continued

2025	Goodwill £m	Discount rate %	Short-term growth %	Long-term growth %
CGU
Life Science & Fluid Control	184.2	14.3	7.5	0.7
Process Automation – Petrochemical & Isolation	114.0	15.2	5.7	0.7
Process Automation – Control Valves	94.0	16.1	5.7	1.8
Climate Control Europe	101.1	13.4	7.8	1.8

2024	Goodwill £m	Discount rate %	Short-term growth %	Long-term growth %
CGU
Life Science & Fluid Control	194.9	13.6	2.7	0.7
Process Automation – Petrochemical & Isolation	109.7	15.9	4.8	0.7
Process Automation – Control Valves	91.6	15.8	4.8	2.1
Climate Control Europe	99.1	11.8	9.2	1.2

Excluding Assets held for sale, the carrying amount of goodwill allocated to CGUs deemed to be non‑significant is £157.5m (2024: £175.6m).

Sensitivity to changes in assumptions
The key estimates reflect the combination of assumptions used, including the long‑term growth rates and the discount rate applied to forecast cash flows, in addition to the achievement of the forecasts themselves. The directors do not consider that any reasonably possible changes to the key assumptions would cause the carrying amount to materially exceed the recoverable amount of the CGU.

The aggregate amount of goodwill arising from acquisitions prior to 1 January 2004 that had been deducted from the profit and loss reserves and incorporated into the IFRS transitional balance sheet as at 1 January 2004, amounted to £364m. The cumulative impairment recognised in relation to goodwill is £41m (2024: £41m).

12. Property, plant and equipment

This note details the physical assets used by the Group to generate revenues and profits, in addition to those disclosed in Note 13 ‘Leases’. These assets include manufacturing, distribution and office sites, and equipment used in the manufacture of the Group’s products. The cost of these assets represents the amount initially paid for them.

Accounting policy
Freehold land and assets in the course of construction are not depreciated. Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses (see Note 11). Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment. Costs in respect of tooling owned by the Group for clearly identifiable new products are capitalised net of any contribution received from customers and are included in plant and equipment.

Depreciation is charged to the consolidated income statement, from the date the asset is brought in to use, on a straight‑line basis (unless such a basis is not aligned with the anticipated benefit) so as to write down the cost of assets to residual values over the period of their estimated useful lives within the following ranges:
– Freehold buildings – 25 to 50 years
– Plant and equipment – 3 to 20 years

The useful lives of assets could be reduced by climate‑related matters, for example as a result of physical risks, obsolescence, or legal restrictions. The change in useful lives would have a direct impact on the amount of depreciation or amortisation recognised each year from the date of reassessment.

Assets in the course of construction comprise assets that are not currently ready to be brought in to use. Assets under construction are not depreciated. If there has been a technological change or decline in business performance, the directors review the value of the assets to ensure they have not fallen below their depreciated value. If an asset’s value falls below its depreciated value, a one‑off impairment charge is made against profit.

Notes to the consolidated financial statements continued
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12.Property, plant and equipment continued

	Land and buildings £m	Plant and equipment £m	Assets in the course of construction £m	Total £m
Cost
As at 1 January 2024	199.9	728.7	35.3	963.9
Exchange adjustments	(6.1)	(25.1)	(2.3)	(33.5)
Acquisitions	0.1	–	–	0.1
Additions	18.6	21.9	34.8	75.3
Transfers from assets in the course of construction	12.4	24.7	(37.1)	–
Disposal of subsidiaries	–	(2.0)	–	(2.0)
Disposals	(31.5)	(66.4)	(0.1)	(98.0)
As at 31 December 2024	193.4	681.8	30.6	905.8
Exchange adjustments	(0.7)	17.9	0.9	18.1
Additions	33.3	28.8	20.2	82.3
Transfers from assets in the course of construction	1.4	19.4	(20.8)	–
Disposals	(11.3)	(39.2)	(1.2)	(51.7)
Assets held for sale	(12.2)	–	–	(12.2)
As at 31 December 2025	216.1	696.5	29.7	942.3
Depreciation
As at 1 January 2024	106.8	556.7	–	663.5
Exchange adjustments	(4.1)	(16.8)	–	(20.9)
Disposal of subsidiaries	–	(1.4)	–	(1.4)
Disposals	(16.6)	(63.5)	–	(80.1)
Impairment charge	0.3	0.9	–	1.2
Depreciation	4.9	37.4	–	42.3
As at 31 December 2024	91.3	513.3	–	604.6
Exchange adjustments	0.9	15.3	–	16.2
Disposals	(7.0)	(36.9)	–	(43.9)
Assets held for sale	(3.8)	–	–	(3.8)
Impairment charge	0.1	–	–	0.1
Depreciation	4.5	38.2	–	42.7
As at 31 December 2025	89.7	526.2	–	615.9
NBV at 31 December 2024	102.1	168.5	30.6	301.2
NBV at 31 December 2025	126.4	170.3	29.7	326.4

An impairment charge of £0.1m was recognised during the year (2024: £1.2m). The recoverable amount of these assets has been determined using their fair value less costs to sell, estimated by both internal and external valuation specialists. Group contracts in respect of future capital expenditure that had been placed at the balance sheet date amounted to £5.0m (2024: £20.3m).

13. Leases

Accounting policy

The Group leases various properties, plant, equipment and cars. Rental contracts are negotiated individually and have a range of initial terms, and may have extension options. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Leases are recognised as a right‑of‑use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the consolidated income statement over the lease period, so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right‑of‑use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight‑line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of:
i. fixed payments less any lease incentives receivable;
ii. variable lease payments that are based on an index or a rate;
iii. amounts expected to be payable by the Group under residual value guarantees;
iv. the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
v. payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the entity’s incremental borrowing rate is used, being the rate that the entity would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Right‑of‑use assets are measured at cost, comprising:
i. the amount of the initial measurement of lease liability;
ii. any lease payments made at or before the commencement date less any lease incentives received; and
iii. restoration costs.

Payments associated with short‑term leases and leases of low‑value assets are recognised on a straight‑line basis as an expense in profit or loss. Short‑term leases are leases with a lease term of 12 months or less. Low‑value assets comprise IT‑equipment and small items of office furniture.

Extension and termination options – extension and termination options are included in a number of property and equipment leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor.

The contractual maturity of the leases is disclosed in Note 19.

13. Leases continued

Set out below are the carrying amounts of right‑of‑use assets recognised and the movements during the period:

	Land and buildings £m	Plant and equipment £m	Total £m
As at 1 January 2024	85.1	14.5	99.6
Additions	4.3	8.3	12.6
Extensions	10.3	0.8	11.1
Payment changes	2.4	0.3	2.7
Terminations	(5.4)	(0.6)	(6.0)
Impairment	(0.3)	–	(0.3)
Depreciation expense	(20.9)	(7.8)	(28.7)
Exchange	(3.1)	(0.3)	(3.4)
As at 31 December 2024	72.4	15.2	87.6
Additions	2.4	7.3	9.7
Extensions	3.2	0.7	3.9
Payment changes	7.6	0.1	7.7
Terminations	(1.3)	(0.3)	(1.6)
Depreciation expense	(19.4)	(8.1)	(27.5)
Exchange	3.0	0.5	3.5
Asset Held for Sale	(4.1)	(0.1)	(4.2)
As at 31 December 2025	63.8	15.3	79.1

Set out below are the carrying amounts of lease liabilities and the movements during the period:

	Land and buildings £m	Plant and equipment £m	Total £m
As at 1 January 2024	86.4	13.8	100.2
Additions	4.3	8.3	12.6
Extensions	10.3	0.8	11.1
Payment changes	2.5	0.4	2.9
Terminations	(6.0)	(0.6)	(6.6)
Accretion of interest	2.5	0.3	2.8
Payments	(23.3)	(8.1)	(31.4)
Exchange	(2.2)	(0.3)	(2.5)
As at 31 December 2024	74.5	14.6	89.1
Additions	2.3	7.2	9.5
Extensions	2.5	0.7	3.2
Payment changes	7.4	0.1	7.5
Terminations	(0.8)	(0.3)	(1.1)
Accretion of interest	2.5	0.4	2.9
Payments	(22.4)	(8.3)	(30.7)
Exchange	2.3	0.4	2.7
Asset Held for Sale	(4.9)	(0.1)	(5.0)
As at 31 December 2025	63.4	14.7	78.1
Current	17.2	6.6	23.8
Non-current	46.2	8.1	54.3

The following are the amounts recognised in the consolidated income statement:

	2025 £m	2024 £m
Depreciation expense of right‑of‑use assets	(27.5)	(28.7)
Interest expense on lease liabilities	(2.9)	(2.8)
Total amount recognised in profit or loss	(30.4)	(31.5)

Practical expedients applied
The Group has used the following practical expedients permitted by the standard:
i. the use of a single discount rate to a portfolio of leases with reasonably similar characteristics.
ii. the Group has elected not to present short‑term lease expenses separately, as permitted under IAS 1, as these amounts are not material to the financial statements. Such expenses are included within operating costs.

Future cash outflows that the Group is potentially exposed to in relation to the measurement of lease liabilities that have not been reflected is £nil (2024: £nil).

14. Retirement benefits

Accounting policy

i. Defined contribution (DC) pension plans
Arrangements where the employer pays fixed contributions into an external fund on behalf of the employee (who is responsible for making the investment decision and, therefore, assumes the risks and rewards of fund performance). Contributions to defined contribution pension plans are recognised as an expense in the consolidated income statement as incurred.

ii. Defined benefit (DB) pension plans
A defined benefit pension plan is a pension arrangement in which the employer promises a specified annual benefit on retirement that is predetermined by a formula based on the employee’s earnings history, tenure of service and age, rather than depending directly on individual investment returns. In some cases, this benefit is paid as a lump sum on leaving the Company or while in the service of the Company, rather than as a pension. The Group underwrites one or more risks in meeting these obligations and therefore any net liability or surplus in these arrangements is shown on the Group balance sheet.

The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any plan assets are deducted. Past service costs are recognised in profit or loss on the earlier of the date of the plan amendment or curtailment, and the date that the Group recognises restructuring‑related costs.

The discount rate is the yield at the balance sheet date on high‑quality corporate bonds of the appropriate currency that have durations approximating those of the Group’s obligations. The calculation is performed by a qualified actuary using the projected unit credit method.

At each year‑end the Company and the local actuaries consider whether the plans are affected by the asset ceiling requirements. When the calculation results in a net asset to the Group, the recognised asset is limited to the present value of any future refunds from the plan or reductions in future contributions to the plan and restricted by any relevant asset ceiling. Any deduction made by the tax authorities in the event of a refund of a surplus would be regarded by the Group as an income tax.

When the benefits of a plan are improved, the expense is recognised immediately in the consolidated income statement. Remeasurement gains and losses are recognised immediately in equity and disclosed in the statement of comprehensive income.

iii. Long-term service and other post-employment benefits
The Group’s net obligation in respect of long‑term service and other post‑employment benefits, other than pension plans, is the amount of future benefit that employees have earned in return for their service in the current and prior periods.The obligation is calculated using the projected unit credit method and is discounted to its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the balance sheet date on high‑quality bonds of the appropriate currency that have durations approximating those of the Group’s obligations.

Summary information

Net pension deficit: £37.3m (2024: deficit of £47.4m)
The assets and liabilities of the defined benefit schemes are aggregated, recognised in the consolidated balance sheet and shown within non‑current liabilities or in non‑current assets if a scheme is in surplus and it is deemed recoverable.
Number of DB arrangements: 70 (2024: 70)
There has been no change to the number of schemes during the year.

The following table shows a summary of the geographical profile of the Group’s defined benefit schemes:

Location	Quantity 2025	Quantity 2024	Assets £m	Liabilities £m	Net (deficit)/ surplus £m
Australia	3	3	—	(0.3)	(0.3)
Austria	6	6	—	(2.7)	(2.7)
France	2	3	0.2	(0.6)	(0.4)
Germany	31	30	6.3	(40.3)	(34.0)
India	6	6	—	(1.6)	(1.6)
Italy	6	6	—	(0.9)	(0.9)
Mexico	5	5	—	(1.6)	(1.6)
Spain	2	2	—	—	—
Switzerland	5	5	99.1	(92.3)	6.8
UAE	1	1	—	(1.4)	(1.4)
US*	2	2	—	(1.5)	(1.5)
UK	1	1	26.5	(26.2)	0.3
Total	70	70	132.1	(169.4)	(37.3)

The US deficit above excludes £0.2m of assets relating to unqualified plans classified as investments (see Note 17). As at 31 December 2025, the Group has recognised a net defined benefit surplus of £0.3m (2024: deficit of £3.3m) for the UK Deferred Fund.

14. Retirement benefits continued

The Group provides pension benefits through a mixture of funded and unfunded DB and DC arrangements. Assessments of the obligations of the defined benefit plans are carried out by actuaries, based on the projected unit credit method.

A historical split of the types of defined benefit schemes in operation is as follows:

Type of scheme	Quantity No.	Assets £m	% of total assets	Liabilities £m	% of total liabilities
2025
Final salary *	25	27.2	20.5%	(61.1)	36.1%
Cash balance **	12	99.3	74.8%	(93.7)	55.3%
Jubilee awards ***	14	—	—	(2.5)	1.5%
Other	19	6.2	4.7%	(12.1)	7.1%
Total	70	132.7	100%	(169.4)	100%
Asset ceiling		(0.6)
Revised assets		132.1
2024
Final salary *	25	268.1	73.9%	(305.6)	74.6%
Cash balance **	12	88.6	24.4%	(89.9)	21.9%
Jubilee awards ***	14	—	—	(2.4)	0.6%
Other	19	6.1	1.7%	(12.1)	3.0%
Total	70	362.8	100%	(410.0)	100%
Asset ceiling		(0.2)
Revised assets		362.6

Final salary scheme: The pension available to a member in a final salary arrangement will be a proportion of the member’s salary at or around their retirement date. This proportion will be determined by the member’s length of pensionable service, their accrual rate and any particular circumstances under which the member retires (for example early ill‑health retirement).
** Cash balance: A cash balance scheme is a form of defined benefit pension under which the member has the right to a defined lump sum on retirement rather than a defined amount of pension receivable. For example, a cash balance plan may have minimum or guaranteed rates of return on pension contributions. The amount of pension to which that lump sum may be converted is determined by the annuity rates prevailing at the time of conversion.
*** Jubilee awards: Jubilee plans provide for cash award payments that are based on completed lengths of service. These payments are often made on cessation of service with the Company, subject to a minimum period of service.

Asset profile of schemes

The following table sets out the profile of the overall assets of the schemes (to give an indication of their risk profile), the comparative amounts of the funded and unfunded defined benefit liabilities (DBOs) and a split of the balance sheet impact between schemes with a net pension surplus and a net pension deficit.

	2025 £m	2024 £m
Quoted equities	29.8	25.6
Quoted bonds	31.7	27.5
Total quoted assets	61.5	53.1
Unquoted equities	9.9	25.7
Insurance policies*	31.3	261.0
Property	21.9	14.6
Other**	17.2	8.4
UK pension loan	(9.1)	—
Total unquoted assets	71.2	309.7
Fair value of assets	132.7	362.8
Restriction due to an asset ceiling	(0.6)	(0.2)
DBOs for funded schemes	(125.4)	(366.4)
DBOs for unfunded schemes	(44.0)	(43.6)
Deficit for DBOs	(37.3)	(47.4)
Schemes in net pension deficit	(44.4)	(48.5)
Schemes in net pension surplus	7.1	1.1

The value of the insurance policies matches the value of the IAS 19 liabilities insured.
** ‘Other’ assets primarily consists of cash, currency swaps and UK commercial real estate debt.
The overseas assets of £106.2m (2024: £95.0m) comprise equities of £29.8m (2024: £25.6m), bonds of £31.8m (2024: £27.5m), insurance of £6.7m (2024: £6.4m), property of £21.8m (2024: £14.6m) and other assets of £16.1m (2024: £20.9m). This excludes the impact of the restriction due to the asset ceiling of £0.6m (2024: £0.2m) associated with schemes in Switzerland and Germany.

Funded: The majority of the Group defined benefit and other post‑employment benefit arrangements are funded, which means that they are linked to specific plan assets that have been segregated in a trust or foundation.

Unfunded: Plans that are not funded are those that are not backed by segregated assets. These include not only some pension plans but also a number of other long‑term arrangements for the benefit of our employees, with benefits payable while they are employed by the Group but more than 12 months after the related service is rendered. Actuarial gains and losses on other long‑term arrangements are recognised in the consolidated income statement in the period in which they arise.

Average duration by geography

The following table shows the weighted average number of years (or duration) over which pension benefits are expected to be paid.

Location	2025	2024
UK	12.0	14.0
Switzerland	15.5	15.6
US	6.0	6.1
Eurozone	10.7	11.6

The UK Funds

The United Kingdom constitutes 15% (2024: 66%) of total defined benefit liabilities and 20% (2024: 74%) of total defined benefit assets. Historically, the IMI Pension Fund offered final salary benefits to UK employees until it closed to new entrants in 2005 and to future accrual on 31 December 2010. In December 2014, winding‑up procedures commenced and those members who were not eligible or did not take up the offer of a single cash lump sum transferred to one of two new Funds (the IMI 2014 Pensioner Fund or the IMI 2014 Deferred Fund – the UK Funds). Ongoing pension benefits in the UK are provided via the trustee’s defined contribution plan – The IMI Retirement Savings Plan. All UK pension assets are run on behalf of the trustee by the Board of the IMI Common Investment Fund.

Court ruling

The Virgin Media Ltd v NTL Pension Trustees II decision, handed down by the High Court on 16 June 2023 considered the implications of section 37 of the Pension Schemes Act 1993. Section 37 of the Pension Schemes Act 1993 only allowed the rules of contracted‑out schemes in respect to benefits to be altered where certain requirements were met. The court decision was subject to appeal, with the Court of Appeal judgement published on 25 July 2024 upholding the High Court’s ruling. The Group’s view is that it remains appropriate that no adjustment is made to the Group’s financial statements, as at this point there is no reason to believe the relevant requirements were not complied with.

Liability management

During 2022, the Group completed an insurance buy‑in exercise for the remaining uninsured members. The buy‑in was accounted for as a qualifying insurance policy under IAS 19, whereby the policy was recognised as a plan asset measured at fair value. The buy‑in did not result in a settlement as the Group retains primary responsibility for the pension obligations. The fair value of the insurance policy was determined based on the present value of the related obligations it covered.

During 2025 a £26m loan was made to the IMI 2014 Deferred Fund, the closed UK defined benefit scheme. This loan was supporting the wind‑up of the fund whilst the remaining assets within the scheme matured. £18m of this loan was repaid during the second half of 2025, supported by a £4m contribution (2024: £nil). The liability remaining at 31 December 2025 was £8.0m (2024: £nil), with the balance repaid in full during January 2026.

The UK Defined Benefit Pension Scheme has completed the full buy‑out of all member liabilities with authorised insurance companies. In October 2025, the Scheme completed the buy‑out of 2,643 members covering £234 million of liabilities. The remaining tranche, comprising 297 members and £25 million of liabilities, which had been secured at the year‑end through bought‑in insurance policies, was bought out shortly after the year end. Following completion of the buy‑out, the Scheme no longer has any members, so the Group has discharged all ongoing defined benefit pension obligations. The Scheme is expected to enter wind‑up in due course.### Specific effect on the financial statements
The corresponding entries for increases and decreases in the net pension deficit reported in the balance sheet are reflected as follows:
– Cash flow statement: When the Group makes cash contributions to fund the pension deficit/ surplus, they are reflected in the cash flow statement and reduce the net deficit/increase the net surplus
– Consolidated income statement: Movements in the overall net pension deficit/surplus are recognised in the consolidated income statement when they relate to changes in the overall pension promise, due to either an additional period of service (known as ‘current service cost’), changes to pension terms in the scheme rules (known as ‘past service cost’), or closure of all or part of a scheme (known as settlements and curtailments). The interest charge/income on the net deficit/surplus position is also recognised in the consolidated income statement
– Other comprehensive income (OCI): Movements in the overall net pension deficit/surplus are recognised through OCI when they relate to changes in actuarial assumptions or the difference (experience gain or loss) between previous assumptions and actual results

The table below reconciles the movement in the UK and overseas net defined benefit obligation between 1 January 2025 and 31 December 2025.

	UK £m	Germany £m	Switzerland £m	Other overseas £m	Total £m
Net defined benefit obligation at 1 January 2025	(3.3)	(33.9)	0.3	(10.5)	(47.4)
Movement recognised in:
Consolidated income statement	(0.3)	(2.8)	(2.9)	(1.2)	(7.2)
OCI	(0.1)	1.5	6.4	(0.1)	7.7
Cash flow statement	4.0	2.9	2.9	1.2	11.0
Exchange movements	–	(1.7)	0.1	0.2	(1.4)
Net defined benefit obligation at 31 December 2025	0.3	(34.0)	6.8	(10.4)	(37.3)

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14. Retirement benefits continued

Risks faced by the schemes

The main risks that the Group face in respect of the UK Deferred Fund, which makes up 15% of the Group’s liabilities, are:

Risk	Description/mitigation
Interest rate risk	Under IAS 19, the discount rate should be set with reference to the yield on high quality corporate bonds (typically taken to mean those rated AA) of term appropriate to the duration of the liabilities. A decrease in corporate bond yields and therefore the resulting discount rate, leads to a higher value being placed on the pension liabilities. The trustees’ investment strategy for the UK Deferred Fund includes investing in liability‑driven investments and bonds whose values increase with decreases in interest rates. The trustees have a target to hedge 100% of interest rate risk. The trustee’s investment managers measure and monitor the hedging arrangements in place, and the latest performance report shows this target is being met. Note that the scheme hedges interest rate risk on a scheme funding basis (relative to gilts) whereas AA corporate bonds are implicit in the IAS 19 discount rate and so there is some mismatching risk to the Group should yields on gilts and corporate bonds diverge. The scheme’s exposure to corporate bonds mitigates this risk to some extent.
Inflation risk	In the UK Deferred Fund, a large proportion of the benefits are linked to inflation. Therefore, an increase in inflation would lead to higher benefits being paid than expected. To mitigate this risk, the UK Deferred Fund aims to hedge 100% of the Fund’s liabilities against inflation risk. The trustee’s investment managers measure and monitor the hedging arrangements in place and the latest performance report shows this target is being met.
Investment risk	The UK Deferred Fund holds investments in asset classes, such as private equity and property, which have volatile market values. These assets are expected to provide better returns than Government bonds over the long‑ term. However, the short‑term volatility can cause additional funding to be required, if a deficit emerges. As these investments make up around 9% of the total assets, the risk to the Group is relatively small.
Mortality risk	The majority of the plans’ obligations are to provide benefits for the life of each retired member and their spouse, so increases in life expectancy result in an increase in the plans’ liabilities. An increase of one year in life expectancy for the UK Deferred Fund would act to increase liabilities by c.£0.7m. The Group has an objective to insure benefits as members retire, in order to reduce mortality risk.

Cash flow impacts

2025	UK £m	Germany £m	Switzerland £m	Other overseas £m	Total £m
Amounts from employees	0.1	–	2.4	–	2.5
Amounts from employers	4.0	–	–	2.8	6.8
Benefits and settlements paid directly by the Group	–	2.9	–	1.2	4.1
Total	4.0	3.0	5.2	1.2	13.4

2024	UK £m	Germany £m	Switzerland £m	Other overseas £m	Total £m
Amounts from employees	0.1	–	2.3	–	2.4
Amounts from employers	2.8	–	–	–	2.8
Benefits and settlements paid directly by the Group	–	2.6	–	1.7	4.3
Total	2.7	5.1	–	1.7	9.5

The expected contributions to the DB arrangements in 2026 are £2.8m of normal employer contributions, all of which relates to Swiss funds and £2.4m of normal employee contributions, of which £0.1m relates to German funds and £2.3m relate to Swiss funds.

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14. Retirement benefits continued

Other comprehensive income

Movements in pension assets and liabilities that arise during the year from changes in actuarial assumptions, or because actual experience is different from the actuarial assumptions, are recognised in equity via other comprehensive income. These movements are analysed below:

2025	UK £m	Germany £m	Switzerland £m	Other overseas £m	Total £m
Change in discount rate	2.2	1.0	–	0.1	3.3
Change in inflation	22.1	–	–	–	22.1
Change in other assumptions	1.0	–	–	–	1.0
Actuarial experience – (liabilities)/assets	(1.9)	(0.5)	(1.7)	(0.2)	(4.3)
Asset experience	(21.3)	7.3	–	–	(14.0)
Actuarial (losses)/gains in the year	(0.1)	1.7	6.6	(0.1)	8.1
Change in the asset ceiling	(0.2)	–	(0.2)	–	(0.4)
Exchange gains	–	(1.7)	0.1	0.2	(1.4)
(Gains)/losses recognised through equity	(0.1)	(0.2)	6.5	0.1	6.3

2024	UK £m	Germany £m	Switzerland £m	Other overseas £m	Total £m
Change in discount rate	46.2	(0.3)	(5.4)	(0.5)	40.0
Change in inflation	(3.8)	0.6	–	(0.2)	(3.4)
Change in other assumptions	0.1	–	–	–	0.1
Actuarial experience – (liabilities)/assets	(0.5)	(1.4)	–	(0.1)	(2.0)
Asset experience	(41.4)	5.1	–	–	(36.3)
Actuarial gains/(losses) in the year	0.6	0.3	(1.7)	(0.8)	(1.6)
Change in the asset ceiling	0.1	–	–	–	0.1
Exchange gains	1.8	–	–	0.4	2.2
Gains/(losses) recognised through equity	0.6	2.2	(1.7)	(0.4)	0.7

IMI takes advice from actuaries regarding the appropriateness of the assumptions used to determine the present value of the defined benefit obligations. These assumptions include the discount rate applied to the assets and liabilities, the life expectancy of the members, their expected salary and pension increases and inflation. The assumptions used for this purpose in these financial statements are summarised below:

Weighted averages	2025 UK % pa	2025 Germany % pa	2025 Switzerland % pa	2025 Other overseas % pa	2024 UK % pa	2024 Germany % pa	2024 Switzerland % pa	2024 Other overseas % pa
Inflation – RPI	3.1	–	–	–	3.4	–	–	–
Inflation – CPI (pre‑2030)	2.1	2.0	1.0	2.4	2.4	2.0	1.0	2.3
Inflation – CPI (post‑2030)	3.1	2.0	1.0	2.4	3.4	2.0	1.0	2.3
Discount rate	5.5	3.9	1.3	5.1	5.5	3.4	1.0	4.8
Expected salary increases	n/a	2.5	1.5	3.9	n/a	2.5	1.5	3.7
Rate of pension increases	3.0	2.0	n/a	n/a	3.3	2.0	n/a	n/a

	2025 years	2024 years	2023 years
Life expectancy (IMI Pension Fund only) ***
Current male pensioners	21.6	21.2	21.0
Current female pensioners	23.9	23.7	23.5
Future male pensioners	22.9	22.5	22.3
Future female pensioners	25.3	25.2	24.9

*** Life expectancies are based on members with a pension size of £5k‑£20k for male members and £1k‑£8k for female members. The mortality assumptions used for the UK Funds above reflect its scheme‑specific experience, together with an allowance for improvements over time. The experience was reviewed as part of the formal triennial actuarial valuation, carried out as at 31 March 2021. Following the issuance of a wind‑up trigger notice on 14 May 2025, the requirement to carry out further valuations ceased. The assumptions used as at 31 December 2025 have been based on the results of this review, with the allowance for improvements over time updated to reflect the latest data available.

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14. Retirement benefits continued

The table below illustrates how the UK Funds’ net pension surplus would decrease (excluding the impact of inflation rate and interest rate hedging), as at 31 December 2025, in the event of the following reasonable changes in the key assumptions above.

	2025 UK £m	2024 UK £m
Discount rate 0.1% pa lower *	0.4	4.1
Inflation‑linked pension increases 0.1% pa higher	0.3	3.8
Increase of one year in life expectancy from age 65	0.7	8.4
10% fall in non‑bond‑like assets **	1.0	2.6

Due to the volatility of the discount rate year on year, sensitivities using a percentage of 0.1% are shown to provide the users of the accounts with the ability to adjust the sensitivities as they consider necessary.
** Fund assets excluding cash, bonds and insurance policies.

The table below shows how the net pension deficit for IMI’s non‑UK plans would increase, in the event of the following reasonable changes in the key assumptions above.| | 2025 Germany £m | 2024 Germany £m |
| :--- | :--- | :--- |
| Discount rate 0.1% pa lower | 0.4 | 0.5 |
| Salary increases 0.1% higher | – | 0.1 |
| Increase of one year in life expectancy | 1.5 | 1.6 |

	2025 Switzerland £m	2024 Switzerland £m
Discount rate 0.1% pa lower	1.1	1.4
Salary increases 0.1% higher	0.3	0.3
Increase of one year in life expectancy	1.5	1.4

	2025 Other overseas £m	2024 Other overseas £m
Discount rate 0.1% pa lower	0.1	–
Salary increases 0.1% higher	0.1	–
Increase of one year in life expectancy	0.1	0.1

In each case, all other assumptions are unchanged.

Consolidated income statement

In accordance with IAS 19, pension costs recorded through the consolidated income statement primarily represent the increase in the DBO based on employee service during the year and the interest on the net liability or surplus for DBOs in respect of employee service in previous years. The table below shows the cost reported in the consolidated income statement in respect of pension obligations (excluding defined benefit contributions):

2025	UK £m	Germany £m	Switzerland £m	Other overseas £m	Total £m
Current service cost	0.9	2.9	0.8	–	4.6
Settlement/curtailment	–	(0.1)	–	–	(0.1)
Recognition of losses/ (gains)	–	0.8	–	–	0.8
Pension expense – operating costs	0.9	3.6	0.8	–	5.3
Interest on DBO	11.4	1.4	1.0	0.5	14.3
Interest on assets	(11.2)	(0.2)	(1.0)	–	(12.4)
Interest expense/(income) – financing costs	0.2	1.2	–	0.5	1.9

2024	UK £m	Germany £m	Switzerland £m	Other overseas £m	Total £m
Current service cost	–	0.8	2.9	0.7	4.4
Settlement/curtailment	–	(0.6)	–	–	(0.6)
Recognition of gains	–	0.4	0.2	–	0.6
Pension expense – operating costs	–	0.6	3.1	0.7	4.4
Interest on DBO	13.7	1.5	1.2	0.5	16.9
Interest on assets	(13.5)	(0.3)	(1.2)	–	(15.0)
Interest expense/(income) – financing costs	0.2	1.2	–	0.5	1.9

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14. Retirement benefits continued

Overall reconciliation of changes in the net liability for DBOs

2025	DBO £m	Assets £m	Asset ceiling £m	Net defined benefit liability £m
Brought forward at start of year	(410.0)	362.8	(0.2)	(47.4)
Consolidated income Statement (charges)/credits
Current service cost	(4.6)	–	–	(4.6)
Past service credit – curtailment	0.1	–	–	0.1
Settlements gain/(loss)	227.6	(227.6)	–	–
Net interest (cost)/income on net DB (liability)	(14.3)	12.4	–	(1.9)
Immediate recognition of (losses)/gains – other long‑term benefits	(0.8)	–	–	(0.8)
Total charged to consolidated income statement	208.0	(215.2)	–	(7.2)
Remeasurements recognised in other comprehensive income
Actuarial loss due to actuarial experience	(4.3)	–	–	(4.3)
Actuarial gain due to financial assumption changes	25.4	–	–	25.4
Actuarial gain due to demographic assumption changes	1.0	–	–	1.0
Return on plan assets* less than discount rate	–	(14.0)	–	(14.0)
Change in asset ceiling	–	–	(0.4)	(0.4)
Total remeasurements recognised in other comprehensive income	22.1	(14.0)	(0.4)	7.7
Cash flows in the year
Employer contributions	–	6.9	–	6.9
Employee contributions	(2.5)	2.5	–	–
Benefits paid directly by the Company	4.1	–	–	4.1
Benefits paid from plan assets	16.5	(16.5)	–	–
Net cash inflow/(outflow)	18.1	(7.1)	–	11.0
Other movements
Changes in exchange rates	(7.6)	6.2	–	(1.4)
Total other movements	(7.6)	6.2	–	(1.4)
Carried forward at end of year	(169.4)	132.7	(0.6)	(37.3)

2024	DBO £m	Assets £m	Asset ceiling £m	Net defined benefit liability £m
Brought forward at start of year	(449.5)	401.0	(0.4)	(48.9)
Consolidated income Statement (charges)/credits
Current service cost	(4.4)	–	–	(4.4)
Past service credit – curtailment	0.6	–	–	0.6
Settlements gain/(loss)	–	–	–	–
Net interest (cost)/income on net DB (liability)	(16.9)	15.0	–	(1.9)
Immediate recognition of (losses)/gains – other long‑term benefits	(0.6)	–	–	(0.6)
Total charged to consolidated income statement	(21.3)	15.0	–	(6.3)
Remeasurements recognised in other comprehensive income
Actuarial loss due to actuarial experience	(2.0)	–	–	(2.0)
Actuarial gain due to financial assumption changes	36.5	–	–	36.5
Actuarial gain due to demographic assumption changes	0.1	–	–	0.1
Return on plan assets* less than discount rate	–	(36.3)	–	(36.3)
Change in asset ceiling	–	–	0.2	0.2
Total remeasurements recognised in other comprehensive income	34.6	(36.3)	0.2	(1.5)
Cash flows in the year
Employer contributions	–	2.8	–	2.8
Employee contributions	(2.4)	2.4	–	–
Benefits paid directly by the Company	4.3	–	–	4.3
Benefits paid from plan assets	16.2	(16.2)	–	–
Net cash inflow/(outflow)	18.1	(11.0)	–	7.1
Other movements
Changes in exchange rates	8.1	(5.9)	–	2.2
Total other movements	8.1	(5.9)	–	2.2
Carried forward at end of year	(410.0)	362.8	(0.2)	(47.4)

Net of management costs.

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15. Inventories

Accounting policy

Inventories are valued at the lower of cost and net realisable value. Due to the varying nature of the Group’s operations, both first in, first out and weighted average methodologies are employed. In respect of work in progress and finished goods, cost includes all direct costs of production and the appropriate proportion of production overheads. The Group sells a wide range of highly technical products and whilst they are designed and engineered to a high degree of precision and to customer specifications, there is a risk of products requiring modification, which can lead to excess or obsolete inventory. The amount of inventory provision recognised is disclosed below.

Inventories

	2025 £m	2024 £m
Raw materials and consumables	134.5	160.8
Work in progress	151.7	182.3
Finished goods	110.3	104.7
	396.5	447.8

Inventories are stated after:
Allowance for impairment: 62.5 (2025) / 60.8 (2024)

In 2025, the cost of inventories recognised as an expense (being segmental cost of sales) amounted to £1,210.6m (2024: £1,165.4m). In 2025, the write‑down of inventories to net realisable value amounted to £0.2m (2024: £2.0m). Write‑downs and reversals in both years relate to ongoing assessments of inventory obsolescence, excess inventory holding and inventory resale values across all of the Group’s businesses.

16. Trade and other receivables

Accounting policy

The recoverable amount of the Group’s receivables other than financial assets held at fair value is calculated as the present value of expected future cash flows, discounted at the original effective interest rate inherent in the asset. Receivables with a short duration of less than one year are not discounted. Other receivables comprise various assets across the Group, including sales tax receivables and other non‑trade balances. The expected credit loss is calculated based on the ageing of individual customers’ receivables, giving consideration to the geographical location in which they operate, historical collectability and the customer’s financial position, where this information is known.

Trade and other receivables

Current	2025 £m	2024 £m
Trade receivables	438.0	417.5
Prepayments	28.0	25.3
Accrued income	14.4	11.5
Other receivables*	81.9	85.9
	562.3	540.2

Receivables are stated after:
Allowance for impairment: 23.0 (2025) / 18.8 (2024)

Other receivables of £81.9m (2024: £85.9m) are composed of VAT £26.3m (2024: £30.5m), external customer retentions £12.3m (2024: £7.1m), contract assets £6.3m (2024: £18.0m), supplier progress billings £8.4m (2024: £9.7m), loan to the Group’s UK defined benefit pension scheme, together with accrued interest £9.0m (2024: £nil) and Other £19.6m (2024: £20.6m) .

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers, cash and cash equivalents held by the Group’s banks and other financial assets. At the end of 2025 these totalled £633.7m (2024: £599.2m).

Managing credit risk arising from customers

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, have less of an influence on credit risk. Our largest single customer accounted for 2% of our 2025 revenues (2024: 2%). Geographically, there is no unusual concentration of credit risk. The Group’s contract approval procedure ensures that large contracts are signed off at executive director level at which time the risk profile of the contract, including potential credit and foreign exchange risks, is reviewed. Credit risk is minimised through due diligence regarding potential customers, appropriate credit limits, cash flow management and the use of documentary credits where appropriate.

Notes to the consolidated financial statements continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025181

16. Trade and other receivables continued

Exposure to credit risk in respect of trade receivables

Carrying amount	2025 £m	2024 £m
UK	19.1	28.0
Germany	33.5	24.7
Rest of Europe	132.0	113.3
USA	74.9	86.0
Asia Pacific	94.3	94.4
Rest of World	84.2	71.1
Total	438.0	417.5

The maximum exposure to credit risk for trade receivables at the reporting date by segment is shown in the table below.

Carrying amount	2025 £m	2024 £m
Automation	332.1	308.7
Life Technology	105.9	108.8
Total	438.0	417.5

Impairment provisions for trade receivables

The ageing of trade receivables at the reporting date is shown in the following table.

	2025 Gross £m	2025 Impairment £m	2024 Gross £m	2024 Impairment £m
Not past due	349.9	–	334.1	(0.1)
Past due 1‑30 days	50.4	(0.4)	48.3	(0.4)
Past due 31‑90 days	25.4	(0.3)	18.5	(0.4)
Past due over 90 days	35.3	(22.3)	35.4	(17.9)
Total	461.0	(23.0)	436.3	(18.8)

The net movement in the allowance for impairment in respect of trade receivables during the year is shown in the below table.

	2025 £m	2024 £m
Net balance at 1 January	18.8	18.0
Acquisitions	–	1.7
Utilised during the year	(4.5)	(1.8)
Charged to the consolidated income statement	10.9	3.7
Released	(2.1)	(2.6)
Transfers to Assets held for sale in year	–	(0.2)
Exchange	(0.1)	–
Net balance at 31 December	23.0	18.8

Managing credit risk arising from counterparties

A group of relationship banks provides the bulk of the banking services, with pre‑approved credit limits set for each institution. Financial derivatives are entered into with these core banks and the credit exposure to these instruments is included when considering the credit exposure to the counterparties. At the end of 2025, credit exposure including cash deposited did not exceed £19.7m with any single institution (2024: £13.0m).

17. Financial assets and liabilities

Financial instruments included in the financial statements are measured at either fair value or amortised cost. The measurement of this fair value can in some cases be subjective, and can depend on the inputs used in the calculations.The Group generally calculates its own fair values using comparable observed market prices and a valuation model using the respective and relevant market data for the instrument being valued. The table below sets out the Group’s accounting classification of each class of financial assets and liabilities, and their fair values at 31 December 2025 and 31 December 2024. Under IFRS 9, all derivative financial instruments not in a hedge relationship are classified as derivatives at fair value through the consolidated income statement. The Group does not use derivatives for speculative purposes and transacts all derivatives with suitable investment‑grade counterparties. All transactions in derivative financial instruments are undertaken to manage the risks arising from the Group’s business activities. Notes to the consolidated financial statements continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025182

17. Financial assets and liabilities continued

Fair value	Designated in a hedge relationship (£m)	Other derivatives at fair value (£m)	Financial assets at fair value (£m)	Equity-accounted investments (re-presented)*** (£m)	At amortised cost (£m)	Total carrying value (£m)	Fair value if different (£m)
2025
Cash and cash equivalents					112.4	112.4
Bank overdrafts					(43.5)	(43.5)
Borrowings due within one year					(92.6)	(92.6)	(92.4)
Borrowings due after one year					(429.5)	(429.5)	(422.1)
Lease liabilities					(78.1)	(78.1)
Trade and other payables *					(453.8)	(453.8)
Trade receivables					438.0	438.0
Investments			0.2	2.3		2.5
Other current financial assets/(liabilities)
Derivative assets **	2.4	9.7				12.1
Derivative liabilities ***	(5.1)					(5.1)
Total	2.4	4.6	0.2	114.7	(659.5)	(537.6)
2024
Cash and cash equivalents					147.8	147.8
Bank overdrafts					(91.0)	(91.0)
Borrowings due within one year					(124.0)	(124.0)
Borrowings due after one year					(391.4)	(391.4)	(381.5)
Lease liabilities					(89.1)	(89.1)
Trade and other payables *					(481.5)	(481.5)
Trade receivables					417.5	417.5
Investments			0.3	1.9		2.2
Other current financial assets/(liabilities)
Derivative assets **	0.3	6.6				6.9
Derivative liabilities ***	(13.3)					(13.3)
Total	0.3	(6.7)	0.3	149.7	(759.5)	(615.9)

Trade and other payables exclude social security and taxation and include liabilities of £16.6m (2024: £13.5m) falling due after more than one year.
** Includes £nil (2024: £0.3m) falling due after more than one year.
*** Derivative liabilities include liabilities of £nil (2024: £0.2m) falling due after more than one year: £nil in 1‑2 years and £nil in 2‑3 years (2024: £0.2m in 1‑2 years and £nil in 2‑3 years). Derivative liabilities designated in a hedge relationship represent the fair value of unsettled net investment hedge derivatives. The increase in value of net investment hedge derivatives in the year of £2.1m is included in the consolidated statement of comprehensive income.
***Investments in SAIC CCI Valve Co Ltd and Hysights Pte Ltd, previously classified as financial assets at fair value, have been reclassified as equity‑accounted investments. Prior‑year comparatives have been re‑presented. The increase in other derivative assets and liabilities at fair value of £11.3m is recognised in the consolidated income statement and consists of £8.2m increase of unsettled net foreign currency and metal forward contracts, which are not designated as hedges for accounting purposes and an increase of £3.1m of forward contracts to be utilised against specific trade receivables and trade payables. There are no other financial liabilities included within payables disclosed above. Notes to the consolidated financial statements continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025183

17. Financial assets and liabilities continued

Fair value hierarchy

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 which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The following table shows the Group’s financial instruments held at fair value (excluding cash):

	Quoted prices in active markets for identical assets and liabilities (Level 1) (£m)	Significant other observable inputs (Level 2) (£m)	Total (£m)
As at 31 December 2025
Financial assets measured at fair value
Equity instruments*	0.2		0.2
Foreign currency forward contracts		12.1	12.1
	0.2	12.1	12.3
Financial liabilities measured at fair value
Foreign currency forward contracts		(5.1)	(5.1)
		(5.1)	(5.1)
Liabilities for which fair values are disclosed
Fixed rate borrowing		(514.5)	(514.5)
As at 31 December 2024
Financial assets measured at fair value
Equity instruments*	0.3		0.3
Foreign currency forward contracts		6.9	6.9
	0.3	6.9	7.2
Financial liabilities measured at fair value
Foreign currency forward contracts		(13.3)	(13.3)
		(13.3)	(13.3)
Liabilities for which fair values are disclosed
Fixed rate borrowing**		(381.5)	(381.5)

Equity instruments primarily relate to investments in funds in order to satisfy long‑term benefit arrangements.
** Prior‑year comparatives have been re‑presented to reflect the inclusion of fixed‑rate borrowings within liabilities for which fair values are disclosed.
*** Investments in SAIC CCI Valve Co Ltd and Hysights Pte Ltd, previously classified as financial assets at fair value, have been reclassified as equity‑accounted investments. Prior‑year comparatives have been re‑presented.

Valuation techniques for Level 2 inputs

Derivative assets and liabilities of £12.1m and £5.1m, respectively, are valued by level 2 techniques. The valuations are derived from discounted contractual cash flows using observable, and directly relevant, market interest rates and foreign exchange rates from market data providers. Fixed‑rate borrowings of £512.1 included within Level 2 in 2025 are valued using discounted cash flow techniques, with future contractual cash flows discounted using observable market interest rates reflecting the remaining term and credit characteristics of the instruments.

Valuation techniques for Level 3 inputs

At 31 December 2025, the Group held one external investment at fair value using significant unobservable (level 3) inputs. The valuation is derived using the cash flows of the investment which indicate a fair value of £nil.

Valuation methodology

Cash and cash equivalents, bank overdrafts, trade payables and trade receivables are carried at their book values as this approximates to their fair value due to the short‑term nature of the instruments. Long‑term and short‑term borrowings, apart from any that are subject to hedging arrangements, are carried at amortised cost as it is the intention that they will not be repaid prior to maturity, where this option exists. The fair values are evaluated by the Group based on parameters such as interest rates and relevant credit spreads. Long‑term borrowings that are subject to hedging arrangements are valued using appropriate discount rates to value the relevant hedged cash flows. Derivative assets and liabilities, including foreign exchange forward contracts, interest rate swaps and metal hedges, are valued using comparable observed market prices and a valuation model using foreign exchange spot and forward rates, interest rate curves and forward rate curves for the underlying commodities. Notes to the consolidated financial statements continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025184

18. Financial risk management

Overview

The Group’s activities expose it to a variety of financial risks: interest rate, foreign exchange and base metal price movements, in addition to funding and liquidity risks. The financial instruments used to manage these risks themselves introduce exposure to market risk and liquidity risk. The Board has overall responsibility for the establishment and oversight of the Group’s risk management framework. As described in the Corporate Governance Report on page 83 the Executive Committee monitors risk and internal controls and the Audit Committee monitors financial risk, while the other Board Committees also play a part in contributing to the oversight of risk. The Audit Committee oversees how Management monitors compliance with the Group’s financial risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the financial risks faced by the Group. The Group Assurance department undertakes both regular and ad‑hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee. The following sections discuss the management of specific financial risk factors in detail, including market risk, foreign exchange risk, interest rate risk, commodity risk and liquidity risk. The management of credit risk is disclosed in Note 16.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and commodity prices will affect the Group’s income and cash flows or the value of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters. Under the management of the central Treasury function, the Group enters into derivatives in the ordinary course of business and also manages financial liabilities in order to mitigate market risks. All such transactions are carried out within the guidelines set by the Board and are undertaken only if they relate to underlying exposures.# Foreign exchange risk

The Group publishes consolidated accounts in Sterling but conducts much of its global business in other currencies. As a result, it is subject to the risks associated with foreign exchange movements affecting transaction costs (transactional risk), translation of foreign profits (profit translation risk) and translation of the underlying net assets of foreign operations (asset translation risk).

Management of transactional risk

The Group’s wide geographical spread both in terms of cost base and customer locations helps to reduce the impact on profitability of swings in exchange rates as well as creating opportunities for central netting of exposures. It is the Group’s policy to minimise risk to exchange rate movements affecting sales and purchases by economically hedging or netting currency exposures at the time of commitment, or when there is a high probability of future commitment, using currency instruments (primarily forward exchange contracts). A proportion of forecast exposures are hedged depending on the level of confidence and hedging is periodically adjusted following regular reviews. On this basis over 50% of the Group’s annual exposures to transactional risk are likely to be hedged at any point in time and the Group’s net transactional exposure to different currencies varies from time to time.

Management of profit translation risk

The Group is exposed to the translation of profits denominated in foreign currencies into the Sterling‑based consolidated income statement. The interest cost related to the currency liabilities hedging the asset base provides a partial hedge to this exposure. Short‑term currency option contracts may be used to provide limited protection against Sterling strength on an opportunistic basis. The translation of US Dollar and Euro‑based profits represent the most significant translation exposures for the Group.

Management of asset translation risk

The Group hedges its net investments in its major overseas operations by way of external currency loans and forward currency contracts. The intention is to manage the Group’s exposure to gains and losses in Group equity resulting from the retranslation of currency net assets at balance sheet dates. To the extent that an instrument used to hedge a net investment in a foreign operation is determined to be an effective hedge, the gain or loss arising is recognised directly in the translation reserves. Any ineffective portion is recognised immediately in the consolidated income statement. In 2025 no ineffectiveness was recorded (2024: £nil). The Group have designated £148m (2024: £160m) of loans in a net investment hedge of USD net assets and £374m (2024: £355m) of EUR net assets. No ineffectiveness was recorded (2024: £nil) and a gain of £2.1m (2024: £3.8m gain) was taken to the translation reserve. The amount accumulated in this reserve in respect of gains/losses arising on hedging instruments designated in net investment hedges up to 31 December 2025 was an accumulated gain of £5.1m (2024: accumulated gain of £3.0m).

Notes to the consolidated financial statements continued
Strategic Report Additional Information Financial Statements Corporate Governance
IMI plc Annual Report 2025 185

18. Financial risk management continued

Currency profile of assets and liabilities

Assets and liabilities 2025	Cash* £m	Debt £m	Lease liabilities £m	Exchange contracts £m	Other net assets ** £m	Total net assets 2025 £m	Total net assets 2024 £m
Sterling	(54)	—	(9)	276	213	187	399
US Dollar	1	(148)	(4)	(151)	522	370	301
Euro	25	(374)	(23)	(176)	(548)	568	21
Other	97	—	(43)	(100)	(46)	364	319
Total	69	(522)	(79)	(532)	1,641	1,109	1,085

Cash is stated net of overdrafts.
** Other net assets includes leased assets: £6.7m Sterling (2024: £11.1m), £5.0m US Dollar (2024: £8.3m), £45.3m Euro (2024: £44.7m) and £22.1m Other (2024: £23.5m).

Exchange contracts and non‑Sterling debt are financial instruments used as currency hedges of overseas net assets.

Interest rate risk

The Group is exposed to a number of global interest rates through assets and liabilities denominated in jurisdictions to which these rates are applied, most notably US, Eurozone and UK rates. The Group is exposed to these because market movements in these rates will increase or decrease the interest charge recognised in the consolidated income statement.

Management of interest rate risk

The Group adopts a policy of maintaining a portion of its liabilities at fixed interest rates and reviewing the balance of the floating rate exposure to ensure that if interest rates rise globally, the effect on the consolidated income statement is manageable. Interest rates are managed using fixed and floating rate debt and financial instruments including interest rate swaps. Floating rate liabilities comprise short‑term debt which bears interest at short‑term bank rates and the liability side of exchange contracts where the interest element is based primarily on three‑month inter‑bank rates. All cash surpluses are invested for short periods and are treated as floating rate investments. Non‑interest bearing financial assets and liabilities, including short‑term trade receivables and payables, have been excluded from the following analysis.

Interest rate risk profile

The following table shows how much of our cash, interest‑bearing liabilities and exchange contracts attract both fixed and floating rate interest charges, and how this is analysed between currencies:

Assets and liabilities subject to interest rate risk 2025	Floating rate £m	Fixed rate £m	Debt and exchange contracts* £m	Cash and exchange contracts* £m	Weighted average fixed interest rate %	Weighted average period for which rate is fixed years
Sterling	(9)	222	213	213	—	—
US Dollar	(152)	1	(151)	(151)	3.9	0.6
Euro	(573)	25	(548)	(548)	3.0	4.3
Other	(143)	97	(46)	(46)	—	—
Total	(877)	345	(532)	213	(745)	—

Net of lease liabilities; £9m Sterling, £4m US Dollar, £23m Euro and £43m Other.

Assets and liabilities subject to interest rate risk 2024	Floating rate £m	Fixed rate £m	Debt and exchange contracts £m	Cash and exchange contracts £m	Weighted average fixed interest rate %	Weighted average period for which rate is fixed years
Sterling	—	173	173	173	—	—
US Dollar	(160)	—	(160)	(160)	3.9	1.6
Euro	(531)	36	(495)	(140)	(355)	2.3
Other	(98)	122	24	24	—	—
Total	(789)	331	(458)	57	(515)	—

Market risk sensitivity analysis on financial instruments

In estimating the sensitivity of the financial instruments, all other variables are held constant to determine the impact on profit before tax and equity. The analysis is for illustrative purposes only, as in practice, market rates rarely change in isolation. The values shown in the table below are estimates of the impact on financial instruments only. Actual results in the future may differ materially from these estimates. As such, this table should not be considered as a projection of likely future gains and losses in these financial instruments.

Sensitivity table

The outputs from the sensitivity analysis are estimates of the impact of market risk assuming that the specified changes occur only to the financial derivatives and do not reflect the opposite movement from the impact of the specific change on the underlying business that they are designed to hedge.

Notes to the consolidated financial statements continued
Strategic Report Additional Information Financial Statements Corporate Governance
IMI plc Annual Report 2025 186

18. Financial risk management continued

	1% decrease in interest rates £m	1% increase in interest rates £m	10% weakening in Sterling £m	10% strengthening in Sterling £m
At 31 December 2025
Impact on consolidated income statement: (loss)/gain	—	—	(21.3)	21.3
Impact on equity: (loss)/gain	—	—	(67.1)	67.1
At 31 December 2024
Impact on consolidated income statement: (loss)/gain	—	—	(17.5)	17.5
Impact on equity: (loss)/gain	—	—	(62.8)	62.8

Commodity risk

The Group’s operating companies purchase metal and metal components and are, therefore, exposed to changes in commodity prices. The Group manages this exposure through a centralised process hedging copper, zinc and aluminium using a combination of financial contracts and local supply agreements designed to minimise the volatility of short‑term margins.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

Management of liquidity risk

The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have adequate resources to meet its liabilities when they fall due, with sufficient headroom to cope with abnormal market conditions. This position is reviewed on a quarterly basis. Funding for the Group is co‑ordinated centrally by the Treasury function and comprises committed bilateral facilities with a core group of banks and a series of US loan note issues. The level of facilities is maintained such that facilities and term loans exceed the forecast peak gross debt of the Group over a rolling 12‑month view by an appropriate amount taking into account market conditions and corporate activity, including acquisitions, organic growth plans and share buybacks. In addition, we undertake regular covenant compliance reviews to ensure that we remain fully within those covenant limits.

At the end of 2025, the Group had undrawn committed facilities totalling £300.0m (2024: £300.0m) and was holding cash and cash equivalents of £112.4m (2024: £147.8m). There are no significant seasonal funding requirements or capital intensive investment areas for the Group.

Capital management

Overview

Capital management concerns the decision as to how the Group’s activities are financed and specifically, how much of the Group capital is provided by borrowings (or debt) and how much of it is financed with equity raised from the issue of share capital.The Board’s policy is to maintain a balance sheet with a broad capital base and the strength to sustain the future development of the business, including acquisitions. The capital base of the Group includes total equity and reserves and net debt. Employee benefit obligations net of deferred tax form part of the extended capital base. Management of this element of the capital base is discussed further in Note 14 of the financial statements. Undrawn committed funding facilities are maintained as described in Note 19 to provide additional capital for growth (including acquisitions and organic investments) and liquidity requirements as discussed above.

Capital base	2025 (£m)	2024 (£m)
Total equity	1,109	1,085
Gross debt including overdrafts	566	606
Gross cash including amounts held for sale	(116)	(148)
Capital base	1,559	1,543
Employee benefits and deferred tax assets	38	25
Extended capital base	1,597	1,568
Undrawn funding facilities	300	300
Available capital base	1,897	1,868

Part of the capital base is held in currencies to broadly match the currency base of the assets being funded as described in the asset translation risk section.

Debt or equity

The balance between debt and equity in the capital base of the Group is considered regularly by the Board in light of market conditions, business forecasts, growth opportunities and the ratio of net debt to adjusted EBITDA. Funding covenants currently limit net debt to a maximum of 3.0 times EBITDA. The net debt to EBITDA ratio at the end of 2025 was 1.0 times (2024: 1.0 times). Through the life of our five‑year plan, the Board would consider appropriate acquisitions that could take net debt up to 2.5 times EBITDA on acquisition, provided that a clear plan exists to reduce this ratio back to under 2.0 times. It is expected that at these levels our debt would continue to be perceived as investment grade. The potential benefits to equity shareholders of greater leverage are offset by higher risk and the cost and availability of funding. The Board will consider raising additional equity in the event that it is required to support the capital base of the Group.

Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025 187

19. Net debt

Net debt is the Group’s key measure used to evaluate total outstanding debt, net of the current cash resources. Some of the Group’s borrowings (and cash) are held in foreign currencies. Movements in foreign exchange rates affect the Sterling value of the net debt. Cash and cash equivalents comprises cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

Movement in net debt	2025 (£m)	2024 (£m)
Adjusted EBITDA *	549.5	526.3
Working capital movements	2.5	(21.5)
Capital and development expenditure	(98.6)	(91.5)
Provisions and employee benefit movements **	3.2	(1.7)
Principal elements of lease payments	(27.8)	(28.6)
Other	11.4	18.8
Adjusted operating cash flow *	440.2	401.8
Adjusting items	(32.2)	(40.7)
Tax paid	(99.7)	(97.9)
Interest	(15.8)	(14.8)
Derivatives	(2.6)	14.6
Free cash flow before corporate activity	289.9	263.0
Dividends paid to equity shareholders	(80.6)	(76.0)
Acquisition and disposal of subsidiaries	(0.7)	-
Net purchase of own shares	(200.1)	(97.1)
Net cash flow (excluding debt movements)	9.2	89.2

Adjusted profit after tax of £330.0m (2024: £317.0m) before interest £17.7m (2024: £16.7m), tax £112.4m (2024: £101.8m), depreciation £70.2m (2024: £71.0m), amortisation £17.6m (2024: £19.8m) and impairment £1.6m (2024: £nil).
** Movement in provisions and employee benefits as per the statement of cash flows was £11.8m (2024: £4.3m) adjusted for the movement in the restructuring provisions of £15.0m (2024: £6.0m).
*** Adjusted operating cash flow is the cash generated from the operations shown in the statement of cash flows less cash spent acquiring property, plant and equipment, non‑acquired intangible assets and investments; plus cash received from the sale of property, plant and equipment and the sale of investments, excluding the cash impact of adjusting items. This measure best reflects the operating cash flows of the Group.

Reconciliation of net cash to movement in net debt	2025 (£m)	2024 (£m)
Net increase in cash and cash equivalents, excluding foreign exchange	9.1	37.4
Less: cash disposed	1.8	-
Net repayment of borrowings excluding foreign exchange and net debt disposed/acquired	0.1	50.0
Decrease in net debt before acquisitions, disposals and foreign exchange	9.2	89.2
Net debt acquired/cash disposed	(4.7)	-
Currency translation differences	(0.3)	(4.7)
Movement in lease liabilities	6.0	11.1
Movement in net debt in the year	14.9	90.9
Net debt at the start of the year	(547.7)	(638.6)
Net debt at the end of the year	(532.8)	(547.7)

Reconciliation of adjusted operating cash flow to cash flow statement	2025 (£m)	2024 (£m)
Cash generated from operations	515.0	469.5
Principal lease payments	(27.8)	(28.6)
Settlement of transactional derivatives	(4.9)	(2.9)
Acquisition of property, plant and equipment and non‑acquired intangibles	(98.6)	(91.5)
Adjusting items	24.2	40.7
Purchase of investments	(0.4)	(1.0)
Proceeds from sale of property, plant and equipment	32.7	15.6
Adjusted operating cash flow	440.2	401.8

Reconciliation of cash and cash equivalents to the cashflow	2025 (£m)	2024 (£m)
Cash and cash equivalents in current assets	112.4	147.8
Bank overdraft in current liabilities	(43.5)	(91.0)
Cash and cash equivalents classified as held for sale	3.5	-
Cash and cash equivalents	72.4	56.8

Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025 188

19. Net debt continued

Analysis of net debt

	Cash and cash equivalents (£m)	Borrowings due within one year (£m)	Borrowings due after more than one year (£m)	Lease creditors (£m)	Total net debt (£m)
At 1 January 2024	40.2	(47.2)	(531.4)	(100.2)	(638.6)
Lease additions, extensions, terminations and payment changes	-	-	-	(20.0)	(20.0)
Lease payments and interest	-	-	-	28.6	28.6
Cash flow excluding settlement of currency derivatives hedging balance sheet and net cash/debt disposed of/acquired	13.0	(80.4)	130.4	-	63.0
Cash acquired/(disposed)	(1.8)	(2.9)	-	-	(4.7)
Settlement of currency derivatives hedging balance sheet	11.7	-	-	-	11.7
Currency translation differences	(6.3)	6.5	9.6	2.5	12.3
At 31 December 2024	56.8	(124.0)	(391.4)	(89.1)	(547.7)
Lease additions, extensions, terminations and payment changes	-	-	-	(19.1)	(19.1)
Lease payments and interest	-	-	-	27.8	27.8
Cash flow excluding settlement of currency derivatives hedging balance sheet	18.0	24.0	(24.0)	-	18.0
Settlement of currency derivatives hedging balance sheet	(7.5)	-	-	-	(7.5)
Currency translation differences	1.6	7.4	(14.1)	2.3	(2.8)
Assets/(liabilities) associated with assets classified as held for sale	3.5	-	(5.0)	-	(1.5)
At 31 December 2025	72.4	(92.6)	(429.5)	(83.1)	(532.8)

Undrawn committed facilities

The Group has various undrawn committed borrowing facilities. The facilities available at 31 December in respect of which all conditions precedent had been met were as follows:

	2025 (£m)	2024 (£m)
Expiring within one year	50.0	75.0
Expiring between one and two years	50.0	50.0
Expiring after more than two years	200.0	175.0
Total	300.0	300.0

The weighted average life of these facilities is 2.0 years (2024: 2.6 years).

Notes to the consolidated financial statements continued
Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025 189

19. Net debt continued

Terms and debt repayment schedule

The terms and conditions of cash and cash equivalents, outstanding loans, lease liabilities and derivative financial liabilities were as follows:

2025	Effective interest rate %	Carrying value £m	Contractual cash flows £m	<1 year £m	1 to 2 years £m	2 to 3 years £m	3 to 4 years £m	4 to 5 years £m	5 years and over £m
Cash and cash equivalents	Floating	112.4	112.4	112.4	-	-	-	-	-
Cash and cash equivalents classified as held for sale	Floating	3.5	3.5	3.5	-	-	-	-	-
US loan notes 2026	3.86%	(92.6)	(93.4)	(93.4)	-	-	-	-	-
US loan notes 2027	3.92%	(55.5)	(58.4)	(2.2)	(56.2)	-	-	-	-
US loan notes 2028	1.53%	(69.6)	(72.0)	(1.1)	(1.1)	(69.8)	-	-	-
US loan notes 2029	3.30%	(87.0)	(97.1)	(2.9)	(2.9)	(2.9)	(88.4)	-	-
US loan notes 2030	3.40%	(87.0)	(100.5)	(3.0)	(3.0)	(3.0)	(3.0)	(88.5)	-
US loan notes 2031	3.58%	(65.2)	(77.4)	(2.3)	(2.3)	(2.3)	(2.3)	(2.3)	(65.9)
US loan notes 2032	3.72%	(65.2)	(80.3)	(2.4)	(2.4)	(2.4)	(2.4)	(2.4)	(68.3)
Bank overdrafts	Floating	(43.5)	(43.5)	(43.5)	-	-	-	-	-
Lease liabilities	Various	(78.1)	(91.7)	(26.2)	(21.6)	(15.7)	(10.8)	(5.8)	(11.6)
Lease liabilities directly associated with assets classified as held for sale	Various	(5.0)	(5.0)	(5.0)	-	-	-	-	-
Derivative financial liabilities	-	(5.1)	(5.1)	(5.1)	-	-	-	-	-
Total		(537.9)	(608.5)	(71.2)	(89.5)	(96.1)	(106.9)	(99.0)	(145.8)

2024	Effective interest rate %	Carrying value £m	Contractual cash flows £m	<1 year £m	1 to 2 years £m	2 to 3 years £m	3 to 4 years £m	4 to 5 years £m	5 years and over £m
Cash and cash equivalents	Floating	147.8	147.8	147.8	-	-	-	-	-
US loan notes 2025	1.39%	(124.0)	(124.5)	(124.5)	-	-	-	-	-
US loan notes 2026	3.86%	(100.0)	(104.9)	(3.9)	(101.0)	-	-	-	-
US loan notes 2027	3.92%	(60.0)	(65.4)	(2.4)	(2.4)	(60.6)	-	-	-
US loan notes 2028	1.53%	(66.1)	(69.2)	(1.0)	(1.0)	(1.0)	(66.2)	-	-
US loan notes 2029	3.30%	(82.6)	(94.7)	(2.7)	(2.7)	(2.7)	(2.7)	(83.9)	-
US loan notes 2030	3.40%	(82.6)	(98.0)	(2.8)	(2.8)	(2.8)	(2.8)	(2.8)	(84.0)
Bank overdrafts	Floating	(91.0)	(91.0)	(91.0)	-	-	-	-	-
Lease liabilities*	Various	(89.1)	(101.3)	(25.2)	(22.5)	(17.1)	(11.6)	(9.2)	(15.7)
Derivative financial liabilities	-	(13.3)	(13.3)	(13.1)	(0.2)	-	-	-	-
Total		(560.9)	(614.5)	(118.8)	(132.6)	(84.2)	(83.3)	(95.9)	(99.7)

Contractual cash flows include undiscounted committed interest cash flows and, where the amount payable is not fixed, the amount disclosed is determinedby reference to the conditions existing at the reporting date. * Prior year comparatives have been re‑presented to include the associated expected interest cost.

Notes to the consolidated financial statements continued
Strategic Report Additional Information
Financial Statements
Corporate Governance
IMI plc Annual Report 2025 190

19. Net debt continued

Changes in liabilities arising from financing activities

The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non‑cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s consolidated cash flow statement as cash flows from financing activities.

2025	1 January 2025 £m	Financing cash flows * £m	Acquisition of subsidiary £m	Lease changes £m	Exchange £m	Other ** £m	31 December 2025 £m
US loan notes	(515.4)	-	-	-	(6.7)	-	(522.1)
Lease liabilities	(89.1)	30.7	-	(19.0)	(2.8)	2.1	(78.1)
Total	(604.5)	30.7	-	(19.0)	(9.5)	2.1	(600.2)

2024	1 January 2024 £m	Financing cash flows * £m	Acquisition of subsidiary £m	Lease changes £m	Exchange £m	Other ** £m	31 December 2024 £m
Acquired loan	-	2.9	(2.9)	-	-	-	-
Term loan	(47.2)	47.1	-	-	0.1	-	-
US loan notes	(531.4)	16.0	-	-	-	-	(515.4)
Lease liabilities	(100.2)	31.4	(0.5)	(19.5)	2.5	(2.8)	(89.1)
Total	(678.8)	81.4	(3.4)	(19.5)	18.6	(2.8)	(604.5)

Financing cash flows exclude the impact of interest paid.
** Includes IFRS 16 interest payments £2.9m (2024: £2.8m) and the reclassification of liabilities directly associated with assets classified as held for sale £5.0m (2024: £nil).

Interest-bearing loans and borrowings

The Group borrows money from financial institutions in the form of bonds and other financial instruments. These generally have fixed interest rates and are for a fixed term or are drawn from committed borrowing facilities that generally have floating interest rates. For more information about the Group’s exposure to interest rate and foreign currency risk, see Note 18.

	2025 £m	2024 £m
Current liabilities
Unsecured loan notes and other loans	92.6	124.0
Lease liabilities	23.8	23.2
Total	116.4	147.2
Non-current liabilities
Unsecured loan notes and other loans	429.5	391.4
Lease liabilities	54.3	65.9
Total	483.8	457.3

20. Provisions

Accounting policy

A provision is recorded instead of a payable when uncertainty exists over the timing and amount of the cash outflow. Provisions are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated. Provisions are valued at Management’s best estimate of the amount required to settle the present obligation at the balance sheet date. A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly. The recognition of a provision requires estimation. The principal estimates made in respect of the Group’s provisions using the best estimate methodology (with the exception of indemnity provisions as noted below) concern the timing and amount of payments required to:
– cover the costs of known restructuring projects;
– reimburse customers for potential product warranty claims;
– ensure that current and former manufacturing sites meet relevant environmental standards;
– reflect the estimated outcome of ongoing legal disputes; and
– provide against indemnities following the disposal of subsidiaries.

Notes to the consolidated financial statements continued
Strategic Report Additional Information
Financial Statements
Corporate Governance
IMI plc Annual Report 2025 191

20. Provisions continued

Analysis of the Group’s provisions:

	Trade warranties £m	Environmental & legal £m	Restructuring £m	Total £m
Current	24.5	9.8	0.4	34.7
Non‑current	1.6	5.7	1.2	8.5
At 1 January 2025	26.1	15.5	1.6	43.2
Arising during the year	1.5	4.5	0.8	6.8
Released during the year	(2.0)	(0.5)	-	(2.5)
Utilised during the year	(14.5)	(4.0)	-	(18.5)
Exchange adjustment	0.8	0.1	-	0.9
At 31 December 2025	11.9	15.6	2.4	29.9
Current	11.2	10.6	0.3	22.1
Non‑current	0.7	5.0	2.1	7.8

Restructuring

The restructuring provision reflects residual amounts committed but not spent in relation to a number of specific projects. The opening balance of £26.1m primarily relates to the expected redundancy payments for facility closures. The majority of the outflow relating to the remaining provision as at 31 December 2025 is expected in 2026.

Trade warranties

The Group sells a wide range of highly technical products and whilst they are designed and engineered to a high degree of precision and to customer specifications, there is a risk of products requiring modification, which can lead to warranty claims. Trade warranties are given in the normal course of business and cover a range of periods, typically one to two years, with the expected amounts falling due in less than and greater than one year separately analysed, as above. The provision represents the directors’ best estimate of the Group’s liability based on past experience.

Environmental and legal

Environmental and legal provisions recognise the Group’s obligation to remediate contaminated land at a number of current and former sites, together with current legal cases for which a settlement is considered probable. Due to the long‑term nature of the liabilities, the timescales are uncertain and the provisions represent the directors’ best estimates of these costs.

21. Trade and other payables

	2025 £m	2024 £m
Current
Trade payables	143.3	146.2
Social security and other taxation	32.1	27.9
Accruals	53.3	45.4
Deferred income	0.4	0.7
Progress billings and advance payments from customers	91.3	126.7
Other payables	148.9	149.0
	469.3	495.9
Non-current
Other payables	16.6	13.5
	485.9	509.4

£94.5m of the £126.7m progress billings and advance payments from customers held at the prior year‑end, were recognised as revenue during the year. £62.8m of the £96.8m progress billings and advance payments from customers held at 31 December 2023, were recognised as revenue during the 2024 financial year. Other payables includes costs for services and professional fees invoiced at the balance sheet date.

22. Share capital

The movement in the number of ordinary shares of 28 4/7p each issued by IMI plc is as follows:

	2025 Number (m)	2025 Value (£m)	2024 Number (m)	2024 Value (£m)
In issue at the start of the year	269.7	77.1	275.1	78.6
Issued to satisfy employee share schemes	0.1	-	0.1	0.1
Share cancellations	(10.1)	(2.9)	(5.5)	(1.6)
In issue at the end of the year	259.7	74.2	269.7	77.1

All issued share capital at 31 December 2025 and 2024 is fully paid and conveys the same rights.

Notes to the consolidated financial statements continued
Strategic Report Additional Information
Financial Statements
Corporate Governance
IMI plc Annual Report 2025 192

22. Share capital continued

Share movements in the year

Movements in shares due to share issues and purchases during the year were as follows:

Number of ordinary shares of 28 4/7p each (million)	Employee Benefit Trust	Other Treasury	Total
In issue at 31 December 2024	0.8	255.2	13.7
New issues to satisfy employee share scheme awards	0.1	-	-
Market purchases	-	(10.1)	10.1
Share cancellations	-	(10.1)	-
Transfer shares from treasury to employee benefit trust	1.0	-	(1.0)
Shares allocated under employee share schemes	(0.7)	-	-
At 31 December 2025	1.1	245.9	12.7

During the year 0.1m (2024: 0.1m) shares were issued under employee share schemes realising £1.4m (2024: £1.4m).

Employee Benefit Trust

The Employee Benefit Trust made no market purchases during 2025 (2024: nil). Share options exercised in 2025 were settled using the shares in the Group’s Employee Benefit Trust. In 2025, 0.1m (2024: 0.1m) shares were issued for cash of £nil (2024: £nil). Of the 13.8m (2024: 14.5m) shares held within retained earnings, 1.1m (2024: 0.8m) shares with an aggregate market value of £26.8m (2024: £14.3m) are held in trust to satisfy employee share scheme vesting.

23. Acquisitions

There were no acquisitions during 2025.

Acquisitions in 2024

On 31 October 2024 the Group acquired 100% of the share capital, and associated voting rights, of TWTG Group B.V. (TWTG) for initial purchase consideration of £18.2m. TWTG is a leader in smart connected asset monitoring solutions for process industries based in Rotterdam, the Netherlands. This acquisition has been accounted for as a business combination and the accounting, including the purchase price allocation, was finalised during 2025. The goodwill recognised includes certain intangible assets that cannot be separately identified and measured due to their nature. This includes control over the acquired business, the skills and experience of the assembled workforce, the increase in scale, synergies and the future growth opportunities that the business provides to the Group’s operations. Acquisition costs of £0.7m were recognised in the consolidated income statement in 2024.

Fair value at 31 October 2024	TWTG Group B.V. (TWTG) £m
Other intangible assets	9.5
Property, plant and equipment	0.1
Right‑of‑use assets	0.5
Inventories	2.2
Trade and other receivables	1.9
Cash and cash equivalents	0.5
Trade and other payables	(1.6)
Interest‑bearing loans and borrowings	(2.9)
Lease liabiilities	(0.5)
Deferred taxation	(2.2)
Total identified net assets at fair value	7.5
Goodwill arising on acquisition	10.7
Purchase consideration	18.2

The revenue and adjusted operating profit included in the income statement for 2024 contributed by TWTG was £1.0m and £0.3m, respectively. If the acquisition had taken place on 1 January 2024, TWTG would have contributed revenue and operating profit of £7.4m and £1.0m, respectively.

24.Disposals

There were no disposals of subsidiaries during 2025.

Disposals in 2024

The Group disposed of its French subsidiary, Industrie Mecanique Pour Les Fluides SA, on 25 April 2024 for proceeds of £18.5m, resulting in a gain on disposal for the Group of £6.3m after disposing of £11.5m of net assets and incurring £1.0m of associated disposal costs, partly offset by recycling a foreign exchange gain from reserves of £0.3m. This disposal was not disclosed as a discontinued item because it did not represent a separate major line of business.

25 April 2024	£m
Sale consideration	18.5
Net assets disposed	(11.5)
Costs of disposal	(1.0)
Foreign exchange gain reclassified on disposal	0.3
Gain on disposal	6.3

Net cash flow arising on disposal	£m
Sale consideration	18.5
Cash costs of disposal	(1.0)
Cash transferred to purchaser	(2.3)
Net cash flow arising on disposal of operations	15.2

Notes to the consolidated financial statements continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025 193

25. Contingent liabilities

A contingent liability is a liability that is not sufficiently certain to qualify for recognition as a provision due to uncertainty over its outcome. The Group’s contingent liabilities primarily relate to guarantees given in the normal course of business and other similar items. At the reporting date, these amounted to £154m (2024: £154m), representing management’s best estimate of the potential financial exposure. The amount and timing of any outflow remain uncertain, and no reimbursement is expected.

26. Related party transactions

Related parties include the key management personnel. The Board, including the non‑executive directors, are considered to be the key management personnel of the Group.

	2025 £m	2024 £m
Short‑term employee benefits*	4.8	5.1
Share‑based payments **	1.8	2.6
Total	6.6	7.7

Short‑term employee benefits comprise salary, including employers’ social contributions, benefits earned during the year and bonuses awarded for the year.
** For details of the shared‑based payment charge for key management personnel, see Note 6.

Transactions with associated companies	2025 £m	2024 £m
Sales to associated companies	0.6	1.4
Purchases from associated companies	–	–
Total	0.6	1.4
Accounts receivable	1.1	1.2
Accounts payable	–	–

An investment of £0.3m was made during the year in ThermoTune Pte Ltd. There are no other related party transactions.

27. Assets held for sale

The major classes of assets and liabilities of the Truflo Marine business classified as held for sale as at 31 December 2025 are, as follows:

2025 Assets	Notes	£m
Goodwill	11	13.6
Intangible assets	11	0.2
Property, plant and equipment	12	8.4
Right‑of‑use assets	13	4.2
Inventories		22.9
Trade and other receivables		10.2
Cash and short‑term deposits		3.5
Assets classified as held for sale		63.0

2025 Liabilities	Notes	£m
Trade and other payables		(35.9)
Current tax		(1.9)
Lease liabilities	13	(5.0)
Deferred tax liability	9	(1.3)
Liabilities directly associated with assets held for sale		(44.1)
Net assets directly associated with disposal group		18.9

28. Subsequent events

Events that occur in the period between 31 December and the date of approval of the Annual Report can be categorised as adjusting or non‑adjusting depending on whether the condition existed at 31 December. If the event is an adjusting event, then an adjustment to the results is made. If a non‑adjusting event after the year‑end is material, non‑disclosure could influence decisions that readers of the financial statements make. Accordingly, for each material non‑adjusting event after the reporting period we disclose the nature of the event and an estimate of its financial effect, or a statement that such an estimate cannot be made.

UK Defined Benefit Pension Scheme
The UK Defined Benefit Pension Scheme has completed the full buy‑out of all member liabilities with authorised insurance companies, including the final tranche shortly after the year end. As a result, the Scheme has no remaining members, the Group has discharged all ongoing defined benefit pension obligations, and the Scheme is expected to enter wind‑up in due course.

Notes to the consolidated financial statements continued Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025 194

Company balance sheet At 31 December 2025

	Notes	2025 £m	2024 £m
Fixed assets
Investments	C5	562.7	566.7
Property, plant and equipment	C6	0.9	0.8
		563.6	567.5
Current assets
Debtors	C7	15.5	12.9
Deferred tax assets	C8	6.9	6.1
Cash at bank and in hand		1.6	1.1
		24.0	20.1
Creditors: amounts falling due within one year
Other creditors	C9	(8.8)	(9.3)
Net current assets		15.2	10.8
Total assets less current liabilities		578.8	578.3
Net assets		578.8	578.3
Capital and reserves
Called up share capital	C10	74.2	77.1
Share premium account		19.6	18.3
Capital redemption reserve		182.1	179.2
Profit and loss account		302.9	303.7
Equity shareholders’ funds		578.8	578.3

The Company reported a profit for the financial year ended 31 December 2025 of £269.2m (2024: £163.6m).
Approved by the Board of Directors on 5 March 2026 and signed on its behalf by:
Jamie Pike Chair

Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025 195

Company statement of changes in equity for the year

	Share capital £m	Share premium £m	Redemption reserve £m	Retained earnings £m	Parent equity £m
At 1 January 2024	78.6	17.0	177.6	303.7	576.9
Retained profit for the year				163.6	163.6
Dividends paid on ordinary shares*				(76.0)	(76.0)
Shares issued in the year	0.1	1.3			1.4
Share‑based payments				10.8	10.8
Cancellation of Treasury shares	(1.6)		1.6	–	–
Proceeds from employee share scheme trust*				2.0	2.0
Share buyback programme				(100.4)	(100.4)
At 31 December 2024	77.1	18.3	179.2	303.7	578.3
Retained profit for the year				269.2	269.2
Dividends paid on ordinary shares*				(80.6)	(80.6)
Shares issued in the year		1.3			1.3
Share-based payments				12.0	12.0
Cancellation of Treasury shares	(2.9)		2.9	–	–
Share buyback programme				(201.4)	(201.4)
At 31 December 2025	74.2	19.6	182.1	302.9	578.8

Details of treasury and employee trust share scheme movements are contained in Note 22 of the Group financial statements and details of dividends paid and proposed in the year are shown in Note C4.
All of the retained earnings held at both 31 December 2025 and 31 December 2024 are considered to be distributable reserves.

Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025 196

C1. Material accounting policy information

The following accounting policies have been applied consistently in dealing with items considered material in relation to the financial statements, except where otherwise noted below:

Basis of accounting
The financial statements were prepared in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101). The Company has not presented a separate profit and loss account as permitted by Section 408 of the Companies Act 2006.
The Company has taken advantage of the following disclosure exemptions under FRS 101:
a) the requirements of paragraphs 45(b) and 46‑52 of IFRS 2 ‘Share‑based Payment’;
b) the requirements of IFRS 7 ‘Financial Instruments’;
c) the requirements of paragraphs 91‑99 of IFRS 13 ‘Fair Value Measurement’;
d) the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative information in respect of paragraph 79(a)(iv) of IAS 1 ‘Presentation of Financial Statements’;
e) the requirements of paragraphs 10(d), 10(f) and 134‑136 of IAS 1 ‘Presentation of Financial Statements’;
f) the requirements of paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 ‘Statement of Cash Flows’;
g) the requirements of paragraphs 30 and 31 of IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’;
h) the requirements of paragraph 17 of IAS 24 ‘Related Party Disclosures’; and
i) the requirements in IAS 24 ‘Related Party Disclosures’ to disclose related party transactions entered into between two or more members of the Group, provided that any subsidiary which is party to the transaction is wholly owned by such a member.

Related party transactions with the Company’s key management personnel are disclosed in the Remuneration Report on pages 117 to 119 and in Note 26 of the Group financial statements.

Critical judgements and key sources of estimation uncertainty
The preparation of financial statements requires Management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for income and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. There were no critical judgements or key sources of estimation uncertainty applied in 2025 or in 2024.

Foreign currencies
The Company’s functional currency and presentation currency is Sterling. Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies have been translated into Sterling at the rates of exchange ruling at the balance sheet date and the gains or losses on translation are included in the profit and loss account.

Investments
Investments in subsidiaries are accounted for at cost less any provision for impairment. The Company’s cost of investments in subsidiary undertakings is stated at the aggregate of (a) the cash consideration and either (b) the nominal value of the shares issued as consideration when Section 612 of the Companies Act 2006 applies, or (c) in all other cases the market value of the Company’s shares on the date they were issued as consideration.### Taxation
The charge for taxation is based on the profit for the year and takes into account taxation deferred because of temporary differences between the treatment of certain items for taxation and accounting purposes. Deferred tax is recognised in respect of all temporary differences between the treatment of certain items for taxation and accounting purposes that have arisen but not reversed by the balance sheet date, except as otherwise required by IAS 12 ‘Income Taxes’. Deferred tax is measured at the tax rates that are expected to apply when the temporary differences reverse, based on the tax laws that have been enacted or substantively enacted by the balance sheet date. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the temporary difference can be utilised.

Equity and equity-related compensation benefits

The Company operates a number of equity and equity‑related compensation benefits as set out in Note 6 to the Group financial statements. The fair value of the employee services received in exchange for the grant of the options is recharged in full to the principal employing company and accordingly there is no net charge recorded in the Company’s financial statements. The recharged amount is recognised as a debtor falling due for payment within one year. The total amount recharged over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non‑market vesting conditions (for example, profitability and sales growth targets). Non‑market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. The fair value of the options at the date of grant is determined based on the Monte Carlo and Black‑Scholes option‑pricing models. At each balance sheet date, the Company revises its estimate of the number of options that are expected to vest. It recognises the impact of the revision of original estimates, if any, in the amount recharged to subsidiary undertakings. For newly issued shares, the proceeds received, net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

Company notes to the financial statements
Strategic Report Additional Information
Financial Statements
Corporate Governance
IMI plc Annual Report 2025 197

C1. Material accounting policy information continued

Treasury shares

The consideration paid by the Company on the acquisition of treasury shares is charged directly to retained earnings in the year of purchase. 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 taken to share premium. If treasury shares are subsequently cancelled, the nominal value of the cancelled shares is transferred from share capital to the capital redemption reserve. No gain or loss is recognised on the purchase, sale or cancellation of treasury shares.

Dividends

Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that they are authorised and are no longer at the discretion of the Company. Unpaid dividends that do not meet these criteria are disclosed in the notes to the financial statements.

C2. Remuneration of directors

The detailed information concerning directors’ emoluments, shareholdings and options are shown in the audited section of the Remuneration Report on pages 117 to 119, Note 5 and Note 26 of the Group financial statements.

C3. Staff numbers and costs

The number of people employed by the Company, including directors, during the year was 24 (2024: 30), all of whom were employed in administrative roles. The costs associated with them were borne by a subsidiary undertaking. The Company participates in the IMI UK Funds, which are defined benefit schemes in which the assets are held independently. The total net defined benefit costs of these funds are borne by a subsidiary undertaking and therefore in accordance with IAS 19, no net defined benefit costs are recognised in the Company’s financial statements. Note 14 to the Group financial statements provides further details regarding the defined benefit schemes.

C4. Dividends

The aggregate amount of dividends comprises:

	2025 £m	2024 £m
Prior year final dividend paid – 21.1p per qualifying ordinary share (2024: 19.2p)	53.5	50.0
Current year interim dividend paid – 11.0p per qualifying ordinary share (2024: 10.0p)	27.1	26.0
Aggregate amount of dividends paid in the financial year	80.6	76.0

Dividends paid in the year of £80.6m represent 32.1p per share (2024: 29.4p). After the balance sheet date the following dividends were proposed by the directors. The dividends have not been provided for and there are no income tax consequences.

	2025 £m	2024 £m
Current year final dividend – 23.2p per qualifying ordinary share (2024: 21.1p)	57.1	53.9

Dividends proposed after the balance sheet date may differ from the final dividend paid. This is a result of the final number of qualifying shares entitled to dividends differing from those in issue at the balance sheet date.

C5. Fixed assets – investments

	2025 £m	2024 £m
Investments in subsidiary undertakings	173.2	173.2
Loans owed by subsidiary undertakings	389.5	393.5
Total	562.7	566.7

Details of subsidiary undertakings as at 31 December 2025 are shown on pages 208 to 213. The loan due from subsidiary undertakings is due for repayment on 31 December 2027. The loan is unsecured and interest is calculated using SONIA plus a fixed percentage of 1.86%.

C6. Fixed assets – Property, plant and equipment

Items of property, plant and equipment are stated at cost less accumulated depreciation. Additions during the year relate to signage costs at various IMI sites following the launch of the new IMI brand in February 2024.

Signage costs	£m	Total £m
As at 1 January 2024	–	–
Additions	0.8	0.8
As at 31 December 2024	0.8	0.8
As at 1 January 2025	0.8	0.8
Additions	0.2	0.2
Depreciation	(0.1)	(0.1)
As at 31 December 2025	0.9	0.9

C7. Debtors

	2025 £m	2024 £m
Falling due for payment within one year:
Amounts owed by subsidiary undertakings	15.5	12.9
Total	15.5	12.9

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C8. Deferred tax

The deferred tax included in the balance sheet is as follows:

	2025 £m	2024 £m
Employee benefits and share‑based payments	6.9	6.1
Deferred tax asset included in the balance sheet	6.9	6.1

Reconciliation of movement in deferred tax asset:

	2025 £m	2024 £m
At 1 January	6.1	6.4
Adjustment in respect of prior years	–	–
Deferred tax credit in the profit and loss account	(0.3)	(0.3)
Deferred tax charge in equity	1.1	–
At 31 December	6.9	6.1

The rate of corporation tax in the UK for 2025 was 25.0% (2024: 25.0%). UK deferred tax assets and liabilities have therefore been calculated using a rate of 25.0% (2024: 25.0%).

C9. Other creditors falling due within one year

	2025 £m	2024 £m
Corporation tax	7.4	8.2
Other payables	1.4	1.1
Total	8.8	9.3

C10. Share capital

	2025 £m	2024 £m
Issued and fully paid 259.7m (2024: 269.7m) ordinary shares of 28 4/7p each	74.2	77.1

C11. Contingencies

Contingent liabilities relating to guarantees in the normal course of business and other items amounted to £70.1m (2024: £71.8m). There is a right of set‑off with three of the Company’s banks relating to the balances of the Company and a number of its wholly owned UK subsidiaries. Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group, the Company considers these to be insurance arrangements, and accounts for them as such. In this respect, the Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee.

C12. Subsequent events

On 5 March 2026, IMI plc received a dividend of £350 million from its wholly owned subsidiary, IMI Group Limited.

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Strategy section deep dive – climate-related opportunities and risks and scenario analysis

Background

Over the past three years, we have improved our climate-related financial disclosures and periodic review processes. Collaborating closely with third-party consultant, Ricardo, we have enhanced the identification of climate-related opportunities and risks, materiality assessments, and scenario analysis. In our 2022 Annual Report, we committed to conducting further detailed work on the quantitative financial impact and strategic resiliency responses to the identified material climate-related risks and opportunities. Where possible we have provided financial quantification of impacts across different scenario time horizons and an analysis of how these insights translate into our resiliency actions. We are already on our journey of executing our sustainability and Climate Action strategy and resiliency actions, which includes serving our customers and markets with innovative technology and product solutions such as the IMI VIVO electrolyser. Our targeted acquisitions, including Adaptas, CorSolutions, Heatmiser, and TWTG, further strengthen our capabilities. Additionally, we are mitigating potential supply chain disruptions by implementing measures for the localisation of manufacturing and supply chains in Europe, America and China.

Identification of climate-related opportunities and risks

Following a rigorous process of desktop analysis and stakeholder engagement, including 11 interviews with the Executive Committee and senior individuals, we identified 45 climate-related opportunities and risks.These were scored based on our business sensitivity to the risk/opportunity and our adaptive capability to maximise opportunities and minimise risks, identifying those deemed most vulnerable and climate-material to the business. Priority focus areas Climate-material risks and opportunities were grouped under Priority Focus Areas before conducting the climate scenario analysis. A financial overlay identified a subset of these as financially material, assigning a business revenue exposure range over the near-term five-year timeframe. In 2025, we re-visited the focus groups and their associated climate-related risks and opportunities and integrated into the Double Materiality Assessment, re-assessing their financial materiality, evaluating the magnitude of the financial effect versus the likelihood. Following the DMA it was concluded that there were no significant changes in the prioritisation and materiality of the identified climate-related risks and opportunities. Understanding business impact: scenario analysis Scenario analysis helps us understand the potential impact of climate change on our business over selected time periods, informing our strategy and financial planning. The near-term timeframe (up to five years) aligns with our five-year business strategic, financial planning cycle and viability statement. We used scenarios from the International Energy Agency (‘IEA’) and the Intergovernmental Panel on Climate Change (‘IPCC’) to assess transition and physical risks and opportunities respectively. We selected four scenarios: two from the IEA (NZE and STEPS) and two from the IPCC, providing context on risks and opportunities as the economy transitions to net zero and the impacts of higher global temperatures. Details of the selected scenarios are highlighted in Table 2. Physical risks & opportunities In 2025, Zurich, our primary insurer, updated the initial 2022 review of site-level physical risks due to climate change. As part of this initial review, we updated our analysis on high-risk sites, reassessing site risk profiles across the same IPCC scenarios and timeframes. The analysis covered 12 critical sites, using IPCC scenarios SSP1-RCP2.6 and SSP5-RCP8.5 to evaluate future business impacts, hazard levels, supply chain accessibility, and workforce exposure to climatic extremes. Regardless of the scenario, by 2050, IMI site risk levels rank medium and above. Transition risks & opportunities Following the 2021–2022 review of climate-related transition risks and opportunities, we conducted a complete scenario refresh using IEA scenarios in 2023/24. Several transition risks and opportunities re-emerged as financially material, including raw material accessibility, Oil & Gas market exposure, emerging environmental policies, growth in hydrogen solutions, and increased product demand. Appendix to the climate-related financial disclosures Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025200

Table 1: Selected timescales for scenario analysis
Time frame	Timescale
Near-term (based on viability statement on page 71)	2025-2030
IEA Scenarios
S (Short)	now-2030
M (Medium)	2030-2040
L (Long)	2040+
IPCC Scenarios
S (Short)	now-2040
M-L (Medium-Long)	2041-2060
VL (Very Long)	2061-2100

Table 2: Scenario selection
Scenario	Description	Key metrics used
IEA Net zero by 2050 (NZE)	A rising number of countries and companies are targeting net zero emissions, typically by mid-century. All of these are achieved, putting global emissions on track for net zero by 2050. Drastic transformation of the global energy system.	– Paris Agreement alignment (1.5°C) – Global hydrogen-based fuels – Fuel shares in total energy use by application – Global carbon price by economy (e.g. max. $250 USD/tonne CO 2 ) – Global energy consumption by fuel and CO 2 intensity by sector – New workers in clean energy – CO 2 intensity of electricity generation – Global CO 2 emissions
IEA Stated Policies (STEPS)	A more conservative benchmark for the future which does not assume that governments will reach all announced goals. Differing policies and legislation across different countries, regions, and markets.	– 2.6°C temperature rise – Energy costs by region – Global CO 2 emissions – Renewables generation by region – Hydrogen demand by region – Carbon price by country (e.g. max. $113 USD/tonne CO 2 ) – Coal and natural gas demand
IPCC SSP1-RCP2.6	Sustainable development scenario – zero emissions after 2050 and temperature increase stabilising ~1.8°C by 2100, potential for lower adaptation costs to other scenarios.	– Below 2°C alignment (1.8°C) – Flooding – Storms – Drought – Temperature increase
IPCC SSP5-RCP8.5	High emissions-scenario – business as usual, where fossil fuel use, food demand, energy use and greenhouse gas emissions increase. Physical risks increase, with associated higher adaptation costs.	– >4°C temperature rise – Flooding – Storms – Drought – Temperature increase

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Understanding financial impact: Quantitative financial analysis

Following the financial materiality overlay, where 13 risks and opportunities were deemed financially-material and assigned an upper and lower business revenue exposure range, three of these underwent a detailed and robust quantitative financial assessment deep dive across the transition IEA scenarios STEPS and NZE (Table 3). These three risks and opportunities were chosen for further analysis due to the available inputs for modelling (sourced from the IEA scenarios, CDP 2022 Report, and Annual/Integrated Reports) and robustness of data. For the financial analysis, full year 2022/23 data was used. We plan to update the quantitative analysis in the near future, using full year 2025 data, and refreshing the upper and lower business revenue exposure range to the climate-material risks and opportunities. Where possible, we will increase the number of financial-material risks and opportunities which undergo financial quantification.

Three risks and opportunities underwent a detailed and robust quantitative financial assessment, and included:
– Increase product demand, which is the increase in current product market applications (bespoke electrification solutions), heating and cooling systems and fuel cell technology will grow in new geographical and industrial markets.
– Growth in hydrogen solutions, which is the scaling up hydrogen-specific technologies such as green electrolysis for hydrogen manufacture (IMI VIVO) and sustainable fuel usage, coupled with supporting the green transition for Heavy Duty Vehicles (HDVs).
– Oil & Gas market exposure, which phases out technologies that rely on fossil fuels, resulting in reduced IMI product demand, alongside divestment from coal projects.

Financial analysis shows that the evolution of markets foreseen under the NZE scenario has a more radical impact on IMI’s adjusted operating profit, compared to the STEPS scenario. Risks and opportunities are greater in the NZE. The STEPS scenario, more stable, poses a less significant threat to our market position.

Table 3: Financial quantification of assessed opportunities and risks under the two selected transition scenarios IEA Net Zero by 2050 (NZE) and IEA Stated Policies (STEPS)
Risk/ opportunity description	Key assumptions	Potential impact on Group’s adjusted operating profit
		Low = 0%-3% Med = 3%-6% High = >6%
		2030	2050
Market expansion and innovation
Increased Product Demand	NZE: Indexed the balancing and control business of the Climate Control sector to the evolution of low carbon technology demand in the building sector. The balancing and control business unit represents 43% of Climate Control’s total revenues in 2022. This figure is used as a proxy of the percentage of revenues that would be impacted by the increase in product demand.	High	High
	STEPS: Same methodology as the NZE scenario but assuming a delay of ten years to reach the same target value.	Med	High
Alternative fuels
Growth in hydrogen solutions	NZE: Computing the change in hydrogen demand for end-users according to the NZE scenario between 2021 and 2050. 2021 hydrogen revenues were indexed to the evolution of hydrogen demand for end-users between 2022 and 2050, taking into account the sales of hydrogen in 2022.	High	High
	STEPS: Computing the change in hydrogen demand for end-users according to the STEPS scenario between 2021 and 2050. 2021 hydrogen revenues were indexed to the evolution of hydrogen demand for end-users between 2022 and 2050, taking into account the sales of hydrogen in 2022.	Low	Low
Product portfolio
Oil and Gas market exposure	NZE: Projected the future Oil and Gas market by using the forecasted final consumption of oil and natural gas along with the price of natural gas provided in the NZE scenario. Indexed forecasted revenues of business activities impacted by Oil and Gas (Refining and Petrochemical, Oil and Gas and Fossil Power) to align with the computed changes in the Oil and Gas market.	High	High
	STEPS: Projected the future Oil and Gas market by using the forecasted final consumption of oil and natural gas along with the price of natural gas provided in the STEPS scenario. Indexed forecasted revenues of business activities impacted by Oil and Gas (Refining and Petrochemical, Oil and Gas and Fossil Power) to align with the computed changes in the Oil and Gas market.	High	High

Priority focus areas: Understanding our potential business impact and resiliency responses under different plausible futures

This table presents the transition risks and opportunities under two transition scenarios ‘Net Zero by 2050 (NZE)’ and ‘Stated Policies (STEPS)’, the potential impact to our business, and our corresponding current and future resiliency responses. The business impact has been scored High, Medium, and Low for each risk and opportunity (refer to the Table key) across the short-term (now-2030, medium-term (2030-2040) and long-term (2040+).

Table 4: Impact of transition risks and opportunities under each IMI climate scenario, and resiliency responses

Market expansion and innovation
Organic and inorganic growth in new geographical and industrial markets which can be supported by M&A, climate-related partnerships, R&D investments, and climate-related product standards.

Risk or opportunity description	TCFD Category	Geographic focus	IMI business sector impact	Potential impact on the business (Short-term 2023-2030)	Potential impact on the business (Medium-term 2030-2040)	Potential impact on the business (Long-term 2040+)	IEA NZ	IEA STEPS
Increased product demand e.g. electrification solutions and heating and cooling systems.	Products and Services	EU North America	Climate Control Life Science	Revenue from improved control of building HVAC systems and increase energy efficiency within factories.
Emerging Innovative Markets	Markets	Asia	Life Science & Fluid Control, and Industrial Automation	Revenue from new markets within Fluid Control sector enabling more sustainable agriculture practices and increased efficiencies.

Resilience responses/actions: Investing in digital capabilities for Climate Control’s TA-Smart and Heatmiser connected product range. Scaling electric actuation products and additional development of solenoid valves for agricultural practices.

Related metrics and targets where available: Ensuring our R&D spend as a % of revenue remains at an appropriate level and is converted to sustainable solutions, supporting ‘green’ taxonomy investments.

Alternative fuels
Growth in new alternative fuel technologies where our product and expertise can be deployed.

Risk or opportunity description	TCFD Category	Geographic focus	IMI business sector impact	Potential impact on the business (Short-term 2023-2030)	Potential impact on the business (Medium-term 2030-2040)	Potential impact on the business (Long-term 2040+)	IEA NZ	IEA STEPS
Alternative fuelled powertrains for trucks	Products and Services	Asia Pacific Europe	Process Automation	In the short to medium-term, opportunities include: – Revenue from valve and pressure control solutions for balance of plant in fuel cells used in heavy-duty trucks
Growth in hydrogen solutions Including the scaling up of green electrolysis.	Markets	Asia	Transport, Life Science & Fluid Control	Revenue from hydrogen electrolyser solutions.

Resilience responses/actions: Currently operating in PEM electrolysers, supply of components and subsystems to refuelling stations and heavy-duty trucks.

Related metrics and targets where available: Tracking of fuel market and trends, including hydrogen projects (current and projected), demand, and technology.

Key: Risk / Opportunity | High risk / High opportunity | Medium risk / Medium opportunity | Low risk / Low opportunity

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Climate-related policy and legislation
Increasing pressure to act on upcoming climate change legislation to avoid litigation, and opportunity to expand into markets due to our product sustainability credentials.

Risk or opportunity description	TCFD Category	Geographic focus	IMI business sector impact	Potential impact on the business (Short-term 2023-2030)	Potential impact on the business (Medium-term 2030-2040)	Potential impact on the business (Long-term 2040+)	IEA NZ	IEA STEPS
Environmental claims and stakeholder expectations	Reputation	USA	Climate Control	Increased costs associated with emissions reduction and greater complexity required to meet demands, as well as ongoing monitoring and reporting.
Emerging environmental policies	Markets	Global	Process Automation and Industrial Automation	Enables sales of our sustainable products. Decarbonisation and energy efficiency policies will rapidly drive global opportunities to support clean energy technology and meeting stricter building energy efficiency standards.

Resilience responses/actions:
– Tracking regulatory developments and changes in stakeholder expectations to respond appropriately
– Monitoring internal environmental metrics and targets through our PSA and continuing to develop the PSA process further
– Conducting LCAs and product carbon foot printing and engaging with external advisers to undertake risk assessments
– Heatmiser extends our energy-saving portfolio of smart thermostatic control products
– Budget for compliance systems and monitoring tools
– Investment in emission reduction initiatives

Related metrics and targets where available: To be in the top quartile of safety performance within the industry sector. Product performance: Maintain our membership of the Green Economy Mark. Continue to apply a sustainability lens to our Growth Hub process.

Product portfolio
Increased downstream market pull from our customers and investors, to steer our portfolio in a more sustainable direction, and phase out of Oil and Gas when moving towards global decarbonisation.

Risk or opportunity description	TCFD Category	Geographic focus	IMI business sector impact	Potential impact on the business (Short-term 2023-2030)	Potential impact on the business (Medium-term 2030-2040)	Potential impact on the business (Long-term 2040+)	IEA NZ	IEA STEPS
Oil and Gas market exposure	Product Portfolio	Global	Process Automation and Industrial Automation	The phase-out of technologies which rely on fossil fuels. Carbon taxation and closure of coal-fired plants particularly in Western geographies may place some of Process Automation’s existing partnerships at risk.
Product re-design and circular economy principle	Product Portfolio	Global	Process Automation and Industrial Automation	The majority of our products are plastic and metal in composition. Customer demands to improve sustainability of our products will continue to grow.

Resilience responses/actions:
– Already ensuring R&D investments are focused on sustainability, developing low-carbon product alternatives
– Development of next generation product and service solutions that:
- improve efficiency in the extraction, processing, and distribution of hydrocarbons;
- significantly reduce or eliminate fugitive emissions; and,
- ensure operational safety
– Develop solutions that support the energy transition including for various applications within the hydrogen value chain, for carbon capture, and other low or zero-carbon technologies
– Invest in Product Sustainability Assessment (‘PSA’) framework and related R&D funding

Related metrics and targets where available: See pages 42 to 43 for metrics and targets related to our water, waste and Scope 1, 2 and 3 emissions targets.

Key: Risk / Opportunity | High risk / High opportunity | Medium risk / Medium opportunity | Low risk / Low opportunity

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Supply chain operational excellence
Securing clean energy sources across our supply chain; supply chain simplification and resilience.

Risk or opportunity description	TCFD Category	Geographic focus	IMI business sector impact	Potential impact on the business (Short-term 2023-2030)	Potential impact on the business (Medium-term 2030-2040)	Potential impact on the business (Long-term 2040+)	IEA NZ	IEA STEPS
Political instability and raw material accessibility	Resilience	Global	All sectors	In the short to medium-term, political instability and potential export and import restrictions increase risk of critical mineral shortages. In the long-term, there is a high risk of raw material inaccessibility for meeting clean energy technology demand due to long critical mineral project lead times.
Supply chain simplification	Resilience	Global	All sectors	Localisation and reshoring. Localisation will have a knock-on effect with transport requirements, and how people and products move, with more focus on greening short-haul commercial freight. Large opportunities to reduce Scope 2 & 3 emissions supported by accelerated clean energy investments.

Resilience responses/actions:
We are committed to supporting the decarbonisation of our industry and have received validation of our targets from the Science Based Targets initiative (SBTi), see page 63. We are focused on reducing our Scope 3 emissions.
– We conduct site/facility level risk assessments twice a year as part of our supplier risk management process in relation to key suppliers
– Reducing high-level dependency on single suppliers and increasing dual sourcing. We track global events and trends which have the potential to disrupt our supply chains in order to adjust our planning, operations and logistics accordingly
– Investment in supply chain due diligence and monitoring systems

Related metrics and targets where available: To reduce total Scope 3 emissions by 25% by 2030. To be net zero for Scope 3 emissions by 2050 see page 43.### Key Risk Opportunity

High risk
Medium risk
Low risk
High opportunity
Medium opportunity
Low opportunity

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This table presents the physical risks under two climate scenarios IPCC SSP1-RCP2.6 and IPCC SSP5-RCP8.5, the potential impact to our business, and our corresponding current and future resiliency responses. The business impact has been scored High, Medium, and Low for each risk and opportunity (refer to table key). Wind was also identified as a high hazard physical risk to IMI sites, but primarily US-based which was deemed to not be financially material and therefore not included in the table below. Different to IEA scenarios, the modelled IPCC scenarios cover climate projections along the following timelines: Short term: now-2040; Medium term: 2041-2060; Long term: 2061-2100.

Table 5: Impact of physical risks and opportunities under each IMI climate scenario, and resiliency responses

Physical risks (acute and chronic)
Physical environmental climatic changes affecting facilities, locations, supply chain and human capital. Environmental climatic changes can be acute (severe and sudden) and/or chronic (long-developing). Under a worst-case scenario (IPCC SSP5-RCP8.5) all sites will experience increased physical climate events (frequency and severity).

Risk or opportunity description	TCFD Category	Geographic focus	IMI business sector impact	Potential impact on the business	SSP1-RCP2.6 (Short-term 2023-2040)	SSP1-RCP2.6 (Medium-term 2041-2060)	SSP1-RCP2.6 (Long-term 2061-2100)	SSP5-RCP8.5 (Short-term 2023-2040)	SSP5-RCP8.5 (Medium-term 2041-2060)	SSP5-RCP8.5 (Long-term 2061-2100)
Precipitation, hail, and thunderstorms	Physical (acute)	UK, Europe, USA	All sectors	Over the longer term, in a worst-case scenario, there is an increase in precipitation and temperatures which exacerbates risk of catastrophic impact, specifically across Europe and the US – with precipitation increasing to 100% by 2100. People: This will impact our employees’ ability to travel to work during extreme precipitation or hail events, which may lead to flooding. Market: Potential disruption to the supply chain due to precipitation and hail events, which will likely lead to increased flooding.	Low	Low	Low	Medium	Medium	High
Extreme heat and drought	Physical (chronic)	USA, Europe	All sectors	Over the short-term, high and very high heat hazards affect 17% of portfolio by 2030 (largely in the USA), incurring supplier shutdown, delays, disruption, increasing risk to employee health. Over the long-term, high and very high heat hazards affect 57% of our portfolio by 2100. People: Risk to employee health and employee productivity. Market: Potential for supplier shutdown due to extreme heat events and delays to the supply chain.	Low	Low	Low	Medium	High	High
Air quality	Physical (chronic)	China	All sectors	Over the long-term, unabated emissions and worsening air quality significantly increase employee health risks in China. People: Employee health and productivity risk – poor air quality conditions can exacerbate respiratory allergies and diseases. Overall, this has the potential to increase costs, reduce revenue and profit, increase costs associated with maintenance, repair and insurance.	Low	Low	Low	Low	Medium	Medium

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Potential near-term actions (now-2030):
* Identify key strategic suppliers (80% of footprint) and evaluate exposure to physical risks.
* 100% of sites have a decarbonisation and resiliency plan in place.

Related metrics and targets where available
All site environmental mitigation plans reviewed/assessed annually (metric not reported externally):
* Changes to employee shift time, increased breaks, and specialised ventilation clothing.
* Climate risks captured and integrated into risk management (risk assessments at site level).
* Management teams continue to review emergency response and business continuity plans to bolster operational resilience in order to minimise the impact of large-scale disruption.
* Around the clock access to health and security services should a major incident occur.

Nature and climate-related disclosures

While our Double Materiality Assessment identifies biodiversity as below our materiality threshold, we recognise the increasing interest from stakeholders, particularly our investors, in enhanced transparency on nature-related topics. The Taskforce for Nature-related Financial Disclosure (‘TNFD’) provides a structured framework for assessing nature-related dependencies, impacts, risks and opportunities, building on the TCFD approach with 14 recommended disclosures. As part of our longer-term planning we’ll continue to evaluate and enhance our environmental reporting by:

Integrating TNFD recommendations, aligning the four pillars – governance, strategy, risk management and metrics and targets – with existing TCFD disclosures
Building upon our DMA and our annual Sustainability risk and opportunity assessment, we will broaden our focus to investigate potential upstream nature-related IROs, strengthening our supply chain environmental screening. This expansion aligns with our ongoing efforts to enhance supply chain transparency and our understanding of associated potential risk exposures
Building on our TCFD forward-looking scenario analyses, during our next CSA update within two years we will expand these to include nature-related risks and opportunities, such as the supply chain effects of biodiversity loss
As we continue to develop our climate transition plan, we will incorporate synergies with climate and wider nature goals while addressing trade-offs
Expanding environmental monitoring across water stewardship and ecosystem impacts
Aligning with GRI and ESRS requirements

This proactive approach ensures comprehensive reporting on both material and emerging environmental considerations while preparing for evolving disclosure requirements. Our expanded environmental framework linked to our horizon scanning will continue supporting informed stakeholder decision-making, with regular updates provided through our website and future Annual Reports.

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Subsidiary undertakings

A full list of the Group’s subsidiary undertakings and registered/principal offices as at 31 December 2025 is included below. Except where indicated, the share capital consists of ordinary shares only. The principal country in which each subsidiary operates and has its registered/principal office is the country of incorporation. IMI plc’s effective interest in the undertakings listed is 100%, except where indicated, and is held in each case by a subsidiary undertaking, except for IMI Group Limited and IMI Deutschland Verwaltungs GmbH which are held directly by IMI plc.

Charles Baynes Netherlands B.V., Lakeside, Solihull Parkway, Birmingham Business Park, Birmingham, West Midlands, B37 7XZ, United Kingdom
Holford Estates Limited, IMI CIF Trustee Limited, IMI Components Limited, IMI Deutschland Limited, IMI Euro Finance Limited, IMI Germany Limited, IMI Group Limited, IMI Kynoch Limited, IMI Life Technology Ltd – incorporated 8 March 2024
IMI Marston Limited, IMI Overseas Investments Limited, IMI Pensions Trust Limited, IMI plc, IMI Precision Engineering Limited, IMI Property Investments Limited, IMI Refiners Limited, IMI Sweden Finance Limited, IMI Vision Limited, Liquick 211 Limited, Truflo Group Limited, Truflo International Limited, Truflo Investments Limited

IMI Americas LLC, 7979 E Tufts Ave, Denver, CO 80237, United States
IMI Fluid Controls Holdings Inc, IMI Norgren LLC, Norgren LLC
Finch Land Management LLC 7979 E Tufts Ave, Denver, CO 80237, United States
IMI Critical Engineering Holding GmbH, Bruckstrasse 93, 46519 Alpen, Germany
IMI Deutschland Verwaltungs GmbH, IMI Germany Holding B.V. & Co KG, Norgren GmbH
Adaptas Acquisition Co, Palmer Industrial Park, 9 Second Street, Palmer, MA 01069, United States
Adaptas Acquisition Holdings, LLC, Adaptas Solutions, LLC

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Heimeier GmbH, Vöellinghauser Weg 2, 59597 Erwitte, Germany
IMI Hydronic Engineering Deutschland GmbH
THJ Holding GmbH Bertramsweg 6, 52355, Düren, Germany
IMI Australia Pty Ltd, 33 South Corporate Avenue, Rowville VIC 3178, Australia
IMI Critical Engineering (PAC) Pty Ltd, IMI Lakeside Australia Pty Ltd
IMI Finance SA, 19 Route de Crassier, Lake Geneva Business Park, Terre Bonne, Eysins, Vaud, CH-1262, Switzerland
IMI Finance USD SA, IMI Hydronic Engineering International SA
Adaptas Solutions Pty Ltd, 2-8 Martha Street, Clyde NSW 2142, Australia
DeTech Australia Holdings Pty Ltd
IMI Hydronic Engineering NV Cesar van Kerckhovenstraat 110, 2880 Hingene (Bornem), Belgium
CCI Italy S.r.l, Via Larga 6, 20122 Milan, Italy
IMI Holding Italy S.r.l., Orton S.r.l.
IMI Hydronic Engineering A/S, Borupvang 2D 1.tv., 2750 Ballerup, Denmark
Norgren A/S
IMI Hydronic Engineering AS, Glynitveien 7, Ski, N-1400, Norway
Norgren AS
IMI Hydronic Engineering BV, Klipperaak 101 (1e etage), 2411 ND Bodegraven, the Netherlands
IMI Netherlands Holdings BV
IMI Scotland Limited c/o Brodies LLP, Capital Square, 58 Morrison Street, Edinburgh, EH3 8BP, United Kingdom
Lakeside Finance Unlimited Company, 1 Stokes Place, St Stephens Green, Dublin 2, Ireland
Lakeside Treasury Unlimited Company
Norgren Co Limited, Building 7, No.1885, Duhui Road, Minhang District, Shanghai, China
Norgren Manufacturing Co Ltd
Z & J Technologies GmbH
Bertramsweg 6, 52355 Düren, Germany
Acro Associates LLC
7979 E Tufts Ave, Denver, CO 80237, United States
Applied Kilovolts Limited
Woods Way, Goring By Sea, Worthing, West Sussex, BN12 4QY, United Kingdom
Bahr Modultechnik Holding GmbH, Nord-Sued Str. 10a, 31711 Luhden, Germany
Bahr Modultechnik GmbH
Bimba LLC, 25150 S. Governors Hwy, University Park, IL 60484, United States
Mead Fluid Dynamics, Inc.
Bopp & Reuther Valves GmbH
Carl-Reuther Str. 1, 68305 Mannheim, Germany
Brookvale International Insurance Limited
Clarendon House, Church Street, Hamilton, HM11, Bermuda
Buschjost GmbH
Detmolder Strasse 256, 32545 Bad Oeynhausen, Germany
CCI AG
Fabrikstrasse 10, 8370 Sirnach, Switzerland
IMI Critical Engineering Brasil Ltda.
231, Rua Dr. Alvim Teixeira Aguiar, Iporanga, Sorocaba, SP, 18087-157, Brazil

Subsidiary undertakings continued

Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025209

CCI Czech Republic s.r.o.
K Letišti 1804/3, Šlapanice, 62700 Brno, Czech Republic
CCI Flow Control (Shanghai) Co Ltd
Room 108, Unit 15, 159 Tian Zhou Road, Cao He Jing Development Zone, Shanghai, 200233, China
CCI International Limited
Unit A3 Brookside Business Park, Greengate, Middleton, Manchester, M24 1GS, United Kingdom
CCI Valve Technology AB
Industrigatan 7, Box 603, 661 29 Säffle, Sweden
CCI Valve Technology GmbH
Lemböckgasse 63/1, 1230 Wien, Austria
Control Component India Pvt Limited
Ground, 1st & 2nd Floor, Tower 4, SJR i park, Plot # 13, 14 & 15, EPIP Zone Phase 1, Whitefield Road, Bangalore 560066, India
IMI Critical Engineering LLC
22591 Avenida Empresa, Rancho Santa Margarita CA 92688, United States
CorSolutions LLC
Palmer Industrial Park, 9 Second Street, Palmer, MA 01069, United States
FAS Medic SA
Route de Bossonnens 2, 1607, Palézieux, Switzerland
Fluid Automation Systems GmbH
Hortensienweg 21, 70374 Stuttgart, Germany
Heatmiser UK Ltd
Units 1-5 Hurstwood Court, Mercer Way, Blackburn, England, BB1 2QU, United Kingdom
Heatmiser Automatic Control Technology (Beijing) Limited
North Zone, Floor 2, Building 12, 738 Changliu Road, Machikou Town, Changping District, Beijing, China
Herion Systemtechnik GmbH
Untere Talstrasse 65, 71263 Weil der Stadt, Germany
Hysights Pte. Ltd * (17%)
160 Robinson Road, #14-04, 068914, Singapore
IMI Critical Engineering (APAC) Pte. Ltd
29 International Business Park, #04-01 Acer Building, 609923, Singapore
IMI Critical Engineering (AUS) Pty Ltd
c/o 21-22 Greenhill Road, Wayville SA 50344, Australia
IMI Critical Engineering (Shanghai) Company Limited
Building 3, No. 1-5, Lane 800, Yewang Road, Yexie Town, Songjiang District, Shanghai 201609, China
IMI Critical Engineering Korea
14 Dangdong 2-ro, Munsan-eup, Paju-si, Gyeonggi-do, 10816, Republic of Korea
IMI Critical Engr PBM LLC
1070 Sandy Hill Road, Irwin, PA 15642, United States
IMI Critical FZE
Office No. FZJOA1308, FZJ0A1310, FZJ0A1307A, Jebel Ali Free Zone, PO BOX 17827, Dubai, United Arab Emirates
IMI Deutschland B.V.
Versterkerstraat 6, 1322 AP Almere, the Netherlands
IMI Engineering Sdn. Bhd.
K-7-5 & K-7-6, Solaris Kirara, Soho, Jalan Solaris Mont Kiara, 50480 Kuala Lumpur, Malaysia
IMI France SARL
52 Boulevard de Sébastopol, 75003 Paris, France
IMI Holdings LLC
251 Little Falls Drive, Wilmington, DE 19808, United States
IMI Hydronic Engineering AB
Annelund, SE-524 80, Ljung, Sweden
IMI Hydronic Engineering Business Services Spólka Z Ograniczona Odpowiedzialnoscia
Olewin 50 A, PL-32300, Olkusz, Poland
IMI Hydronic Engineering China
Room 360, 3F, Xinmao Building, No. 2, South Taizhong Road, Shanghai Pilot Free Trade Zone, China
IMI Hydronic Engineering France S.A.
13, rue de la Perdrix – Les Flamants 8, Paris Nord II BP 84 004, Tremblay-en-France, 95 931, ROISSY- Charles de Gaulle, Cedex, France
IMI Hydronic Engineering FZE
JAFZA One – Tower A, Office 1310, P.O. Box 262611, Dubai, United Arab Emirates
IMI Hydronic Engineering Ges.m.b.H
Industriestrasse 9, Objekt 5, 2353, Guntramsdorf, Austria
IMI Hydronic Engineering Inc
8908 Governors Row, Dallas, TX 75247, United States
IMI Hydronic Engineering Limited
Hat House Third Floor, 32 Guildford Street, Luton, Bedfordshire, LU1 2NR, United Kingdom
IMI Hydronic Engineering OY
Robert Huberin tie 7, Vantaa FI-01510, Finland
IMI Hydronic Engineering Pte Ltd
223 Mountbatten Road #03-01, 398008, Singapore
IMI Hydronic Engineering S.A.
lndustriestrasse 9, rue des Trois Cantons, L- 8399 Windhof, Grand Duchy of Luxembourg

Subsidiary undertakings continued

Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025210

IMI Hydronic Engineering (Spain) SAU
Calle Foronda 4, 2ªA, 28034 Madrid, Spain
IMI Hydronic Engineering S.R.L.
Via dei Martinitt n. 3, 20146 Milan, Italy
IMI Hydronic Engineering Switzerland AG
Mühlerainstrasse 26, 4414 Füllinsdorf, Switzerland
IMI Hydronic Engineering UAB
A.Juozapaviciaus 27-5, Kaunas, LT – 45258, Lithuania
IMI International Co Srl
Str. Aristide Pascal nr.36, Sector 3, Bucuresti, 031445, Romania
IMI International d.o.o.
Alpska cesta 37b, Lesce, 4248, Slovenia
IMI International d.o.o.
Slavonska Avenija 17, Zagreb, 1040, Croatia
IMI International d.o.o. Beograd
Milutina Milankovica 1b, Novi Beograd, 11070, Serbia
IMI International Kft.
Kunigunda Útja 60, Budapest, HU-1037, Hungary
IMI International s.r.o.
Evropska 852, 664 42, Modrice, Czech Republic
IMI International Sp. z.o.o.
Olewin 50 A, PL-32300, Olkusz, Poland
IMI Japan K.K.
7-3-6 Minatojima Minamimachi, Chuo-ku, Kobe, Hyogo 650-0047, Japan
IMI Norgren Herion PVT Limited
c/o Rajesh Malhotra & Associates 505, Mercantile House, Kasturba Gandhi Marg, New Delhi, 110001, India
IMI Norgren Limited
1 Stokes Place, St. Stephen’s Green, Dublin 2, D02 DE03, Ireland
IMI Norgren SA (Sociedad Unipersonal)
Calle Colom, 391, 2 Edif. Tecno, 08223, Terrassa, Spain
IMI Motion & Control (Suzhou) Co Ltd
No. 975 Xinzi Road, Wujiang Economic and Technological Development Zone, Suzhou, Jiangsu Province, China
IMI Saudi Industry LLC
3826 Unit No. 7, Street 122, Second Industrial City, Post 34325-7535, Dammam, Saudi Arabia
IMI Ventures Singapore Pte Ltd
29 International Business Park, #04-01 Acer Building, 609923 Singapore
Kynoch Sweden Holding AB
c/o IMI Hydronic Engineering AB, 52 480 Ljung, Sweden
Newman Hattersley Limited
5063 North Service Road, Suite 100, Burlington, ON, L7L 5H6, Canada
Norgren AG
Fabrikstrasse 10, 8370 Sirnach, Switzerland
Norgren Automation Solutions LLC
2871 Bond Street, Rochester Hills, MI 48309, United States
Norgren BV
Versterkerstraat 6, 1322 AP Almere, Netherlands
Norgren Co Limited
36/8 Room M1 Krungthep Kreetha Rd., Khlong Song Ton Nun Sub-District, Lat Krabang District, Bangkok 10520, Thailand
Norgren Finland OY
Robert Huberin Tie 7, FI-01510 Vantaa, Finland
Norgren Ges.m.b.H
Industriezentrum NÖ Süd, Straße 2a, Objekt M39/1, A-2355, Wiener Neudorf, Austria
Norgren GT Development LLC
425 “C” Street NW, Suite 100, Auburn, WA 98001, United States
Norgren Kloehn LLC
33301 9th Ave S, Federal Way, WA 98003, United States
Norgren Limited
15A Vestey Drive, Auckland, 1060, New Zealand
IMI Webber Limited
Lakeside, Solihull Parkway, Birmingham Business Park, Birmingham, West Midlands, B37 7XZ, United Kingdom
Norgren Limited
Building 2, Wall Island, Birmingham Road, Lichfield, Staffordshire, WS14 0QP, United Kingdom
Norgren Ltda*
Av. Eng. Alberto de Zagottis, 696-B, Sao Paulo SP, 04675-085, Brazil
Norgren Manufacturing (Suzhou) Co., Ltd
No. 975, Xinzi Road, Wujiang Economic & Technological Development Zone, Jiangsu Province, China
Norgren Manufacturing de Mexico S.A. de C.V.
Avenida de la Montaña # 120, Parque Industrial Querétaro, Santiago De Querétaro, Querétaro, CP 76220, México
Norgren S.A. de C.V.
45061 Tlaquepaque, Jalisco, Mexico

Subsidiary undertakings continued

Strategic Report Additional InformationFinancial StatementsCorporate Governance IMI plc Annual Report 2025211

Norgren NV
Norgren NV, Alfons Gossetlaan 54 bus 5, B1702 Dilbeek, Belgium
Norgren Pte. Limited
JTC Space @ Tuas, 16B Tuas Ave 1, #03-40, 639534, Singapore
Norgren SAS
1, rue de Lamirault 77090 Collégien, France
Norgren Srl
Building F2, Via Roma 108, Cassina de Pecchi, 20051, Milan, Italy
Norgren Sweden AB
Kamaxelgatan 11, S-212 41 Malmö, Sweden
Norgren Taiwan Co Limited
3F, No. 540 Sec. 1, Minsheng N. Rd., Guishan Dist., Taoyuan City, 333, Taiwan
Pneumadyne LLC
14425 23rd Ave North, Plymouth, MN 55447, United States
Quanta Dialysis Technologies Limited (1.5%)
The Woods, Haywood Road, Warwick, CV34 5AH, United Kingdom
Remosa S.R.L.
VI Strada Ovest – Macchiareddu, Uta (CA), 09068, Italy
SAIC CCI Valve Co Ltd (44%)
Block B, 123 Chongming Xiushan Road, Chengqiao Town, Chongming County, Shanghai, 202150, China
Shanghai CCI Power Control Equipment Co Ltd
229C, 2F, No 11, Lane 465, Tengyue Road, Yangpu District, Shanghai 200090, China
STI S.R.L.
Via dei Caravaggi 15, 24040, Levate (BG), Italy
TA Regulator d.o.o.
Orliska Ulica 13, Brezice, SI-8250, Slovenia
TH Jansen Armaturen GmbH
Blüecherstrasse 47, 66386 Sankt Ingbert, Germany
Thermotune Pte Ltd (23%)*
29 International Business Park, #04-01, Acer Building, 609923, Singapore
Thompson Valves Limited
17 Balena Close, Creekmoor, Poole, Dorset, BH17 7EF, United Kingdom
Truflo Marine Limited
2 Priory Road, Aston, Birmingham B6 7LG, United Kingdom
TWTG Group BV
Schaardijk 386, 2909 LA, Capelle a/d Ijssel, the Netherlands
TWTG R&D BV
Schaardijk 386, 2909 LA, Capelle a/d Ijssel, the Netherlands
TWTG US LLC
4444 Kennedy Commerce Dr, Houston, TX 77032, United States
Vaccon Company, Inc.
2871 Bond Street, Rochester Hills, MI 48309, United States

Treated as external investments.
** IMI International d.o.o. Slovenia ceased operations on 1 January 2026 with liquidation scheduled later in 2026.
*** During 2025, IMI Hydronic Engineering Ltda merged with IMI Norgren Ltda.# Subsidiary undertakings

Subsidiary audit exemptions

IMI plc has issued guarantees over the liabilities over the following companies at 31 December 2025 under Section 479C of the 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	Company name	Company number
Applied Kilovolts Limited	02101051	IMI Precision Engineering Limited	01687068
CCI International Limited	00259162	IMI Refiners Limited	00148305
Heatmiser UK Limited	03747773	IMI Scotland Limited	SC378424
Holford Estates Limited	01181406	IMI Sweden Finance Limited	07272731
IMI Components Limited	01640862	IMI Vision Limited	04421176
IMI Deutschland Limited	07843551	IMI Webber Limited	01416237
IMI Euro Finance Limited	07929408	Norgren Limited	00564656
IMI Germany Limited	07843576	Thompson Valves Limited	02791464
IMI Hydronic Engineering Limited	02945254	Truflo Group Limited	04430846
IMI Kynoch Limited	00713735	Truflo International Limited	00164822
IMI Life Technology Limited	15548089	Truflo Investments Limited	04430927
IMI Marston Limited	00155987	Truflo Marine Limited	00993167
IMI Overseas Investments Limited	00209251

Geographic distribution of employees*

The following table shows the geographic distribution of employees as at 31 December 2025 and is not required to be audited.

Region	Employees
United Kingdom	966
Continental Europe	5,392
Americas	2,389
Asia Pacific	1,553
Rest of World	58
Total	10,358

Includes agency and contractors.

Five-year summary

Revenue £m	2021	2022	2023	2024	2025
	1,866	2,049	2,196	2,210	2,304

Adjusted profit before tax £m	2021	2022	2023	2024	2025
	307.0	346.1	387.4	418.8	442.4

Revenue by geography (2025)

A – Europe 44%
B – Americas 29%
C – Asia Pacific 19%
D – Middle East and Africa 8%

Revenue by geography (2024)

A – Europe 42%
B – Americas 30%
C – Asia Pacific 21%
D – Middle East and Africa 7%

Income statement

	2021 £m	2022 £m	2023 £m	2024 £m	2025 £m
Revenue	1,866	2,049	2,196	2,210	2,304
Adjusted operating profit	318.1	363.8	410.6	435.5	460.1
Adjusted profit before tax	307.0	346.1	387.4	418.8	442.4
Restructuring costs and associated impairment losses	(39.7)	(25.9)	(48.1)	(54.7)	-
Acquired intangible amortisation	(15.0)	(29.5)	(32.0)	(28.2)	(25.6)
Other acquisition/disposal items	(3.1)	(4.2)	(1.6)	(0.7)	(2.7)
(Loss)/gain on disposal of subsidiaries	(3.8)	6.3	-	-	-
Gain on disposal of property	-	-	-	-	24.6
Cyber incident costs	-	-	(27.1)	-	-
Exit from Russia	-	(9.0)	(2.0)	-	-
Financial instruments excluding economic hedge contract (losses)/gains	(0.8)	7.9	(1.3)	(11.1)	6.9
Profit before tax	244.6	285.4	302.4	330.4	418.5
Adjusted EBITDA	404	457	503	526	550

Five-year summary continued

Group sales by destination

	2021 £m	2022 £m	2023 £m	2024 £m	2025 £m
UK	83	93	117	130	133
Germany	238	265	280	257	261
Rest of Europe	520	520	557	555	627
Total Europe	841	878	954	942	1,021
Total Americas	526	627	665	657	663
Total Asia Pacific	409	450	470	457	448
Middle East and Africa	90	94	107	154	172
Revenue	1,866	2,049	2,196	2,210	2,304

Earnings and dividends

	2021	2022	2023	2024	2025
Adjusted basic earnings per share	92.0p	105.5p	116.8p	122.5p	132.3p
Statutory basic earnings per share	73.5p	87.6p	91.5p	96.0p	124.3p
Ordinary dividend per share	23.7p	25.7p	28.3p	31.1p	34.2p

Balance sheet

	2021 £m	2022 £m	2023 (Restated) £m	2024 £m	2025 £m
Segmental net assets (including lease liabilities)	1,340	1,756	1,715	1,666	1,652
Other net non-operating liabilities excluding borrowings (gross)	(32)	(144)	(147)	(122)	(93)
Net debt (excluding lease liabilities)	(529)	(706)	(538)	(459)	(450)
Net assets	779	906	1,030	1,085	1,109

Statistics

	2021	2022	2023 (Restated)	2024	2025
Adjusted operating profit as a percentage of revenue	17.0%	17.8%	18.7%	19.7%	20.0%
Adjusted operating profit as a percentage of segmental net assets	23.7%	20.7%	23.9%	26.1%	27.9%
Effective tax rate on adjusted profit before tax	20.0%	21.3%	21.8%	24.3%	25.4%
Net debt as a percentage of shareholders’ funds	79.9%	89.6%	62.0%	50.5%	48.0%
Net debt: adjusted EBITDA	1.5	1.8	1.3	1.0	1.0
Adjusted EBITDA: interest	33	24	22	31	31

The five-year summary is not required to be audited.

Shareholder and general information

Announcement of trading results

The trading results for the Group for the first half of 2026 will be announced on 31 July 2026. The trading results for the full year ending 31 December 2026 will be announced in March 2027. Trading Updates will be issued in May and November 2026.

Expected dividend payments

Final: 15 May 2026
Interim: September 2026

Share prices and capital gains tax

The closing price of the Company’s ordinary shares on the London Stock Exchange on 31 December 2025 was 2,488.0p (2024: 1,821.0p). The market value of the Company’s ordinary shares on 31 March 1982, as calculated for capital gains tax purposes, was 53.5p per share. The Company’s SEAQ number is 51443.

Enquiries about shareholdings

For enquiries concerning shareholders’ personal holdings, please contact the Company’s Registrar: Equiniti. Please remember to tell Equiniti if you move house, change bank details or if there is any other change to your account information.

Managing your shares online

Shareholders can manage their holdings online by registering with Shareview, the internet-based platform provided by Equiniti. Registration is a straightforward process and allows shareholders to:
– help us to reduce print, paper and postage costs and the associated environmental impact of these;
– cast your AGM vote electronically;
– receive an email alert when important shareholder documents are available online such as Annual Reports and Notices of General Meetings;
– access details of your individual shareholding quickly and securely;
– set up a dividend mandate online; and
– change your registered postal address or your dividend mandate details.
To find out more information about the services offered by Shareview and to register, please visit: www.shareview.co.uk.

Dividend Reinvestment Plan

The Company offers a Dividend Reinvestment Plan (‘DRIP’) for shareholders to purchase additional shares in the Company with their cash dividend. The IMI DRIP is provided by Equiniti Financial Services Limited. The last date to elect for the DRIP is 23 April 2026. More information can be found at www.shareview.co.uk/info/drip.

Corporate website

The IMI plc website provides a wealth of useful information for shareholders and should be your first port of call for general queries relating to the Company and your shares. As well as providing share price data and financial history, the site also provides background information about the Company. Shareholders are also encouraged to sign up to receive news alerts by email in the Investors section of the website. These include all of the financial news releases from throughout the year that are not sent to shareholders by post. You can access the corporate website at: www.imiplc.com.

Annual General Meeting 2026

This year’s AGM will be held on 12 May 2026. For further information, please refer to the Notice of Meeting, which is on the corporate website.

Individual Savings Account (‘ISA’)

IMI‘s ordinary shares can be held in an ISA. For information about the ISA operated by our Registrar, Equiniti, please call the Equiniti ISA helpline on 0345 300 0430. Lines are open from 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales).

Share dealing service

Managed by Equiniti, the Company’s Registrar, the IMI plc share dealing service provides shareholders with a simple way of buying and selling IMI ordinary shares. Telephone: 0345 603 7037. Full written details can be obtained from Equiniti.

Share fraud

Share fraud includes scams where investors are called out of the blue and offered shares that often turn out to be worthless or non-existent, or an inflated price for shares they own. These calls come from fraudsters operating in ‘boiler rooms’ that are mostly based abroad. Further information on how to spot share fraud or report a scam can be found on our corporate website.

American Depository Receipts

IMI plc terminated its sponsored American Depository Receipt programme on 18 January 2023. If you have questions about the termination, please contact Citibank, N.A. at 1-877-248-4237.

Headquarters and registered office

Lakeside Solihull Parkway
Birmingham Business Park
Birmingham B37 7XZ
Telephone: +44 121 717 3700
IMI plc is registered in England No. 714275

Registrars

Equiniti
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Website: www.shareview.co.uk
Telephone: 0371 384 2916
Lines are open 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales).

Stockbrokers

J.P. Morgan Cazenove
Deutsche Numis

Auditor

Deloitte LLP

Cautionary statement

This Annual Report contains statements that are, or may be deemed to be, ‘forward-looking statements’. Forward-looking statements indicate IMI plc and its subsidiaries (‘IMI’) current expectations and projections about future events and, by their nature, involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future.Forward-looking statements can often be identified by the use of forward-looking terminology including, without limitation, words such as ‘aim’, ‘ambition’, ‘anticipate’, ‘believe’, ‘expect’, ‘intend’, ‘may’, ‘plan’, ‘project’, ‘seek’, ‘should’, ‘will’, ‘estimate’, ‘target’, ‘outlook’ and similar expressions (or the negative of such expressions). These statements include, without limitation, statements regarding IMI’s strategy, plans and objectives, expected revenue growth and operating margins, market trends, opportunities, and product development. Although IMI believes that the expectations reflected in these forward-looking statements are reasonable, no assurance can be given that they will prove to be correct. Forward-looking statements are based on assumptions and on information available to IMI at the date of approval of this Annual Report. Actual results, performance or achievements may differ materially from those expressed or implied by these statements due to a number of factors, risks and uncertainties, many of which are outside the control of IMI. These factors include those described in the risk management section of this Annual Report. Forward-looking statements speak only as at the date they are made. Readers are cautioned not to place undue reliance on forward-looking statements. Nothing in this Annual Report should be construed as a profit forecast. All guidance, outlooks, ambitions, and expectations contained in this Annual Report should be read together with any specific guidance, basis of preparation, or assumptions contained or referred to therein. Other than as required by applicable law or regulation (including under the Market Abuse Regulation, the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority), IMI undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader should, however, consult any additional disclosures that IMI may make in any documents which it publishes and/or files from time to time.

This report is printed on Revive 100 made from 100% FSC ® Recycled certified fibre sourced from de-inked post-consumer waste. Revive 100 is a carbon balanced paper which means that the carbon emissions associated with its manufacture have been measured and offset using the World Land Trust’s Carbon Balanced scheme. This report has been printed responsibly in the UK by Pureprint, a CarbonNeutral ® company and certified to ISO 14001 environmental management system. It has been digitally printed without the use of film separations, plates and associated processing chemicals, and 99% of all the dry waste associated with this production has been recycled.

Consultancy, design and production www.luminous.co.uk

Shareholder and general information continued

Strategic Report

Additional Information

Financial Statements

Corporate Governance

IMI plc Annual Report 2025 217

IMI plc
Lakeside
Solihull Parkway
Birmingham Business Park
Birmingham
B37 7XZ
United Kingdom
www.imiplc.com

AI assistant

IMI PLC — Annual Report 2025

5257_10-k_2026-03-31_996a436d-251d-4558-8745-2ba128880f36.xhtml

Annual Report 2025

Who we are

What we do

How we do it

Our purpose

In this report

Our values

Highlights of the year

Financial performance

Financial framework

Employees, Suppliers and Customers

Adjusted basic EPS (pence)

Investment case

Enduring megatrends

Energy

Healthcare

Automation

Performance culture

Our business strategy

Commercial excellence

Performance culture

Market-led innovation

Continuous improvement

Our business model

Our business model

Chair’s letter

Sale of Truflo Marine business

Dividend and capital allocation

Strategic progress

Board changes

Stakeholders

People

Getting to know our people

Chief Executive Officer’s review

Compounding earnings growth

Performance highlights

Megatrends

Energy

Automation

Healthcare

One IMI operating model

Commercial excellence

Market-led innovation

Continuous improvement

Performance culture

Enhancing shareholder returns

Proactive management

Health and safety

Outlook

Conclusion

Structural growth

Medium-term targets

Culture

Q&A: Creating a culture that drives growth

Chief Operating Officer’s review

How we win

Growth Hub

Innovation engine in action

How we win: expertise at system level

Megatrend in action: Energy

How we win: One IMI in action

Megatrend in action: Energy

Cooling at scale

Collaborating across IMI

How we win: innovation at scale

Megatrend in action: Automation

Smarter solutions for workforce challenges

Transforming manufacturing

Enabling efficient, local manufacturing

How we win: from purpose to growth

Megatrend in action: Healthcare

Precision engineering that powers accuracy

Invisible components, vital performance

Enabling faster, smarter innovation

Sector reviews

Process Automation

Market trends and our response

IMI PLC Annual Report 2025